SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JNL Series Trust
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(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
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(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.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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[ ] 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
<PAGE>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 10, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of JNL Series Trust, a Massachusetts business trust ("Trust"),
will be held at the offices of Jackson National Life Insurance Company, 5901
Executive Drive, Lansing, Michigan 48911 on October 10, 2000 at 11:00 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 or disapprove an arrangement and new investment advisory and
management agreement that would permit Jackson National Financial Services,
LLC, the Trust's investment advisor, with Board approval, to enter into or
amend sub-advisory agreements without shareholder approval.
2. To approve or disapprove a Brokerage Enhancement Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 for all Series of the Trust,
except the PPM America/JNL Money Market Series and each of the JNL/S&P
Series.
3. To transact such other business as may properly come before the Meeting or
any adjournment thereof. Should the Meeting be adjourned to a date after
October 10, 2000, the location of the Meeting will be changed to Jackson
National Life Insurance Company, One Corporate Way, Lansing, Michigan
48951.
Only Shareholders of record at the close of business on August 11, 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,
September __, 2000
Lansing, Michigan THOMAS J. MEYER
Secretary
JNL SERIES TRUST
5901 EXECUTIVE DRIVE
LANSING, MICHIGAN 48911
<PAGE>
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 10, 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 Series of the Trust
(the "Series") to be held at the offices of Jackson National Life Insurance
Company, 5901 Executive Drive, Lansing, Michigan 48911 ("Jackson National
Life"), on October 10, 2000, at 11:00 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"). Should the Meeting be adjourned to a
date after October 10, 2000, the location of the Meeting will be changed to
Jackson National Life Insurance Company, One Corporate Way, Lansing, Michigan
48951.
The Notice, this Proxy Statement, and the accompanying voting instructions card
were first mailed to variable annuity contract owners on or about September ___,
2000.
The Trustees have fixed the close of business on August 11, 2000 as the record
date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the 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 the following Shares of each Series
outstanding.
SERIES NUMBER OF SHARES OUTSTANDING
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
JNL/S&P Conservative Growth Series I
JNL/S&P Moderate Growth Series I
JNL/S&P Aggressive Growth Series I
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JNL/S&P Very Aggressive Growth Series I
JNL/S&P Equity Growth Series I
JNL/S&P Equity Aggressive Growth Series I
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
JNL/S&P Conservative Growth Index Series
JNL/S&P Moderate Growth Index Series
JNL/S&P Aggressive Growth Index Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
See page __ for information concerning the substantial Shareholders of the
Shares of each 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 Jackson National Financial Services,
LLC ("JNFS" or "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.
<PAGE>
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 each Series is necessary to approve each Proposal for a
particular Series, which shall mean the lesser of (i) 67% or more of the Shares
of the Series entitled to vote thereon present in person or by proxy at the
Meeting if holders of more than 50% of the outstanding Shares of the Series are
present in person or represented by proxy, or (ii) more than 50% of the
outstanding Shares of the Series.
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 October 5, 2000 as the last day
on which voting instructions will be accepted.
Any authorized voting instructions will be valid for any adjournment of the
<PAGE>
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 PROPOSAL 1: THE APPROVAL OF AN ARRANGEMENT AND NEW INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT THAT WOULD PERMIT JACKSON NATIONAL FINANCIAL SERVICES, LLC,
THE TRUST'S INVESTMENT ADVISOR, WITH BOARD APPROVAL, TO ENTER INTO OR AMEND
SUB-ADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE:
FOR PROPOSAL 2: THE APPROVAL OF A BROKERAGE ENHANCEMENT PLAN PURSUANT TO RULE
12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 FOR ALL SERIES OF THE TRUST,
EXCEPT THE PPM AMERICA/JNL MONEY MARKET SERIES AND EACH OF THE JNL/S&P SERIES.
Shares of each Series will be voted separately with respect to Proposals 1 and 2
as set forth in the table below.
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PROPOSAL SERIES AFFECTED
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1. To approve or disapprove an All Series of the Trust
arrangement and new investment advisory
and management agreement that would
permit Jackson National Financial
Services, LLC, the Trust's investment
advisor, with Board approval, to
enter into or amend sub-advisory
agreements without shareholder approval.
2. To approve or disapprove a Brokerage All Series of the Trust, except the
Enhancement Plan pursuant to Rule 12b-1 PPM America/JNL Money Market Series
under the Investment Company Act of 1940. and each of the JNL/S&P Series
PROPOSAL NO.1
TO APPROVE OR DISAPPROVE AN ARRANGEMENT AND NEW INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT THAT WOULD PERMIT JACKSON NATIONAL FINANCIAL SERVICES, LLC,
THE TRUST'S INVESTMENT ADVISOR, WITH BOARD APPROVAL, TO ENTER INTO OR
<PAGE>
AMEND SUB-ADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL.
The Board of Trustees of the Trust recommends the approval of an arrangement,
along with a New Investment Advisory and Management Agreement, that together
would permit Jackson National Financial Services, LLC ("JNFS" or "Adviser"), the
Trust's investment adviser, subject to Board approval, to enter into and/or
amend sub-advisory agreements without obtaining the approval of Trust
shareholders.
