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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[X] 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):
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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JNL SERIES TRUST
GOLDMAN SACHS/JNL GROWTH & INCOME SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of the Goldman Sachs/JNL Growth & Income Series 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 April 20, 2000 at 10:00 a.m., local time, to consider and act upon the
following proposals and to transact such other business as may properly come
before the Meeting or any adjournments thereof:
1. To approve a change in sub-adviser for the Goldman Sachs/JNL Growth &
Income Series from Goldman Sachs Asset Management to Janus Capital
Corporation ("Janus Capital") and a proposed Investment Sub-Advisory
Agreement between Jackson National Financial Services, LLC ("Adviser") and
Janus Capital.
2. To approve a proposed Amendment to the Investment Advisory Agreement
between the Trust and the Adviser which provides for a fee increase for the
Goldman Sachs/JNL Growth & Income Series.
3. 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 February 25, 2000, 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 VOTING INSTRUCTIONS CARD PROMPTLY.
By Order of the Board of Trustees,
April 1, 2000
Lansing, Michigan THOMAS J. MEYER
Secretary
JNL SERIES TRUST
GOLDMAN SACHS/JNL GROWTH & INCOME SERIES
5901 EXECUTIVE DRIVE
LANSING, MICHIGAN 48911
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
APRIL 20, 2000
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. This proxy is for use at a Special
Meeting ("Meeting") of shareholders ("Shareholders") of the Goldman Sachs/JNL
Growth & Income Series (the "Growth & Income Series" or "Series") to be held at
the offices of Jackson National Life Insurance Company, 5901 Executive Drive,
Lansing, Michigan 48911 ("Jackson National Life"), on April 20, 2000, at 10:00
a.m., local time, or at 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 voting instructions card
were first mailed to variable annuity contract owners on or about April 1,
2000.
The Trustees have fixed the close of business on February 25, 2000 as the record
date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the Growth & Income Series 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 1,554,913.941 Shares of the Goldman Sachs/JNL
Growth & Income Series outstanding. See page 12 for information concerning the
substantial Shareholders of the Shares of the Growth & Income Series.
The cost of preparing, printing and mailing the Notice, Proxy Statement, and
accompanying voting instructions card, and all other costs in connection with
the solicitation of proxies will be paid by the Adviser or an affiliate thereof.
In addition to the mailing of these proxy materials, proxies may be solicited by
letter, telephone or electronic means such as e-mail, or in person by an officer
of the Trust, by officers or employees of the Adviser or officers, agents or
employees of Jackson National Life.
THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1999, MAY BE OBTAINED WITHOUT CHARGE
BY CALLING (800) 766-4683 OR WRITING TO THE JNL SERIES TRUST SERVICE CENTER,
P.O. BOX 378002, DENVER, COLORADO 80237-8002.
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.
With respect to Proposals 1 and 2, a vote of the "majority of the outstanding
voting securities" of the Series is necessary to approve each Proposal, 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.
Shares of the Trust are sold to separate accounts of Jackson National Life to
fund the benefits of variable annuity contracts ("Variable Contracts") issued by
Jackson National Life and to Qualified Plans of Jackson National Life. Although
Jackson National Life, through its separate accounts, legally owns all Shares
relating to the Variable Contracts of the Series, Jackson National Life will
vote all such Shares in accordance with the voting instructions timely given by
the owners ("Contract owners") of the Variable Contracts with assets invested in
the Series. Because Contract owners are indirectly invested in the Series
through their Variable Contracts and have the right to instruct Jackson National
Life how to vote shares of the Series on all matters requiring a vote of
shareholders, Contract owners should consider themselves shareholders for the
purposes of this Proxy Statement. Contract owners at the close of business on
the Record Date will be entitled to notice of the Meeting and to instruct
Jackson National Life how to vote at the Meeting or at any adjourned session.
Contract owners may use the voting instructions card as a ballot to give Jackson
National Life the voting instructions for those shares attributable to their
Variable Contracts as of the Record Date. When the Contract owner completes the
voting instructions card and sends it to Jackson National Life, Jackson National
Life votes the shares attributable to the Variable Contract of the Contract
owner in accordance with the Contract owner's instructions. If the Contract
owner merely signs and returns the form, Jackson National Life will vote those
shares in favor of the proposal. If the Contract owner does not return the form,
Jackson National Life will vote those shares in the same proportion as shares
for which instructions were received from other Contract owners. Jackson
National Life has fixed the close of business on April 17, 2000 as the last day
on which voting instructions will be accepted.
Any authorized voting instructions will be valid for any adjournment of the
Meeting. If the management of the Trust receives an insufficient number of votes
to approve the proposal, the Meeting may be adjourned to permit the solicitation
of additional votes. Those persons named as proxies in the voting instructions
have the discretion to vote for any such adjournment. The approval of the
proposal depends upon whether a sufficient number of votes is cast for the
proposal. Accordingly, an instruction to abstain from voting on any proposal has
the same practical effect as an instruction to vote against the proposal.
Any person giving voting instructions may revoke them at any time prior to
exercising them by submitting to the Secretary of the Trust a superseding voting
instruction card or written notice of revocation. Only the Contract owner
executing the voting instructions card can revoke it. Jackson National Life will
vote the shares of the Series in accordance with all properly executed and
unrevoked voting instructions of Contract owners.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE:
FOR: THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE SERIES AND FOR THE PROPOSED
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN JACKSON NATIONAL FINANCIAL SERVICES,
LLC ("ADVISER") AND JANUS CAPITAL.
PROPOSAL 1: APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE GOLDMAN SACHS/JNL GROWTH
& INCOME SERIES FROM GOLDMAN SACHS ASSET MANAGEMENT TO JANUS CAPITAL CORPORATION
AND A PROPOSED INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN JACKSON NATIONAL
FINANCIAL SERVICES, LLC AND JANUS CAPITAL WITH RESPECT TO THE SERIES.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE:
FOR: THE PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE
TRUST AND THE ADVISER WHICH PROVIDES FOR A FEE INCREASE FOR THE SERIES.
PROPOSAL 2: APPROVAL OF A PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST AND THE ADVISER WHICH PROVIDES
FOR A FEE INCREASE FOR THE GOLDMAN SACHS/JNL GROWTH &
INCOME SERIES.
Introduction. The Adviser serves as investment adviser to the Trust pursuant to
the Amended Investment Advisory and Management Agreement, ("Investment Advisory
Agreement") dated August 17, 1995. The Adviser's address is 5901 Executive
Drive, Lansing, Michigan 48911. The Adviser also serves as the Trust's
Administrator. As investment adviser, the Adviser provides the Trust with
professional investment supervision and management and permits any of its
officers or employees to serve without compensation as trustees or officers of
the Trust if elected to such positions. The Adviser is a wholly-owned subsidiary
of Jackson National Life Insurance Company, which is in turn wholly owned by
Prudential plc, a life insurance company in the United Kingdom.
Prior to July 1, 1998, Jackson National Financial Services, Inc., an affiliate
of the Adviser, acted as investment adviser to the Trust. Jackson National
Financial Services, Inc. transferred the Investment Advisory Agreement, all
related investment management duties and its related professional staff to the
Adviser on July 1, 1998, with the approval of the Board of Trustees of the
Trust.
The Investment Advisory Agreement continues in effect for each Series from year
to year after its initial two-year term so long as its continuation is approved
at least annually by (i) a majority of the Trustees who are not parties to such
agreement or interested persons of any such party except in their capacity as
Trustees of the Trust, and (ii) the shareholders of the affected Series or the
Board of Trustees. It may be terminated at any time upon 60 days' notice by
either party, or by a majority vote of the outstanding shares of a Series with
respect to that Series, and will terminate automatically upon assignment.