The Trust currently issues its shares in 43 separate series (each a Series). If
the proposal is approved, JNFS on behalf of the Trust, would be provided with
greater flexibility in retaining the services of one or more sub- advisers,
replacing sub-advisers or materially amending the terms of a sub- advisory
agreement for each Series. The Trust's sub-advisers for the Series are as
follows:
<TABLE>
<CAPTION>
SERIES SUB-ADVISER
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<S> <C> <C> <C> <C> <C> <C>
JNL/Alger Growth Series Fred Alger Management, Inc.
JNL/Alliance Growth Series Alliance Capital Management, L.P.
JNL/Eagle Core Equity Series Eagle Asset Management, Inc.
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series J.P. Morgan Investment Management, Inc.
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series Janus Capital Corporation
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series Pacific Investment Management Company
JNL/Putnam Growth Series Putnam Investment Management, Inc.
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
JNL/S&P Conservative Growth Series I Standard & Poor's Investment Advisory
JNL/S&P Moderate Growth Series I Services, Inc.
JNL/S&P Aggressive Growth Series I
JNL/S&P Very Aggressive Growth Series I
JNL/S&P Equity Growth Series I
JNL/S&P Equity Aggressive Growth Series I
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
<PAGE>
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
JNL/S&P Conservative Growth Index Series
JNL/S&P Moderate Growth Index Series
JNL/S&P Aggressive Growth Index Series
Lazard/JNL Mid Cap Value Series Lazard Asset Management
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series PPM America, Inc.
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series Salomon Brothers Asset Management Inc.
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series T. Rowe Price Associates, Inc.
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
</TABLE>
JNFS has engaged each of the above-named Sub-Advisers to provide investment
advisory services to the Trust pursuant to sub-advisory agreements entered into
individually with each Sub-Adviser. JNFS has no present intention to change any
of the Series' sub-advisers or its current sub-advisory agreements.
Section 15(a) of the Investment Company Act of 1940, as amended ("1940 Act")
requires that all contracts pursuant to which persons serve as investment
advisers to investment companies be approved by shareholders. As interpreted,
this requirement would apply to the appointment of sub-advisers to the Trust. In
order to obtain shareholder approval in accordance with Section 15(a) of the
1940 Act, the Trust would have to prepare and distribute proxy materials and
hold a special meeting of shareholders, causing it to incur costs and delays in
implementing contracts with sub-advisers. The United States Securities and
Exchange Commission (the "SEC"), however, has granted conditional exemptions
from the shareholder approval requirements. JNFS and the Trust have applied for
such an exemption. If the exemption is granted and the proposal is approved, any
sub-advisory agreement entered into would continue to require the approval of a
majority of the Board, including a majority of the Trustees who are not
"interested persons" of the Trust or JNFS (as defined in the 1940 Act). Thus,
the Board could, if it determined it to be in the best interests of the Trust
and its investors, authorize JNFS to hire or replace one or more sub-advisers,
including those sub-advisers above mentioned (except PPM America, Inc. as
discussed below), or change the terms of sub-advisory agreements, including
JNFS' current sub-advisory agreements. The Trust would not have to obtain
approval of shareholders, who would instead receive notice of the change,
including the same information they would receive in a proxy statement if their
approval were required.
<PAGE>
The Board has approved the submission of an application to the SEC for an order
exempting the Trust from the requirement of the 1940 Act that shareholders
approve sub-advisory agreements or amendments thereto. This exemptive relief, if
obtained, will not extend to any sub-adviser that is an "affiliated person", as
defined in Section 2(a)(3) of the 1940 Act, of the Trust or the Adviser
("Affiliated Sub-Adviser") (other than by reason of serving as a sub-adviser to
one or more of the Series of the Trust). PPM America, Inc. is an Affiliated Sub-
Adviser by way of its common ownership with JNFS. Therefore, although
shareholders of the Series currently being sub-advised by PPM America, Inc., are
being solicited for their approval of Proposal No. 1, the provision in the
proposed new Investment Advisory and Management Agreement relating to the
amendment of sub- advisory agreements without shareholder approval does not
apply to these Series. On May 11, 2000, the Board met to consider placing this
proposal on the agenda for the shareholder meeting. After consideration of
information about the proposal that was provided by JNFS (including the
information contained in the exemptive application), the Board concluded that
the proposal is reasonable, fair, and in the best interest of the Trust and its
shareholders. Accordingly, the Board unanimously approved the proposal and voted
to recommend its approval by shareholders. As noted above, this proposal also
involves the consideration of a new Investment Advisory and Management Agreement
between the Trust and JNFS. Proposal No. 2, the Brokerage Enhancement Plan, if
approved would also necessitate certain changes to the existing Investment
Advisory and Management Agreement. Refer to Proposal No. 2 for the specific
changes which would be made to the Investment Advisory and Management Agreement
in connection with the Brokerage Enhancement Plan. The new agreement recognizes
the fact that JNFS may, with Board approval, retain the services of one or more
sub-advisers, replace sub-advisers or amend sub-advisory contracts as
contemplated in this proposal. The new Investment Advisory and Management
Agreement does NOT provide for any increase in the investment advisory fee paid
to JNFS. However, if this proposal were adopted, it would permit JNFS to
renegotiate the fees it pays to sub-advisers so that a larger portion of the fee
under the Investment Advisory and Management Agreement could be retained by
JNFS. Renegotiating fees with sub-advisers in such a situation would not require
approval of shareholders, but would require approval of the Board. The existing
and new Investment Advisory and Management Agreements are described in more
detail below under the headings "Existing Investment Advisory and Management
Agreement" and "New Investment Advisory and Management Agreement," respectively.
The Board now seeks the approval of Trust shareholders which would: (i)
authorize JNFS on behalf of the Trust to enter into sub-advisory agreements or
amend such agreements without obtaining shareholder approval; and (ii) approve
the new Investment Advisory and Management Agreement between the Trust and JNFS.
The Trust's use of the authority that would be granted by this proposal is
contingent upon the SEC's issuance of an order permitting the Trust to do so.
BOARD CONSIDERATION OF PROPOSAL NO. 1
At its May 11, 2000 meeting, the Board considered various information provided
by JNFS, including the information contained in the exemptive application
submitted to the SEC. Based on this information, the Board concluded that
approval of the proposal is in the best interests of the Trust and its
<PAGE>
investors. Among the things considered by the Board in reaching this conclusion
was that (i) the proposal would permit the Trust to avoid the costs and
administrative burden that would be incurred if the Trust was compelled to
conduct a proxy solicitation each time JNFS and the Board determine to hire a
sub-adviser or amend a sub-advisory agreement; (ii) to the extent that JNFS
retains the services of a sub-adviser on behalf of any Series of the Trust, the
sub-adviser plays a role analogous to that of an individual portfolio manager,
thus making approval of the sub-advisory agreement less important to Trust
shareholders; and (iii) the proposal would maintain important safeguards and
protections for Trust shareholders. The information considered by the Board is
discussed in greater detail below.
Currently, in order to approve a sub-advisory agreement (including the
requirement to re-approve a sub-advisory agreement that has been terminated as a
result of an "assignment"), to substitute one sub-adviser for another, or to
amend a sub-advisory agreement, the Trust must obtain the approval of
shareholders. Seeking this approval imposes costs and burdens on the Trust and,
indirectly, upon shareholders. Some of these costs include printing costs for
the proxy statements, proxy cards, and return envelopes; postage (including
return postage); tabulation of proxy cards; if necessary, solicitation and other
expenses incurred in order to obtain a quorum; and the costs of the meeting
itself. Accordingly, the Board considered that the proposal would permit the
Trust to minimize these expenses and administrative burdens when retaining or
replacing sub-advisers, or when materially amending a sub-advisory agreement.
In addition, under the current arrangement, once JNFS and the Board determine
that using the services of one or more sub-advisers (or replacing or eliminating
a sub-adviser, or amending a sub-advisory agreement once a sub-adviser is
retained) is in the best interest of shareholders, a delay may occur until the
Trust can obtain the necessary approval of shareholders. Typically, it requires
approximately three months to prepare a proxy solicitation, send it to
shareholders, receive and tabulate the result, and hold the meeting. During this
period, the Trust loses the benefit of the addition or replacement of the
sub-adviser, or the amendment to the sub-advisory agreement. Approval of the
proposal would permit the Board and JNFS to reduce or eliminate this delay.
The second factor considered by the Board was the fact that, to the extent the
Trust uses the services of one or more sub-advisers, the sub-adviser plays a
role analogous to that of an individual portfolio manager employed by a typical
mutual fund's investment adviser, making approval of sub-advisory agreements
less important. In the case of a mutual fund that does not use a sub-adviser,
the fund's investment adviser provides corporate management and administrative
services, along with portfolio management services. Typically, the investment
adviser chooses an individual or individuals on its staff to perform the actual
day-to-day management of the portfolio. Although the investment adviser
discloses to shareholders the individual's identity, the company is not required
to, and does not, submit approval of the choice of individual to the
shareholders. Rather, accountability lies with the investment adviser itself,
which has the responsibility of monitoring the individual's investment
performance and replacing the individual if doing so is in the best interest of
shareholders.
<PAGE>
Under a structure where sub-advisers are used, the sub-adviser takes the place
of the individual portfolio manager. The investment adviser has ultimate
accountability for the performance of the sub-advisers. The Board believes that
shareholders will expect JNFS to select and retain sub-advisers who successfully
meet the Trust's objectives and policies and replace those who do not. The Board
further believes that, in such cases, shareholders will determine to rely on
JNFS' ability to select, monitor, and terminate sub-advisers.