Additional Series may be subject to a different agreement. The Investment
Advisory Agreement provides that the Adviser shall not be liable for any error
of judgment, or for any loss suffered by the Series in connection with the
matters to which the agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties under the agreement.
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. A copy of the Investment Advisory
Agreement is attached hereto as Exhibit A. The Investment Advisory Agreement was
approved by Jackson National Life, the Series' then sole shareholder, on March
11, 1998.
INFORMATION REGARDING PROPOSED AMENDMENT TO INVESTMENT ADVISORY AGREEMENT AND
FEE INCREASE
It is proposed that the Investment Advisory Agreement be amended to provide for
a fee increase for the Growth & Income Series. The Agreement will otherwise
remain unchanged. If the Proposal is approved, the Series will also be renamed.
The Series' new name will be the JNL/Janus Growth & Income Series. A copy of the
proposed Amendment to the Investment Advisory Agreement is attached hereto as
Exhibit B.
As compensation for its services, the Adviser receives a fee from the Trust
computed separately for each Series of the Trust. The fee for each Series is
stated as an annual percentage of the average daily net assets of the Series.
The proposed Amendment to the Advisory Agreement will increase the amount of
fees which are currently paid to the Adviser by the Trust for the Growth &
Income Series as indicated in the table below.
Current Advisory Fee Proposed Advisory Fee
-------------------- ---------------------
Assets Fees Assets Fees
- ------ ---- ------ ----
$0 to $50 million .925% $0 to $300 million .95%
$50 million to $200 million .90% Over $300 million .90%
$200 million to $350 million .85%
Over $350 million .80%
The aggregate amount of compensation paid to the Adviser for its services for
the year ended December 31, 1999 and the amount that the Adviser would have
received had the proposed fee been in effect during such period are set forth in
the table below:
Aggregate Fee under Current Pro Forma Fee under Proposed
Fee Schedule Fee Schedule
------------ ------------
$57,030 $58,572
This represents a 3% fee increase to the Adviser.
There are two expense tables shown below. The first table shows the Series'
expenses which an investor will incur, either directly or indirectly, under the
current advisory fee arrangements. The second table shows pro forma expenses
which an investor would incur, either directly or indirectly, under the proposed
advisory fee increase.
Current
Annual Series Operating Expenses (% of average net assets)
Management/Administrative Fee 1.025%
Other Expenses 0%
Total Series Annual Operating Expenses 1.025%
Pro Forma (reflecting proposed fee increase)
Annual Series Operating Expenses (% of average net assets)
Management/Administrative Fee 1.05%
Other Expenses 0%
Total Series Annual Operating Expenses 1.05%
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by the Adviser to the Series. If
approved, the proposed fee schedule will become effective on May 1, 2000. A
discussion concerning the Trustees' determination is contained under "Board of
Trustees' Evaluation."
If the amendment to the Investment Advisory Agreement is approved by
Shareholders of the Growth & Income Series, it will take effect on May 1, 2000.
It will remain in effect for two years from that date and, unless earlier
terminated, will continue from year to year thereafter with respect to the
Series, provided that each such continuance is approved annually with respect to
the Series (i) by the Board or by the vote of a majority of the outstanding
voting securities of the Series, and, in either case, (ii) by a majority of the
Trustees who are not parties to the Investment Advisory Agreement or "interested
persons" of any such party (other than as Trustees of the Trust) ("independent
Trustees"). In the event that Shareholders of the Growth & Income Series do not
approve the amendment to the Investment Advisory Agreement, the Board of
Trustees will take such action as it deems to be in the best interest of the
Series and its Shareholders. If this Proposal is not approved, neither this
Proposal nor Proposal 1 will be implemented.
Information about the Adviser, its principal executive officers and directors is
presented as Exhibit C.
INFORMATION REGARDING PROPOSED INVESTMENT SUB-ADVISORY AGREEMENT WITH JANUS
CAPITAL
Currently, Goldman Sachs Asset Management serves as the sub-adviser to the
Growth & Income Series. It is now being proposed that Janus Capital replace
Goldman Sachs Asset Management as the sub-adviser for the Growth & Income
Series. Janus Capital, with principal offices at 100 Fillmore Street, Denver,
Colorado 80206, provides investment advisory services to mutual funds and other
institutional accounts. Kansas City Southern Industries, Inc. (KCSI) indirectly
through its wholly-owned subsidiary, Stilwell Financial, Inc., owns
approximately 82% of the outstanding voting stock of Janus Capital. KCSI is a
publicly-traded holding company whose primary subsidiaries are engaged in
transportation and financial services. Thomas H. Bailey, President and Chairman
of the Board of Janus Capital, owns approximately 12% of its voting stock and,
by agreement with KCSI, selects a majority of Janus Capital's board. KCSI has
announced its intention to separate its transportation and financial services
businesses. KCSI anticipates the separation to be completed in the first half of
2000.
Janus Capital currently serves as sub-adviser to three other Series of the Trust
pursuant to an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
between the Adviser and Janus Capital dated February 28, 1995. It is proposed
that the Sub-Advisory Agreement be amended to add the Growth & Income Series to
the Agreement. A copy of the Sub-Advisory Agreement is attached hereto as
Exhibit D. A copy of the Amendment to the Sub-Advisory Agreement adding the
Growth & Income Series is attached hereto as Exhibit E. Other than the proposed
fee increase, there are no material differences between the Sub-Advisory
Agreement and the investment sub-advisory agreement with the current sub-adviser
for the Series.
Under the terms of the Sub-Advisory Agreement, Janus Capital is responsible for
making investment decisions and placing orders for the purchase and sale of the
Series' investments directly with the issuers or with brokers or dealers
selected by it at its discretion. Janus Capital also furnishes to the Board,
which has overall responsibility for the business and affairs of the Series,
periodic reports on the investment performance of the Series.
Janus Capital is obligated to manage the Series in accordance with applicable
laws and regulations. The investment advisory services of Janus Capital to the
Series are not exclusive under the terms of the Sub-Advisory Agreement. Janus
Capital is free to, and does, render investment advisory services to others.
Consistent with the requirements of the Investment Company Act of 1940 ("1940
Act"), the Sub-Advisory Agreement provides that Janus Capital generally is not
liable to the Series for any mistake in judgment, or otherwise, except by reason
of willful misfeasance, bad faith or gross negligence in the performance of
Janus Capital's duties or by reason of its reckless disregard of its obligations
and duties under the Sub-Advisory Agreement.
The Sub-Advisory Agreement may be terminated by the Series without penalty upon
60 days' notice by the Board or by a vote of the holders of a majority of the
Series' outstanding shares voting as a single class, or upon 90 days' notice by
Janus Capital or the Adviser. As noted above, the Sub-Advisory Agreement
terminates automatically in the event of its "assignment" (as defined in the
1940 Act).
The proposed amendment to the Sub-Advisory Agreement will increase the amount of
fees which are currently paid by the Adviser to the Sub-Adviser of the Growth &
Income Series as indicated in the table below.
Current Sub-Advisory Fee Proposed Sub-Advisory Fee
------------------------ -------------------------
Assets Fees Assets Fees
- ------ ---- ------ ----
$0 to $50 million .50% $0 to $100 million .55%
$50 million to $200 million .45% $100 million to $500 million .50%
$200 million to $350 million .40% Over $500 million .45%
Over $350 million .35%
The aggregate amount of compensation paid by the Adviser to the current
sub-adviser of the Growth & Income Series for its services for the year ended
1999 was $19,322. The amount that the Adviser would have paid had the proposed
sub-advisory fee been in effect during such period is approximately $22,200
representing a 15% fee increase to the sub- adviser.