The third factor considered by the Board was that the proposal preserves certain
protections and safeguards for the Trust and its shareholders. For example,
although the proposal would authorize JNFS on behalf of the Trust to enter into
or amend sub-advisory agreements, any change in the investment advisory contract
between the Trust and JNFS, or the replacement of JNFS itself, would continue to
require approval of Trust shareholders. In addition, shareholders would receive
the same information about sub-advisers as they currently do. In the event JNFS,
with the approval of the Board, determines to use the services of a sub-adviser
or replace a sub-adviser, shareholders would receive, within ninety days of the
change, the same information about the sub-adviser and sub-advisory agreement
they would receive in a proxy statement if their approval were required.
APPROVAL BY SEC
As noted above, the Board has approved the submission of an application to the
SEC for an order of exemption from certain requirements of the 1940 Act in order
to permit the Trust to use the authority to enter into or amend sub-advisory
agreements as contemplated by this proposal. Any use of that authority is
contingent upon obtaining the requested order from the SEC. The application for
exemption contains conditions to which the order would be subject. The
conditions are set forth in Exhibit A. It is possible that the SEC may require
certain changes to the application or impose additional conditions prior to
granting the order. The Trust will agree to such changes if the Board and JNFS
determine that it is in the best interests of the Trust and its shareholders to
do so. It is also possible that the SEC may refuse to grant the order entirely,
although the SEC has granted similar exemptions to other mutual fund companies
under similar circumstances in the past. In that case, the Board will take what
further actions it deems to be in the best interests of the Trust and its
shareholders.
REQUIRED VOTE
The proposal will be adopted with respect to a Series of the Trust if it is
approved by the vote of a majority of outstanding shares of that Series, as
defined in the 1940 Act, which is the lesser of (a) a vote of 67% or more of the
Series shares whose holders are present or represented by proxy at the meeting
if the holders of more than 50% of all outstanding Series shares are present in
person or represented by proxy at the meeting, or (b) a vote of more than 50% of
all outstanding Series shares. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
FOR PROPOSAL NO. 1.
EXISTING INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
<PAGE>
The Adviser serves as investment adviser to the Trust pursuant to the Amended
Investment Advisory and Management Agreement ("Existing 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 Existing 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 Existing Investment Advisory Agreement, the Adviser may delegate
certain of its duties to a sub-adviser or sub-advisers. The Existing 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
Existing Investment Advisory Agreement is attached hereto as Exhibit B. The
Existing Investment Advisory Agreement was last approved by the Board of
Trustees of the Trust on February __, 2000 and was last approved by Trust
shareholders on the following dates:
SERIES DATE
----------------------------------------------------------------------------
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets Series
<PAGE>
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
JNL/S&P Conservative Growth Series I
JNL/S&P Moderate Growth Series I
JNL/S&P Aggressive Growth Series I
JNL/S&P Very Aggressive Growth Series I
JNL/S&P Equity Growth Series I
JNL/S&P Equity Aggressive Growth Series I
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
JNL/S&P Conservative Growth Index Series
JNL/S&P Moderate Growth Index Series
JNL/S&P Aggressive Growth Index Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
As compensation for its services under the Existing Investment Advisory
Agreement, the Adviser receives a fee from the Trust computed separately for
each Series of Trust. The fee for each Series is stated as an annual percentage
of the average daily net assets of each Series. The fees for each Series are set
forth in Exhibit C. The fees will be the same in the new Investment Advisory and
Management Agreement. The Adviser received advisory fees of $26,522,227 from the
Trust for the year ended December 31, 1999.
The Adviser also serves as the Trust's administrator. Each Series of the
Trust, except the JNL/S&P Series, pays to the Adviser an administrative fee
of .10% of the average daily net assets of the Series. The Adviser received
<PAGE>
administrative fees of $_______________ from the Trust for the year ended
December 31, 1999.
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%
Unless superseded by the proposed new Investment Advisory and Management
Agreement, in connection with either this Proposal or Proposal No. 2, the
Existing Advisory Agreement will continue in effect provided such continuance is
specifically approved annually by the vote of a majority of the Board of
Trustees of the Trust (including a majority of such Trustees who are not parties
to the agreement or interested persons of any such party) cast in person at a
meeting specifically called for voting on such renewal. If Proposal No. 1 is
approved by shareholders, the new Investment Advisory and Management Agreement
with a provision allowing JNFS to hire and replace sub- advisers and amend the
contracts of such sub-advisers without shareholder approval, would be adopted.
If Proposal No. 1 is not approved by shareholders, but Proposal No. 2 is
approved, the new Investment Advisory and Management Agreement with a provision
that permits JNFS to direct Trust portfolio trades to its broker/dealer
affiliates would be adopted. If neither proposal is approved by shareholders,
the Existing Investment Advisory Agreement would continue in effect.
PROPOSED NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
JNFS proposes to enter into a new Investment Advisory and Management
<PAGE>
Agreement (the "New Investment Advisory Agreement") with the Trust. A form of
the New Investment Advisory Agreement is attached hereto as Exhibit D. The form
of the New Investment Advisory Agreement was proposed by JNFS and was approved
on August 10, 2000, by the Board of Trustees of the Trust (including a majority
of such trustees who are not parties to such agreement or interested persons of
any such party). Other than the provision relating to sub-advisory arrangements,
and the provision relating to the ability of JNFS to place the Trust's purchase
and sale of portfolio securities with JNFS' broker/dealer affiliates as
discussed in connection with Proposal No. 2., there are no material differences
between the Existing Investment Advisory Agreement and the New Investment
Advisory Agreement. In particular, the New Investment Advisory Agreement does
NOT provide for any increase in the investment advisory fee paid to JNFS. It is
expected that the New Investment Advisory Agreement will become effective on
______________, provided that on the Meeting date it is approved by a majority
vote of the holders of the outstanding voting securities of the Trust.
In approving the New Investment Advisory Agreement, and in recommending that
shareholders approve the New Investment Advisory Agreement, the Board considered
such factors as it deemed reasonably necessary and appropriate, including (1)
the nature, extent and quality of the services expected to be provided to the
Trust by JNFS; (2) JNFS' past investment performance with respect to the Trust;
(3) the costs of services to be provided by JNFS; (4) the fact that the
compensation payable to JNFS by the Trust is the same under the New Investment
Advisory Agreement as it is under the Existing Advisory Agreement; (5) other
sources of revenue accruing to JNFS and its affiliates as a result of its
relationship with the Trust, including any intangible benefits that accrue to
JNFS and its affiliates; (6) the Trust's expenses compared to other funds; and
(7) such other factors as the Board deemed relevant. Based on the considerations
above, the Board determined that the New Investment Advisory Agreement is in the
best interests of the Trust and its shareholders.
MORE INFORMATION ABOUT THE INVESTMENT ADVISER AND DISTRIBUTOR
The Trust currently has no distributor. However, in connection with the proposed
Brokerage Enhancement Plan discussed in Proposal No. 2, the Trust's Board has
approved a distribution agreement between the Trust and Jackson National Life
Distributors, Inc. ("JNLD"), pursuant to which JNLD would become the Trust's
distributor. Accordingly, if Proposal No. 2 is adopted, it is expected that JNLD
will become the Trust's distributor. JNLD is a wholly owned subsidiary of
Jackson National Life Insurance Company.
The principal occupations, and positions with JNFS and the Trust, of the
principal executive officer and each officer and director of JNFS are as
follows:
EXECUTIVE OFFICERS OF THE TRUST
<TABLE>
<CAPTION>
<PAGE>
- ----------------------------------------------------------------------------------------------------------------------------------
NAME, AGE AND ADDRESS* PRINCIPAL OCCUPATION POSITION WITH JNFS POSITION WITH TRUST
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSAL NO. 2
TO APPROVE OR DISAPPROVE A BROKERAGE ENHANCEMENT PLAN (THE "PLAN") PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 FOR ALL SERIES OF THE TRUST,
EXCEPT THE PPM AMERICA/JNL MONEY MARKET SERIES AND EACH OF THE JNL/S&P SERIES.
INTRODUCTION AND RECOMMENDATION OF THE BOARD OF TRUSTEES
Until now, neither the Trust nor any of the Series has had a "principal
underwriter." Although it is not required to do so, JNLD, as principal
underwriter of the Variable Contracts, currently pays many of the expenses used
to finance activities that are primarily intended to result in the sale of Trust
shares through the sale of the Variable Contracts). The Distributor's ability to
pay the costs associated with a higher level of sales activities is limited by
its available resources.
At a meeting of the Board of Trustees of the Trust (the "Board") held on August
10, 2000, the Board, including the Trustees who are not "interested persons" of
the Trust (as defined in the 1940 Act) (the "Independent Trustees") and who have
no direct or indirect financial interest in the operation of the Plan,
unanimously voted to approve the Plan and a new investment advisory agreement
that would permit the implementation of the Plan. The Plan is intended to assist
in promoting the sale of the Trust's shares by providing the Distributor with
further resources. The Board recommends that the shareholders of each Series, to
which the plan would apply, approve the plan. A copy of the Plan may be found in
Exhibit E.
DESCRIPTION OF THE PLAN
The Plan would authorize the Trust to place orders for the purchase or sale of
portfolio securities or other assets with: (i) broker-dealers that have agreed
to direct a portion of their brokerage commissions to introducing brokers
("Brokerage Payments") to be used to finance activities that are primarily
intended to result in the sale of Trust shares through the sale of Variable
Contracts; and (ii) broker-dealers that, in addition to executing the trade,
will provide brokerage credits, benefits or other services ("Brokerage Credits")
to be used directly or indirectly to promote the distribution of Trust shares
through the sale of Variable Contracts. Management of JNFS has informed the
Board of Trustees of the Trust that brokerage commission rates and commission
amounts paid by the various Series of the Trust are NOT expected to increase as
a result of the implementation of the Plan. As part of the Plan, JNLD would
become the principal underwriter of the Series of the Trust adopting the Plan,
with responsibility for promoting sales of shares of such Series.
Under the Plan, JNFS or a Sub-Adviser, would, subject to the requirement to seek
best price and execution, effect brokerage transactions in portfolio securities
through broker-dealers. It is anticipated that activities or services which will
be procured through Brokerage Payments and Brokerage Credits given to JNLD will
include:
* Developing, preparing, printing, and mailing of advertisements, sales
literature and other promotional material describing and/or relating to the
Trust, the Series, or the Variable Contracts.