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by Janus Capital to the Series. If
approved, the proposed fee schedule will become effective on May 1, 2000.
A discussion concerning the Trustees' determination is contained under "Board of
Trustees' Evaluation."
If the amendment to the Sub-Advisory Agreement is approved by Shareholders of
the Growth & Income Series, it will take effect on May 1, 2000. It will remain
in effect for two years from that date and, unless earlier terminated, will
continue from year to year thereafter with respect to the Series, provided that
each such continuance is approved annually with respect to the Series (i) by the
Board or by the vote of a majority of the outstanding voting securities of the
Series, and, in either case, (ii) by a majority of the independent Trustees. In
the event that Shareholders of the Growth & Income Series do not approve the
amendment to the Sub-Advisory Agreement, the Board of Trustees will take such
action as it deems to be in the best interests of the Series and its
Shareholders. If this Proposal is not approved, neither this Proposal nor
Proposal 2 will be implemented.
Information about Janus Capital, its principal executive officers and directors,
fees charged to Janus Capital's other investment company clients and the asset
size of such investment companies is presented as Exhibit F.
With respect to portfolio security transactions, the Adviser and Janus Capital
always attempt to achieve best execution and have complete freedom as to the
markets in and the broker/dealers through which they seek this result. Subject
to the requirement of seeking best execution, securities may be bought from or
sold to broker/dealers who have furnished statistical, research, and other
information or services to the Adviser or Janus Capital. In placing orders with
such broker/dealers, the Adviser and Janus Capital will, where possible, take
into account the comparative usefulness of such information. Such information is
useful to the Adviser and Janus Capital even though its dollar value may be
indeterminable and its receipt or availability generally does not reduce the
Adviser's or Janus Capital's normal research activities or expenses.
The Adviser and Janus Capital are authorized, consistent with Section 28(e) of
the Securities Exchange Act of 1934, as amended, when placing portfolio
transactions for the Series with a broker to pay a brokerage commission (to the
extent applicable) in excess of that which another broker might have charged for
effecting the same transaction on account of the receipt of research, market or
statistical information. The term "research, market or statistical information"
may include (a) advice as to (i) the value of securities, (ii) the advisability
of investing in, purchasing or selling securities, and (iii) the availability of
securities or purchasers or sellers of securities and (b) furnishing analysis
and reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy and the performance of accounts. Higher commissions
may be paid to firms that provide research services to the extent permitted by
law. The Adviser and Janus Capital may use this research information in managing
the Series' assets, as well as the assets of other clients.
Any portfolio transaction for the Series may be executed through brokers that
are affiliated with the Trust, the Adviser and/or a sub-adviser, if, in the
sub-adviser's judgment, the use of such affiliated brokers is likely to result
in price and execution at least as favorable as those of other qualified
brokers, and if, in the transaction, the affiliated broker charges the Series a
commission rate consistent with those charged by the affiliated broker to
comparable unaffiliated customers in similar transactions. All transactions with
affiliated brokers will comply with Rule 17e-1 under the 1940 Act.
For the fiscal year ended December 31, 1999, the Trust paid the following
amounts in brokerage commissions to affiliated broker/dealers:
Name of Broker/Dealer
- ---------------------
Fred Alger & Co., Inc. $629,057.11
Goldman Sachs 1,142.73
Jardine Fleming 551.77
Raymond James & Associates, Inc. 7,281.60
Robert Fleming 2,426.04
Salomon Brothers Inc. 264.00
Each of the broker/dealers listed above is affiliated with the Trust through a
sub-adviser.
The percentage of the Trust's aggregate brokerage commissions paid to affiliated
broker/dealers during the year ended December 31,1999 is as follows:
Broker/Dealer Percentage of Aggregate Commissions
- ------------- -----------------------------------
Fred Alger & Co., Inc. 15.966%
Goldman Sachs 0.030%
Jardine Fleming 0.014%
Raymond James & Associates, Inc. 0.185%
Robert Fleming 0.062%
Salomon Brothers Inc. 0.007%
BOARD OF TRUSTEES' EVALUATION
The Board, including the independent Trustees, has determined that the Amendment
to the Investment Advisory Agreement and the Sub-Advisory Agreement, will enable
the Growth & Income Series to continue to obtain services of high quality at
costs deemed appropriate, reasonable and in the best interests of the Growth &
Income Series and its Shareholders.
The Board, at its February 10, 2000 meeting, reviewed the proposed fee schedules
for the Adviser and Janus Capital with respect to the Growth & Income Series.
The Trustees were also presented with materials containing fee schedules of
other comparable mutual funds underlying insurance products as well as industry
averages for like funds. In addition, the Trustees received materials containing
an investment performance history of Janus Capital in managing funds with
investment objectives similar to that of the Growth & Income Series. The Board
also met with a representative of Janus Capital who provided the Trustees with
further information concerning Janus Capital's proposed sub-advisory services
for the Growth & Income Series and who responded to the Trustees' questions.
In evaluating the Amendment to the Advisory Agreement and the Sub-Advisory
Agreement, the Board took into account, among other things, the following
factors: (i) the qualifications of the Adviser and Janus Capital to provide
investment advisory and sub-advisory services, including the credentials and
investment experience of their respective officers; (ii) the high quality of the
personnel, operations, financial condition, investment management capabilities,
methodologies and performance of the Adviser and of Janus Capital; and (iii) the
fairness of the compensation payable to the Adviser and to Janus Capital.
Based upon its review, the Board determined that the Amendment to the Investment
Advisory Agreement and the Sub-Advisory Agreement are in the best interests of
the Growth & Income Series and its Shareholders. Accordingly, after
consideration of the above factors, and such other factors and information it
considered relevant, the Board, including the independent Trustees, unanimously
approved the Amendment to the Investment Advisory Agreement and the Sub-Advisory
Agreement and voted to recommend its approval to the Series' Shareholders.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT AND THE SUB-ADVISORY AGREEMENT AS PROVIDED UNDER PROPOSALS 1 AND 2.
UNMARKED PROXIES WILL BE SO VOTED.
PROPOSAL 3: OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this proxy statement. If other business should properly
come before the Meeting, proxies will be voted in accordance with the judgment
of the persons named in the accompanying proxy.
SUBSTANTIAL SHAREHOLDERS. As of the Record Date, all of the Shares of the Trust
were owned by Jackson National Life and its separate accounts and Qualified
Plans. 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.
REQUIRED VOTE. Approval of Proposals 1 and 2 requires the vote of a
"majority of the outstanding voting securities" of the Series as to each
Proposal, as defined in the 1940 Act, which means the vote of 67% or more of the
voting securities of the Series present at the Meeting, if the holders of more
than 50% of the outstanding shares of the Series are present or represented by
proxy, or the vote of more than 50% of the outstanding voting Series, whichever
is less.
SHAREHOLDER PROPOSALS. The Trust does not hold regular shareholders'
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Trust at the address set forth on the cover of
this proxy statement.
Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTIONS CARD IS
REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
By Order of the Board of Trustees
Thomas J. Meyer, Secretary
April 1, 2000
Lansing, Michigan
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
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, LLC, a
Michigan limited liability company and registered investment adviser (the
"Adviser").
WHEREAS, the Trust and Jackson National Financial Services, Inc.
("JNFSI") entered into an Amended Investment Advisory and Management Agreement
dated August 17, 1995 (the "Agreement"), whereby the Trust retained JNFSI to
perform investment advisory and management services for the Series of the Trust
enumerated in the Agreement; and
WHEREAS, effective July 1, 1998, JNFSI assigned, transferred and
conveyed to Adviser, and Adviser assumed, all of the interests, rights,
responsibilities and obligations of JNFSI under the Agreement, and thereafter
Adviser was deemed a party in lieu of JNFSI to such Agreement; and
WHEREAS, nine 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. Both parties hereby ratify and approve, effective as of July 1,
1998, JNFSI's assignment, transfer and conveyance to Adviser, and Adviser's
assumption, of all of the interests, rights, responsibilities and obligations of
JNFSI under the Agreement, and further, both parties hereby agree that,
effective July 1, 1998, Adviser is deemed a party in lieu of JNFSI to the
Agreement.
2. 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/J.P. Morgan Enhanced S&P 500 Index Series, JNL/SSGA Enhanced
Intermediate Bond Index Series, JNL/SSGA International Index Series, JNL/SSGA
Russell 2000 Index Series, JNL/SSGA S&P 500 Index Series, JNL/SSGA S&P MidCap
Index Series, JNL/S&P Conservative Growth Series, JNL/S&P Moderate Growth
Series, and JNL/S&P Aggressive Growth Series.
3. As compensation for services performed and the facilities and
personnel provided by the Adviser under the Agreement, the Trust will pay to the
Adviser, promptly after the end of each month for the services rendered by the
Adviser during the preceding month, the sum of the following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
JNL/J.P. Morgan Enhanced S&P 500 Index Series $0 to $25 million .80%
Over $25 million .75%
JNL/S&P Conservative Growth Series $0 to $500 million .20%
Over $500 million .15%
JNL/S&P Moderate Growth Series $0 to $500 million .20%
Over $500 million .15%
JNL/S&P Aggressive Growth Series $0 to $500 million .20%
Over $500 million .15%
JNL/SSGA Enhanced Intermediate Bond Index Series all assets .65%
JNL/SSGA International Index Series all assets .60%
JNL/SSGA Russell 2000 Index Series all assets .50%
JNL/SSGA S&P 500 Index Series all assets .50%
JNL/SSGA S&P MidCap Index Series all assets .50%
</TABLE>
4. The Trust and the Adviser agree to abide and be bound by all of the
terms and conditions set forth in the Agreement.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the 21st day of
December, 1998.
JNL SERIES TRUST
By: /s/ Andrew B. Hopping
Name: Andrew B. Hopping
Title: President
JACKSON NATIONAL FINANCIAL
SERVICES, LLC
By: /s/ Mark D. Nerud
Name: Mark D. Nerud
Title: Chief Financial Officer
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 Only-Growth Series I, JNL/S&P
Equity Only-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 Only-Growth Series II, JNL/S&P
Equity Only-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:
<TABLE>
<CAPTION>
(*M = Million)
Series $0 to $50 to $100 to $150 to $200 to $250 to $300 to $350 to Over
$50 M $100 M $150 M $200 M $250 M $300 M $350 M $500 M $500 M
----- ------ ------ ------ ------ ------ ------ ------ ------
JNL/Alliance
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
Only-Growth Series
I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Only-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
Only-Growth Series
II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Only-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
AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
JACKSON NATIONAL FINANCIAL SERVICES, INC.
This AMENDMENT is by and between JNL Series Trust, a Massachusetts
business trust (the "Trust") and Jackson National Financial Services, Inc., a
Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser entered into an Amended Investment
Advisory and Management Agreement dated August 17, 1995 (the "Agreement"),
whereby the Trust retained the Adviser to perform investment advisory and
management services for the Series of the Trust enumerated in the Agreement; and
WHEREAS, the names of three existing Series of the Trust will be
changed effective May 1, 1997, and the Trust desires the Adviser to continue
performing investment advisory and management services for these Series of the
Trust; and
WHEREAS, the Adviser agrees to serve or continue serving as the
investment adviser and business manager for the above-referenced Series of the
Trust on the terms and conditions set forth in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the Trust and the Adviser
agree as follows:
1. Effective May 1, 1997, the Adviser shall continue serving as the
investment adviser and business manager for the JNL/Phoenix Investment Counsel
Balanced Series, JNL/Phoenix Investment Counsel Growth Series and PPM
America/JNL Value Equity Series at which date the names of these Series shall be
changed to the PPM America/JNL Balanced Series, JNL/Putnam Growth Series and
JNL/Putnam Value Equity Series, respectively.
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:
<TABLE>
<CAPTION>
$0 to $50 to $150 to $300 to Over
(*M _ Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C>
JNL/Putnam Growth Series .90% .90% .85% .80% .80%
JNL/Putnam Value Equity Series .90% .90% .85% .80% .80%
JNL/Putnam World Opportunities 1.40% 1.40% 1.35% 1.25% 1.25%
Series
PPM America/JNL Balanced .75% .70% .675% .65% .625%
Series
</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 18th day of
April, 1997.
JNL SERIES TRUST
By: /s/John A. Knutson
Name: John A. Knutson
Title: President
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By: /s/Larry C. Jordan
Name: Larry C. Jordan
Title: Chief Operating Officer and Treasurer
AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
JACKSON NATIONAL FINANCIAL SERVICES, INC.
This AMENDMENT, effective September 9, 1996, by and between JNL Series
Trust, a Massachusetts business trust (the "Trust") and Jackson National
Financial Services, Inc., a Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser entered into an Amended Investment
Advisory and Management Agreement dated August 17, 1995 (the "Agreement"),
whereby the Trust retained the Adviser to perform investment advisory and
management services for the Series of the Trust enumerated in the Agreement; and
WHEREAS, the Trust desires to retain the Adviser to perform investment
advisory and management services for two additional Series of the Trust; and
WHEREAS, the Adviser agrees to serve as the investment adviser and
business manager for the two additional Series of the Trust on the terms and
conditions set forth in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the Trust and the Adviser
agree as follows:
1. The Adviser shall serve as the investment adviser and business
manager for each of the following investment series of the Trust on the terms
and conditions set forth in the Agreement:
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity 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:
<TABLE>
<CAPTION>
$0 to $50 to $150 to $300 to Over
(*M - Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
JNL/Eagle Core Equity Series .90% .85% .85% .75% .75%
JNL/Eagle SmallCap Equity Series .95% .95% .90% .90% .85%
</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 7th day of
August, 1996.
JNL SERIES TRUST
By: /s/ John A. Knutson
Name: John A. Knutson
Title: President
JACKSON NATIONAL FINANCIAL
SERVICES, INC.
By: /s/ Larry C. Jordan
Name: Larry C. Jordan
Title: Chief Operating Officer and Treasurer
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 Money Market Series, and PPM America/JNL High Yield Bond Series.
It is recognized that additional Series may be added or current Series may be
deleted in the future.
2. Duties
The Adviser shall manage the affairs of the Trust including, but not
limited to, continuously providing the Trust with investment advice and business
management, including investment research, advice and supervision, determining
which securities shall be purchased or sold by each Series of the Trust,
effecting purchases and sales of securities on behalf of each Series (and
determining how voting and other rights with respect to securities owned by each
Series shall be exercised). The management of the Series by the Adviser shall be
subject to the control of the Trustees of the Trust (the "Trustees") and in
accordance with the objectives, policies and principles for each Series set
forth in the Trust's Registration Statement and its current Prospectus and
Statement of Additional Information, as amended from time to time, the
requirements of the Investment Company Act of 1940, as amended (the "Act") and
other applicable law, as well as to the factors affecting the Trust's status as
a regulated investment company under the Internal Revenue Code of 1986, as
amended, (the "Code") and the regulations thereunder and the status of variable
contracts under the diversification requirements set forth in Section 817(h) of
the Code and the regulations thereunder. In performing such duties, the Adviser
shall (i) provide such office space, bookkeeping, accounting, clerical,
secretarial, and administrative services (exclusive of, and in addition to, any
such service provided by any others retained by the Trust or any of its Series)
and such executive and other personnel as shall be necessary for the operations
of each Series, (ii) be responsible for the financial and accounting records
required to be maintained by each Series (including those maintained by the
Trust's custodian), and (iii) oversee the performance of services provided to
each Series by others, including the custodian, transfer agent, shareholder
servicing agent and sub-adviser, if any. The Trust acknowledges that the Adviser
also acts as the investment adviser of other investment companies.