* Printing and mailing of Trust prospectuses, statements of additional
information, any supplements thereto and shareholder reports for prospective
Variable Contract owners.
* Holding or participating in seminars and sales meetings designed to promote
the distribution of shares of the Trust, the Series or the Variable Contracts,
including materials intended either for broker-dealer only use or for retail
use.
* Providing information about the Trust, its Series or the Variable Contracts,
or mutual funds or variable contracts in general, to registered representatives
of broker-dealers.
* Providing assistance to broker-dealers that are conducting due diligence on
the Trust or its Series or the Variable Contracts.
* Payment of marketing fees or allowances requested by broker-dealers who sell
Variable Contracts.
* Obtaining information and providing explanations to Variable Contract owners
regarding Series investment options and policies and other information about the
Trust and its Series, including the performance of the Series.
* Training sales personnel regarding sales of Variable Contracts.
* Personal service and/or maintenance of the Variable Contract owner accounts.
* Financing any other activity that is intended to result in the sale of Trust
shares or the Variable Contracts.
<PAGE>
The Plan permits Brokerage Payments and Brokerage Credits generated by
securities transactions from one Series to inure to the benefit of that Series,
any other Series, or to the Trust as a whole. However, amounts generated under
the Plan and amounts expended under the Plan will be tracked separately for each
Series of the Trust.
JNLD will be obligated to use all of the Brokerage Payments and Brokerage
Credits generated under the Plan for distribution expenses. Accordingly, JNLD
will not make any profit from the operation of the Plan. However, JNLD could
indirectly benefit from the Plan in that Brokerage Payments and Brokerage
Credits generated under the Plan may help defray, in whole or in part,
distribution expenses that may otherwise be borne by JNLD or an affiliate in
distributing the Variable Contracts. In addition, an increase in the Series'
assets would increase the advisory fees paid to JNFS.
JNFS or a Sub-Adviser, on behalf of the Trust, may take appropriate actions to
effect the purposes of the Plan, to allocate transactions for the purchase or
sale of portfolio securities to particular broker-dealers, including affiliated
broker-dealers, in the manner described in the Plan. When directing JNFS or a
Sub-Adviser to allocate purchase or sale transactions to broker-dealers under
the Plan, the Trust will continue to be subject to those standards of best price
and best execution set forth in the Trust's registration statement.
The Plan requires that it be approved, with respect to each Series, by a vote of
at least a majority of the outstanding voting securities of that Series. The
Plan also provides that it is subject to an annual renewal by the Board,
including the Independent Trustees who do not have any direct or indirect
financial interest in the operation of the Plan (the "Plan Trustees"). The Plan
also provides that JNFS provide the Board with a written report of securities
transactions directed under the Plan, currently on a quarterly basis. The Plan
may be terminated at any time by a vote of the Board, by the vote of a majority
of the Plan Trustees or, with respect to a Series, by a vote of a majority of
the outstanding voting securities of such Series. All material Plan amendments
must be approved by a majority vote of the Board, including a majority of the
Plan Trustees.
EXPENSE INFORMATION
The brokerage commission rates and amounts paid by the various Series of the
Trust are not expected to increase as a result of the implementation of the
proposed Plan. Nor are the total returns of the Series expected to be affected
adversely. However, the staff of the Securities and Exchange Commission has
taken the position that amounts received by the Distributor or an affiliate as
an introducing broker under the Plan should be reflected in the expenses of the
Series of the Trust.
Therefore, the table below estimates what each Series' distribution fee, and
its resulting total and net expenses, will be deemed to be as a result of the
implementation of the Plan. However, it is not possible to determine with
accuracy actual amounts that will be received by the Distributor or its
<PAGE>
affiliate under the Plan. The amount will vary based upon the level of a Series'
brokerage activity, the proportion of such activity directed under the Plan, and
other factors. Unless otherwise indicated below, expenses other than the
distribution fee estimates are based on amounts paid for the year ending
December 31, 2001.
FEES AND EXPENSES OF THE TRUST
SHAREHOLDER FEES (ALL SERIES OF THE TRUST) (fees paid directly from your
investment). This table describes the fees and expenses that you may pay if you
buy and hold shares of the Series under the current arrangement.
------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases None
(as a percentage of offering price)
------------------------------------------------------------------------
Maximum Deferred Sales Charge (as a percentage of original None
purchase price or redemption proceeds, whichever is lower)
------------------------------------------------------------------------
CURRENT ANNUAL TRUST OPERATING EXPENSES (expenses that are deducted from
Series assets).
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
TOTAL TOTAL
ANNUAL SERIES ANNUAL SERIES
MANAGEMENT OTHER OPERATING MANAGEMENT OTHER OPERATING
FEES EXPENSES(1) EXPENSES FEES EXPENSES(1) EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <S> <C> <C> <C>
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
<PAGE>
PPM America/JNL High Yield Bond Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
</TABLE>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES (expenses that are deducted from
Series assets). The following table describes the fees and expenses that you
would pay if the Plan were adopted.
- ------------------------------------------------------------------------------
ESTIMATED TOTAL ANNUAL
MANAGEMENT DISTRIBUTION OTHER FUND OPERATING
FEES (12B-1) FEES EXPENSES(1) EXPENSES
- ------------------------------------------------------------------------------
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
<PAGE>
------------------------------------------------------------------------------
EXPENSE EXAMPLES. These Examples assume that you invest $10,000 in a Series
for the time periods indicated and that your investment has a 5% return each
year. The first table assumes that the Series' total operating expenses remain
at current levels. The second table reflects the effect of the imputed
distribution fees as discussed above. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
CURRENT. You would pay the following expenses if you redeemed your shares at
the end of each period.
--------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
--------------------------------------------------------
You would pay the following expenses if you did not redeem your shares.
--------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------
<PAGE>
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
--------------------------------------------------------
ESTIMATED. You would pay the following expenses if you redeemed your shares
at the end of each period.
-------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
--------------------------------------------------------
You would pay the following expenses if you did not redeem your shares.
--------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets
Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Value Series
JNL/Putnam Mid-Cap Growth Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality
Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
<PAGE>
BOARD CONSIDERATION OF THE PLAN
The Board, including all of the Independent Trustees, has voted to approve the
Plan and to recommend to shareholders of each Series that they vote to approve
the Plan.
The Board has determined that adoption of the Plan is in the best interests of
the Trust and its shareholders and that there is a reasonable likelihood that
the Plan will benefit the Trust and its shareholders. In making these
determinations, the Board considered a number of factors. The Board noted that
the Plan would help promote the sale of the Trust's shares without the Series
bearing any direct expenses of the type normally associated with distribution
plans for mutual funds. Moreover, the Board considered that the Series of the
Trust will continue to incur expenses for securities transactions, including
commissions, regardless of whether the Plan is adopted. In general, apart from
the execution provided, the brokerage expenses incurred by the Series currently
do not directly benefit the Series, except to the extent that executing brokers
provide research services to the Investment Adviser or a Sub-Adviser. Under the
Plan, the Series could benefit from the Trust's brokerage if it helps generate
increased assets.
The Board also considered that the Plan could help the Distributor to maintain
or enhance the distribution system in place for the Variable Contracts. The
Board considered a report from the Investment Adviser that implementation of the
Plan is not likely to increase the brokerage expenses of the Series. The Board
noted that promotion of the Variable Contracts could result in an increase in
the Series' assets, thereby promoting greater economies of scale and decreasing
the Series' operating expenses.
The Board also considered the benefits of the Plan to the Adviser and the
Distributor. In particular, the Board considered that an increase in the Series'
assets would increase the advisory fees paid to the Adviser, and that payment of
distribution expenses with Brokerage Payments and Brokerage Credits could reduce
the need for the Distributor (or an affiliate) to pay such expenses out of its
own resources.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF PROPOSALS 1 AND 2.
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.
<PAGE>
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.
To the knowledge of the Trust, as of the Record Date, the following Contract
owners were known to own beneficially more than 5% of the shares of each Series
listed:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF
OF BENEFICIAL BENEFICIAL PERCENTAGE OF
SERIES OWNER OWNERSHIP SERIES' SHARES
------ ----- --------- -----------------
<S> <C> <C> <C> <C>
JNL/Putnam Lucy Kathleen Abshere TRU 50,195.17 shares 7.55
Mid-Cap Series 11209 N May Avenue, Suite B
Oklahoma City, OK 73120
JNL/S&P Conservative Joseph A. Cianciolo 33,739.00 shares 5.06
Growth Series 3111 Stonebrook Circle
Memphis, TN 38116
Jack C. Mills 37,537.30 shares 5.63
110 Puma
El Paso, TX 79912
JNL/J.P. Morgan Martha J. Johnson 19,949.32 shares 6.90
International & Emerging 7520 Hewitt
Markets Series Fort Worth, TX 76180
JNL/S&P Very Aggressive Jose, Henry, Brantley, Keltn 78,046.92 shares 30.48
Growth Series II 675 N. Henderson Street
Fort Worth, TX 76107
</TABLE>
REQUIRED VOTE. Approval of Proposals 1 and 2 requires the vote of a
"majority of the outstanding voting securities" of each 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
<PAGE>
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
EXHIBIT A
CONDITIONS TO WHICH SEC ORDER IS SUBJECT
Applicants' Conditions:
Applicants agree that the order granting the required relief will be
subject to the following conditions:
1. Before a Series may rely on the requested order, the operation of the Series,
as described in the application, will be approved by a majority of the Series'
outstanding voting securities, as defined in the Act, or in the case of a Series
whose public shareholders purchased shares on the basis of a prospectus
containing the disclosure contemplated by condition 2 below, by the initial
shareholders before offering shares of that Series to the public.