With respect to the PPM America/JNL Money Market Series, the Adviser hereby
accepts the responsibilities for making the determinations required by Rule 2a-7
under the Act to be made by the Trustees of the Trust and which are delegable by
the Trustees pursuant to Paragraph (e) of such Rule, to the extent that the
Trustees may hereinafter delegate such responsibilities to the Adviser.
The Adviser may delegate certain of its duties under this Agreement with
respect to a Series to a 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
recordkeeping and shareholder account service, expenses of printing and filing
reports and other documents filed with governmental agencies, 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 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 Adviser's fee shall be accrued daily at 1/365th (1/366 in leap years)
of the applicable annual rate set forth above. For the purposes of accruing
compensation, the net assets of the Series shall be determined in the manner and
on the dates set forth in the Prospectus of the Trust and, on days on which the
net assets are not determined, the net asset figure to be used shall be as
determined on the last preceding day on which the net assets shall have been
determined.
Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to the
proportion which such period bears to the full month.
5. Purchase and Sale of Securities
The Adviser shall purchase securities from or through and sell securities
to or through such persons, brokers or dealers as the Adviser shall deem
appropriate to carry out the policies with respect to Series transactions as set
forth in the Trust's Registration Statement and its current Prospectus or
Statement of Additional Information, as amended from time to time, or as the
Trustees may direct from time to time.
Nothing herein shall prohibit the Trustees from approving the payment by
the Trust of additional compensation to others for consulting services,
supplemental research and security, and economic analysis.
6. Term of Agreement
This Agreement shall continue in full force and effect with respect to each
Series of the Trust from the later of the effective date of the Registration
Statement under the Securities Act of 1933 for the variable annuity contracts
funded in Jackson National Separate Account - I or the date the contract is
approved by the shareholders of such Series as required by the Act. If approved
by the affirmative vote of a majority of the outstanding voting 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 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 Adviser shall report to the Trustees, or to any committee or officers
of the Trust acting pursuant to the authority of the Trustees, at such times and
in such detail as shall be reasonable and as the Trustees may deem appropriate
in order to enable the Trustees to determine that the investment policies of
each Series are being observed and implemented and that the obligations of the
Adviser under this Agreement are being fulfilled. Any investment program
undertaken by the Adviser pursuant to this Agreement and any other activities
undertaken by the Adviser on behalf of the Trust shall at all times be subject
to any directives of the Trustees or any duly constituted committee or officer
of the Trust acting pursuant to the authority of the Trustees.
The Adviser shall furnish all such information as may reasonably be
necessary for the Trustees to evaluate the terms of this Agreement.
9. Records
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
required to be filed pursuant to the Act and for the Trust's auditor's
certification relating thereto. The Trust and the Adviser agree that in
furtherance of the recordkeeping 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, bad faith, 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 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
judgment 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, a reasonable determination, 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 (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 but binding only upon the assets and property of the Trust. With
respect to any claim by the Adviser for recovery of that portion of the
investment management fee (or any other liability of the Trust arising
hereunder) allocated to a particular Series, whether in accordance with the
express terms hereof or otherwise, the Adviser shall have recourse solely
against the assets of that Series to satisfy such claim and shall have no
recourse against the asset of any other Series for such purpose.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
JNL SERIES TRUST
By: /s/ JOHN A. KNUTSON
----------------------------
Its: President & Chief Executive Officer
------------------------------------
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By: /s/ LARRY C. JORDAN
---------------------------
Its: Chief Operating Officer, Treasurer &
Assistant Secretary
-------------------------------------
EXHIBIT B
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
JACKSON NATIONAL FINANCIAL SERVICES, LLC
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, three new Series will be added to the Trust and where there
will be a change in sub-adviser for two series 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/Janus Balanced Series, JNL/Janus Growth & Income Series, JNL/Putnam
International Equity Series, JNL/Putnam Mid-Cap Growth Series and T. Rowe
Price/JNL Value 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
JNL/Janus Balanced Series............................ $0 to $300 million 0.95%
Over $300 million 0.90%
JNL/Janus Growth & Income Series..................... $0 to $300 million 0.95%
Over $300 million 0.90%
JNL/Putnam International Equity Series............... $0 to $50 million 1.10%
$50 to $150 million 1.05%
$150 to $300 million 1.00%
$300 to $500 million 0.95%
Over $500 million 0.90%
JNL/Putnam Mid-Cap Growth Series..................... $0 to $300 million 0.95%
Over $300 million 0.90%
T. Rowe Price/JNL Value Series....................... $0 to $300 million 0.90%
Over $300 million 0.85%
</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 10th day of
February, 2000.
JNL SERIES TRUST
By: /S/ ANDREW B. HOPPING
-----------------------------------
Name: Andrew B. Hopping
----------------------------
Title: President
--------------------------------
JACKSON NATIONAL FINANCIAL
SERVICES, LLC
By: /S/ MARK D. NERUD
-----------------------------------
Name: Mark D. Nerud
----------------------------
Title: Chief Financial Officer
--------------------------------
EXHIBIT C
INFORMATION ABOUT THE ADVISER
The Adviser's directors and principal executive officers and their principal
occupations are shown below.
Name and Address Position with Adviser Principal Occupation
Andrew B. Hopping President and Managing Executive Vice President
5901 Executive Drive Board Member and Chief Financial Officer
Lansing, MI 48911 of Jackson National Life
Insurance Company
Mark D. Nerud Chief Financial Officer Chief Financial Officer
225 West Wacker Drive and Managing Board of the Adviser
Suite 1200 Member
Chicago, IL 60606
Susan S. Min Secretary Senior Attorney of
5901 Executive Drive Jackson National Life
Lansing, MI 48911 Insurance Company
EXHIBIT D
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
JANUS CAPITAL CORPORATION
AMENDMENT effective as of September 16, 1996, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and JANUS CAPITAL CORPORATION, a Colorado
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement executed as of February 28, 1995 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to the investment portfolios of the JNL Series Trust; and
WHEREAS, the Agreement provides that the Adviser will pay the
Sub-Adviser for the services provided and the expenses assumed pursuant to the
Agreement a sub-advisory fee as set forth on Schedule B to the Agreement and the
Sub-Adviser agrees to accept such sub-advisory fee as full compensation for such
services and expenses; and
WHEREAS, the parties desire to change the sub-advisory fee.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree to amend the Agreement as follows:
1. Schedule B to the Agreement shall be amended and replaced with
Schedule B dated September 16, 1996, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 21st day of August, 1996.
JACKSON NATIONAL FINANCIAL JANUS CAPITAL CORPORATION
SERVICES, INC.
By: /s/ John A. Knutson By: /s/ Stephen L. Stieneker
Name: John A. Knutson Name: Stephen L. Stieneker
Title: President Title: Vice President
SCHEDULE B
DATED SEPTEMBER 16, 1996
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
JANUS CAPITAL CORPORATION
JNL Capital Growth Series
JNL Aggressive Growth Series
JNL Global Equities Series
Average Daily Net Assets Annual Rate
$0 to $100 Million .55%
$100 Million to $500 Million .50%
Amounts over $500 Million .45%
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of February 28, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and JANUS CAPITAL CORPORATION, a Colorado
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the JNL Series Trust
(the "Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolios of the Trust
listed on Schedule A hereto (each a "Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Funds for the period and on the terms
set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Delivery of Documents and Information.
(a) Adviser has furnished Sub-Adviser with copies
properly certified or authenticated of each of the
following:
(i) the Trust's Agreement and Declaration of Trust,
as filed with the Secretary of State of The
Commonwealth of Massachusetts on June 1, 1994, and
all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall
from time to time be amended or restated, is herein
called the "Declaration of Trust");
(ii) the Trust's By-Laws and amendments thereto;
(iii) resolutions of the Trust's Board of Trustees
authorizing the appointment of Sub-Adviser and
approving this Agreement and resolutions of the
Trust's Board of Trustees which may affect the duties
of Adviser or Sub-Adviser;
(iv) the Trust's Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities
and Exchange Commission (the "SEC") and all
amendments thereto;
(v) the Trust's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended ("1933
Act") and under the 1940 Act as filed with the SEC
and all amendments thereto insofar as such
Registration Statement and such amendments relate to
the Funds (the "Registration Statement"),
(vi) the Trust's most recent prospectus and Statement
of Additional Information for the Funds (collectively
called the "Prospectus"); and
(vii) a copy of the Trust's agreement with the
Custodian (the "Custodian") designated to hold the
assets in the Trust and any modification to such
agreement (the "Custody Agreement"). The Funds'
assets shall be maintained in the custody of the
Custodian and in accordance with the Custody
Agreement. Any assets added to the Funds shall be
delivered directly to the Custodian. Sub-Adviser
shall have no liability for the acts or omissions of
the Custodian.
(b) Adviser also will furnish the Sub-Adviser from time
to time with the following:
(i) copies of all amendments of or supplements to the
documents set forth in Section 2(a) above, before or
at the time the amendments or supplements become
effective;
(ii) timely information regarding such matters as the
composition of assets in the Funds, cash requirements
and cash available for investment in the Funds, and
any information as may be reasonably necessary for
Sub-Adviser to perform its responsibilities in
connection with this Agreement, including without
limitation, information relating to Adviser's
liquidity procedures, cross-trade procedures and any
other procedures;
(iii) certified copies of any financial statements or
reports prepared for the Trust, including the Funds,
by certified or independent public accountants, and
copies of any financial statements or reports made by
the Funds to their shareholders or to any
governmental body or securities exchange; and
(iv) any further materials or information which
Sub-Adviser may reasonably request to enable it to
perform its functions under this Agreement.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will have exclusive authority to furnish
an investment program in respect of, and to make investment decisions for, all
assets of the Funds and without prior consultation with the Adviser, to buy,
sell, lend, and otherwise trade in any stocks, bonds, and other securities and
investment instruments on behalf of the Funds, and except as otherwise provided
in this Agreement, without regard to the length of time the securities and
investment instruments have been held and the resulting rate of portfolio
turnover or any tax considerations. Subject to the investment objectives,
policies, and restrictions concerning the Funds set forth in the Declaration of
Trust and By-Laws and in the Registration Statement, the Funds may be invested
in such proportions of stocks, bonds, other securities or investment
instruments, or cash as Sub-Adviser shall determine. In the performance of its
duties, Sub-Adviser will monitor the Funds' investments, and will comply with
the provisions of Trust's Declaration of Trust and By Laws, as amended from time
to time, and the stated investment objectives, policies and restrictions of the
Funds. Sub-Adviser and Adviser will each be available to the other from time to
time at reasonable times to review investment policies of the Funds and to
consult with each other regarding the investment affairs of the Funds.
Sub-Adviser is responsible for compliance with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, applicable to the Funds.
Sub-Adviser represents the following:
(a) Sub-Adviser is a corporation duly organized, validly
existing and in good standing as a corporation under the laws
of the State of Colorado.
(b) Sub-Adviser has all requisite corporate power and
authority under the laws of Colorado and federal securities
laws to execute, deliver, and perform this Agreement.
(c) All necessary corporate proceedings of Sub-Adviser have
been duly taken to authorize the execution, delivery and
performance of this Agreement by Sub-Adviser.
(d) Sub-Adviser is a registered investment adviser under the
Investment Adviser's Act of 1940.
(e) Sub-Adviser will conform with all applicable Rules and
Regulations of the Securities and Exchange Commission in all
material respects.
(f) Sub-Adviser will place orders pursuant to its investment
determinations for the Funds either directly with the issuer
or with any broker or dealer selected by Sub-Adviser. Purchase
or sell orders for the Funds may be aggregated with
contemporaneous purchase or sell orders of other clients of
Sub-Adviser. In placing orders with brokers and dealers, the
Sub-Adviser will attempt to obtain the best combination of
prompt execution of orders in an effective manner and at the
most favorable price. Consistent with this obligation,
Sub-Adviser may, in its discretion, purchase and sell
portfolio securities to and from brokers and dealers who
provide the Sub-Adviser with research advice and other
services. Sub-Adviser may pay a broker or dealer a commission
for effecting a securities transaction in excess of the
commission or dealer spread another broker or dealer would
have charged for effecting that transaction if Sub-Adviser
determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research
products and/or services provided by such broker or dealer.
This determination, with respect to brokerage and research
services or products, may be viewed in terms of either that
particular transaction or the overall responsibilities which
Sub-Adviser and its affiliates have with respect to the funds
and to accounts over which they exercise investment
discretion, and not all such services or products may be used
by Sub-Adviser in managing the Funds. Portfolio securities
may be purchased from or sold to the Adviser, Sub-Adviser
or any affiliated person of either the Trust, Adviser, or
Sub-Adviser, as may be permitted under the 1940 Act.
(g) Sub-Adviser will report regularly to Adviser and to the
Board of Trustees and will be available for the purpose of
reviewing with representatives of Adviser and the Board of
Trustees on a regular basis at reasonable times the management
of the Funds, including, without limitation, review of the
general investment strategies of the Funds, the performance of
the Funds in relation to standard industry indices, interest
rate considerations and general conditions affecting the
marketplace and will provide various other reports from time
to time as reasonably requested by Adviser.
(h) Sub-Adviser will prepare and maintain such books and
records with respect to the Funds' securities transactions and
will furnish Adviser and Trust's Board of Trustees such
periodic and special reports as may be mutually agreed upon.
The preparation and filing of Schedule 13G and Form 13F on
behalf of the Funds shall be the responsibility of
Sub-Adviser.
(i) Sub-Adviser will treat confidentially and as proprietary
information of Trust all such records and other information
relative to Trust maintained by the Sub-Adviser, and will not
use such records and information for any purpose other than
performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by
Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Sub-Adviser may be exposed to
civil or criminal penalties or contempt proceedings for
failure to comply, when requested to divulge such information
by du y constituted authorities, or when so requested by
Trust; and
(j) Sub-Adviser will vote proxies received in connection with
securities held by the Funds.
4. Representations of Adviser. Adviser represents the following:
(a) Adviser is a corporation duly organized, validly existing,
and in good standing as a corporation under the laws of
Delaware.
(b) Adviser has all requisite corporate power and authority
under the laws of Delaware and under federal securities laws
to execute, deliver and perform this Agreement.
(c) All necessary corporate proceedings of Adviser and the
Funds have been duly taken to authorize the execution,
delivery and performance of this Agreement by Adviser.
(d) Adviser is a registered investment adviser under the
Investment Adviser's Act of 1940.
(e) Adviser has received a copy of Sub-Adviser's most recent
Form ADV as filed with the SEC.
5. Confidentiality and Proprietary Rights. Adviser will not directly,
or indirectly, and will not permit its employees, officers, directors, agents,
contractors, and the Funds to, in any form or by any means, use, disclose, or
furnish, to any person or entity, records or information concerning the business
of Sub-Adviser, except as necessary for the performance of its duties under this
Agreement or its Investment Management Agreement with the Trust. Sub-Adviser is
the sole owner of the name and mark "Janus." Adviser shall not, and shall use
its best efforts to cause the Funds not to, without prior written consent of
Sub-Adviser, use the name and mark "Janus" or make representations regarding the
Sub-Adviser or its affiliates. Upon termination of this Agreement for any
reason, Investment Manager shall immediately cease, and shall use its best
efforts to cause the Funds to immediately cease, all use of any Janus mark.
6. Expenses. Adviser shall assume and pay all its organizational,
operational, and business expenses not specifically assumed or agreed to be paid
by Sub-Adviser pursuant to this Agreement, including, without limitation, (a)
interest and taxes; (b) brokerage commissions and other costs in connection with
the purchase or sale of securities or other investment instruments with respect
to the Funds; and (c) custodian fees and expenses. Any reimbursement of advisory
fees required by any expense limitation provision and any liability arising out
of a violation of Section 36(b) of the 1940 Act shall be the sole responsibility
of Adviser. Adviser and Sub-Adviser shall not be considered as partners or
participants in a joint venture. Sub-Adviser will pay its own expenses for the
services to be provided pursuant to this Agreement to the extent not assumed by
Adviser above, and will not be obligated to pay any expenses of Adviser, the
Trust, or the Funds. Subject to the foregoing, during the term of this
Agreement, Sub-Adviser will pay all expenses incurred by it in connection
with its activities under this Agreement.
7. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
maintained and preserved pursuant to the provisions of Rules 31a-1 and 31a-2
which it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Trust's
request. Sub-Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by
Sub-Adviser under the 1940 Act.
8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto.
9. Services to Others. Adviser understands, and has advised the
Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act,
as an investment adviser to fiduciary and other managed accounts, and as
investment adviser or sub-investment adviser to other investment companies.
Adviser has no objection to Sub-Adviser acting in such capacities, provided that
whenever the Funds and one or more other investment advisory clients of
Sub-Adviser have available funds for investment, investments selected for each
will be allocated in a manner believed by Sub-Adviser to be equitable to each.
Adviser recognizes, and has advised Trust's Board of Trustees, that in some
cases this procedure may adversely affect the size of the position that the
participating Fund(s) may obtain in a particular security. In addition, Adviser
understands, and has advised Trust's Board of Trustees, that the persons
employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement
will not devote their full time to such service and nothing contained in this
Agreement will be deemed to limit or restrict the right of Sub-Adviser or any of
its affiliates to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
This Agreement shall not in any way limit or restrict
Sub-Adviser, its affiliates, or any of its directors, officers, employees, or
agents from buying, selling, or trading any securities or other investment
instruments for its or their own account or for the account of others for whom
it or they may be acting. Sub-Adviser shall for purposes of this Agreement be
deemed to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Funds or Adviser in
any way or otherwise be deemed an agent of the Funds or Adviser other than in
furtherance of its duties and responsibilities set forth in this Agreement.
Sub-Adviser shall not be subject to any written code of ethics adopted pursuant
to Rule 17j-l(b) of the 1940 Act, unless such code is specifically adopted by
Sub-Adviser.
10. Limitation of Liability. Except as may otherwise be provided by
federal securities laws, Adviser will not take any action against Sub-Adviser to
hold Sub-Adviser liable for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the performance of Sub-Adviser's
duties under this Agreement, including, without limitation, any loss in
connection with pricing, except for a loss resulting from Sub-Adviser's willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.
Adviser and the Funds shall hold harmless and indemnify
Sub-Adviser for any loss, liability, cost, damage, or expense (including
reasonable attorneys' fees and costs) relating to the Funds arising from any
claim or demand by any past or present shareholder of the Funds that is not
based upon the activities provided by Sub-Adviser pursuant to this Agreement.
Adviser acknowledges and agrees that Sub-Adviser makes no representation or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Funds or that the Funds will perform comparably
with any standard or index, including other clients of Sub-Adviser, whether
public or private.
11. Indemnification. Adviser and the Sub-Adviser each agree to
indemnify the other against any claim against, loss or liability to such other
party (including reasonable attorneys' fees) arising out of any action on the
part of the indemnifying party which constitutes willful misfeasance, bad faith
or gross negligence.
12. Duration and Termination. This Agreement will become effective upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.
Thereafter, if not terminated as to a Fund, this Agreement
will continue in effect as to a Fund for successive periods of 12 months,
provided that such continuation is specifically approved at least annually in
the manner required by the 1940 Act and the rules and regulations thereunder.
Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at
any time, without the payment of any penalty, on sixty days' written notice to
Sub-Adviser by the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund. This Agreement may also be
terminated as to a Fund at any time, without the payment of any penalty, on
ninety days' written notice by the Adviser or Sub-Adviser. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities", interested
persons" and "assignment" have the same meaning of such terms in the 1940 Act.)
13. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated, except as required by applicable law,
and only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
14. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
The name "JNL Series Trust" and "Trustees of JNL Series Trust"
refer respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under the Declaration
of Trust, to which reference is hereby made and a copy of which is on file at
the office of the Secretary of State of the Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of the "JNL Series Trust" entered in the name
or on behalf thereof by any of the Trustees, representatives or agents are made
not individually but only in such capacities and are not binding upon any of the
Trustees, Shareholders or representatives of Trust personally, but bind only the
assets of Trust, and persons dealing with the Fund must look solely to the
assets of Trust belonging to such Fund for the enforcement of any claims against
Trust.
16. Applicable Law. This Agreement shall be construed in accordance
with applicable federal law and the substantive laws of the State of Michigan.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
JACKSON NATIONAL FINANCIAL
SERVICES, INC.
By: /s/ John A. Knutson
------------------------------------
Name: John A. Knutson
------------------------------------
Title: President
------------------------------------
JANUS CAPITAL CORPORATION
By: /s/ Stephen L. Stieneker
------------------------------------
Name: Stephen L. Stieneker
------------------------------------
Title: Assistant Vice President
------------------------------------
SCHEDULE A
(Funds)
JNL Capital Growth Series
JNL Aggressive Growth Series
JNL Global Equities Series
SCHEDULE B
(COMPENSATION)
JNL Capital Growth Series
Average Daily Net Assets Annual Rate
$0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
JNL Aggressive Growth Series
Average Daily Net Assets Annual Rate
$0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
JNL Global Equities Series:
Average Daily Net Assets Annual Rate
$0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
EXHIBIT E
INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, LLC
AND
JANUS CAPITAL CORPORATION
This AMENDMENT is made by and between JACKSON NATIONAL FINANCIAL
SERVICES, LLC, a Michigan limited liability company and registered investment
adviser ("Adviser"), and JANUS CAPITAL CORPORATION, a Colorado corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of February 28, 1995 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to the investment portfolios of the JNL Series Trust; and
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Advisor a sub-advisory fee as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fee as full compensation
under the Agreement for such services and expenses; and
WHEREAS, the Adviser desires to appoint Sub-Adviser to provide, and
Sub-Adviser has agreed to provide, additional sub-investment advisory services
to two new investment portfolios of the JNL Series Trust, effective upon
execution or, if later, the date that initial capital for such investment
portfolio is first provided.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree to amend the Agreement as follows:
1. Schedule A to the Agreement is hereby deleted and replaced in its entirety
with Schedule A dated May 1, 2000, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its entirety
with Schedule B dated May 1, 2000, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 29th day of February, 2000.
JACKSON NATIONAL FINANCIAL JANUS CAPITAL CORPORATION
SERVICES, LLC
By:_/S/ ANDREW B. HOPPING_ By: /S/BONNIE M. HOWE
------------------------ -------------------------
Name: Andrew B. Hopping Name: Bonnie M. Howe
---------------------- -------------------------
Title: President Title: Vice President
---------------------- -------------------------
SCHEDULE A
DATED MAY 1, 2000
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, LLC
AND
JANUS CAPITAL CORPORATION
(Fund)
JNL/Janus Capital Growth Series
JNL/Janus Aggressive Growth Series
JNL/Janus Global Equities Series
JNL/Janus Balanced Series
JNL/Janus Growth & Income Series
SCHEDULE B
DATED MAY 1, 2000
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, LLC
AND
JANUS CAPITAL CORPORATION
(Compensation)
JNL/Janus Capital Growth Series
Average Daily Net Assets Annual Rate
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Aggressive Growth Series
Average Daily Net Assets Annual Rate
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Global Equities Series
Average Daily Net Assets Annual Rate
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Balanced Series
Average Daily Net Assets Annual Rate
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Growth & Income Series
Average Daily Net Assets Annual Rate
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
EXHIBIT F
INFORMATION ABOUT JANUS CAPITAL
The address of Janus Capital is 100 Fillmore Street, Denver, Colorado 80206.
Janus Capital is registered as an investment adviser under the Investment
Advisers Act of 1940.
Janus Capital's directors and principal executive officers, their addresses and
their principal occupations are shown below.
<TABLE>
<CAPTION>
Name and Position with Principal
Janus Capital Corporation Business Address Occupation
- ------------------------- ---------------- ----------
<S> <C> <C>
Thomas H. Bailey Janus Capital Corporation President, Chief
President 100 Fillmore Street Executive Officer,
Chairman Denver, CO 80206 Director, and Chairman
Chief Executive Officer of Janus Capital
Director Corporation
James P. Craig, III Janus Capital Corporation Director of Research,
Vice Chairman 100 Fillmore Street Vice President, Chief
Chief Investment Officer Denver, CO 80206 Investment Officer and
Vice President Director of Janus
Director Capital Corporation
Michael E. Herman President President of Kansas City
Director Kansas City Royals Royals Baseball Team
6201 Ward Parkway and Chairman of the
Kansas City, MO 64113 Ewing Marion
Kauffman Foundation
Thomas A. McDonnell President & CEO Director, President and
Director DST Systems, Inc. Chief Executive Officer
333 West 11th Street, 5th Floor of DST
Kansas City, MO 64105
Michael Stolper President President of Stolper &
Director Stolper & Co., Inc. Company
One American Plaza
600 West Broadway, Suite 1010
San Diego, CA 92101
Landon H. Rowland Chairman, President & CEO President and Chief
Director Kansas City Southern Executive Officer of
Industries, Inc. Kansas City Southern
114 W. Eleventh Street Industries, Inc.
Kansas City, MO 64105-1804
Thomas A. Early Janus Capital Corporation Vice President, General
Vice President, 100 Fillmore Street Counsel and Secretary
General Counsel and Denver, CO 80206 of Janus Capital
Secretary Corporation
Steven R. Goodbarn Janus Capital Corporation Vice President of Finance,
Vice President of Finance, 100 Fillmore Street Treasurer and Chief
Treasurer and Chief Denver, CO 80206 Financial Officer of Janus
Financial Officer Capital Corporation
Kelley Abbott Howes Janus Capital Corporation Vice President and
Vice President and 100 Fillmore Street Assistant General Counsel
Assistant General Denver, CO 80206 of Janus Capital Corporation
Counsel
Glenn P. O'Flaherty Janus Capital Corporation Vice President of Janus
Vice President 100 Fillmore Street Capital Corporation
Denver, CO 80206
Mark B. Whiston Janus Capital Corporation Vice President and Chief
Vice President and 100 Fillmore Street Marketing Officer of Janus
Chief Marketing Officer Denver, CO 80206 Capital Corporation
Marjorie G. Hurd Janus Capital Corporation Vice President and Chief
Vice President and 100 Fillmore Street Operations Officer of
Chief Operations Officer Denver, CO 80206 Janus Capital Corporation
Stephen L. Stieneker Janus Capital Corporation Vice President, Public
Vice President, Public 100 Fillmore Street Affairs and Vice President
Affairs and Vice President Denver, CO 80206 of Compliance of Janus
of Compliance Capital Corporation
</TABLE>
OTHER INVESTMENT COMPANY CLIENTS
Janus Capital also serves as investment adviser or subadviser to the following
investment companies, at the fee rates set forth below, which had the indicated
net assets at March 1, 2000.
Name of Fund Advisory Fee Rate Approximate Assets
- ------------ ----------------- ------------------
JANUS INVESTMENT FUND
Janus Growth & Income Fund Annual rate of .65% $8.7 billion
of average daily net assets
JANUS ASPEN SERIES
Growth & Income Portfolio Annual rate of .65% $133 million
of average daily net assets
KEMPER FUND
KVS Growth and Income Annual rate of .55% on first $36 million
Portfolio $100 million of average daily
net assets; .50% on next $400
million of average daily net
assets; and .45% of average
daily net assets over $500
million
PROXY
GOLDMAN SACHS/JNL GROWTH & INCOME SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 20, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Goldman Sachs/JNL Growth & Income 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 April 20, 2000, at 10:00 a.m., local time, and at any
adjournment thereof ("Meeting"), as follows:
1. To approve a change in sub-adviser for the Goldman Sachs/JNL Growth &
Income Series from Goldman Sachs Asset Management to Janus Capital
Corporation ("Janus Capital") and a proposed Investment Sub-Advisory
Agreement between Jackson National Financial Services, LLC ("Adviser") and
Janus Capital.
FOR ( ) AGAINST ( ) ABSTAIN ( )
2. To approve a proposed Amendment to the Investment Advisory Agreement
between the Trust and the Adviser which provides for a fee increase for the
Goldman Sachs/JNL Growth & Income Series.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL FOR
WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 2000
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
GOLDMAN SACHS/JNL GROWTH & INCOME 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:
Goldman Sachs/JNL Growth & Income Series ("Series")
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
GOLDMAN SACHS/JNL GROWTH & INCOME SERIES OF
JNL SERIES TRUST TO BE HELD ON APRIL 20, 2000
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 10:00 a.m., local time, on April 20,
2000, at the offices of Jackson National Life Insurance Company, 5901 Executive
Drive, Lansing, Michigan 48911 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:______________________________________, 2000
__________________________________________________
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 CARD 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 box below.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---- ------- --------
<S> <C> <C> <C>
1. To approve a change in sub-adviser for the
Goldman Sachs/JNL Growth & Income Series from
Goldman Sachs Asset Management to Janus Capital
Corporation ("Janus Capital") and a proposed
Investment Sub-Advisory Agreement between
Jackson National Financial Services, LLC
("Adviser") and Janus Capital.
2. To approve a proposed Amendment to the
Investment Advisory Agreement between the
Trust and the Adviser which provides for a
fee increase for the Goldman Sachs/JNL
Growth & Income Series.
</TABLE>
IMPORTANT: Please sign on the reverse side.