2. Each Series relying on the requested relief will disclose in its prospectus
the existence, substance, and effect of any order granted pursuant to the
application. In addition, each Series will hold itself out to the public as
employing the management structure described in the application. The prospectus
will prominently disclose that the Adviser has ultimate responsibility subject
to review of the Board to monitor and evaluate Sub-Advisers and recommend their
hiring, termination, and replacement.
3. At all times, a majority of the Board will be Independent Trustees, and the
nomination of new or additional Independent Trustees will be at the discretion
of the then-existing Independent Trustees.
<PAGE>
4. The Adviser will not enter into a Sub-Advisory Agreement with an Affiliated
Sub-Adviser without that agreement, including the compensation to be paid under
it, being approved by the shareholders of the applicable Series.
5. When a Sub-Adviser change is proposed for a Series with an Affiliated
Sub-Adviser, the Board, including a majority of the Independent Trustees, will
make a separate finding, reflected in the Trust's Board minutes, that the change
is in the best interest of the Series and its shareholders and does not involve
a conflict of interest from which the Adviser or the Affiliated Sub-Adviser
derives an inappropriate advantage.
6. Within 90 days of the hiring of any new Sub-Adviser, the Adviser will furnish
shareholders of the affected Series with the information about the Sub-Adviser
that would be included in a proxy statement. The information will include any
changes caused by the addition of the new Sub-Adviser. The Adviser will meet
this condition by providing shareholders of the applicable Series with an
information statement meeting the requirements of Regulation 14C, Schedule 14C,
and Item 22 of Schedule 14A under the Securities Exchange Act of 1934, as
amended.
7. The Adviser will provide general management services to the Series, including
overall supervisory responsibility for the general management and investment of
each Series' securities portfolio and, subject to review and approval by the
Board, will (i) set each Series' overall investment strategies; (ii) evaluate,
select, and recommend Sub-Advisers to manage all or a part of a Series' assets;
(iii) when appropriate, allocate and reallocate the Series' assets among
multiple Sub-Advisers; (iv) monitor and evaluate the performance of the
Sub-Advisers; and (v) implement procedures reasonably designed to ensure that
the Sub-Advisers comply with the Series' investment objectives, restrictions,
and policies.
8. No trustee or officer of the Trust or director or officer of the Adviser will
own, directly or indirectly (other than through a pooled investment vehicle that
is not controlled by any such trustee, director or officer) any interest in a
Sub-Adviser except for : (i) ownership of interests in the Adviser or any entity
that controls, is controlled by, or is under common control with the Adviser, or
(ii) ownership of less than 1% of the outstanding securities of any class of
equity or debt securities of any publicly-traded company that is either a
Sub-Adviser or an entity that controls, is controlled by, or is under common
control with a Sub-Adviser.
EXHIBIT B
EXISTING INVESTMENT ADVISORY AGREEMENT
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%
<PAGE>
$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
--------------------------------
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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 C
INVESTMENT ADVISORY FEES
[TO BE COMPLETED]
EXHIBIT D
PROPOSED NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
EXHIBIT E
PROPOSED BROKERAGE ENHANCEMENT PLAN PURSUANT TO RULE 12b-1
JNL SERIES TRUST
BROKERAGE ENHANCEMENT PLAN
WHEREAS, JNL Series Trust (the "Trust") engages in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act");
WHEREAS, the Board of Trustees of the Trust (the "Board") has determined that,
subject to the requirement to seek best price and execution, it is appropriate
and desirable for the Trust to use certain brokerage commissions generated on
the purchase and sale of portfolio securities to finance activities that are
primarily intended to result in the sale of its shares (the "Brokerage
Enhancement Plan" or the "Plan") either directly or through the sale of variable
annuity or variable life insurance contracts (the "Variable Contracts") for
which the Trust serves as an underlying investment vehicle;
WHEREAS, shares of common stock of the Trust are currently divided into series,
those of which are subject to the Plan being listed on Schedule A hereto (the
"Series"), which Schedule can be amended to add or remove a series by an amended
schedule;
WHEREAS, in order to effect the purposes of this Plan the Trust has been
authorized to enter into a Distribution Agreement with Jackson National Life
<PAGE>
Distributors, Inc. (the "Distributor") pursuant to which the Distributor will
serve as distributor of the securities of which the Trust is the issuer;
WHEREAS, any benefits that may be obtained from brokerage commissions are assets
of the Trust, and the Trust wishes, pursuant to Rule 12b-1 under the Act, to
utilize such assets in furtherance of the distribution of the Trust's shares,
through the sale of the Variable Contracts; and
WHEREAS, the Board has determined that, to the extent that the use of these
benefits earned by a Series under this Plan results in the increased
distribution of the Trust's shares or the Variable Contracts, a benefit in the
form of potential economies of scale should inure to that Series and to the
other Series offered by the Trust;
NOW, THEREFORE, this Brokerage Enhancement Plan is adopted by the Trust on
behalf of the Series, in accordance with Rule 12b-1 under the Act, on the
following terms and conditions:
1. The Trust is authorized to enter into agreements or arrangements pursuant to
which the Trust may direct Jackson National Financial Services, LLC, ("JNFS"),
in its capacity as the Trust's investment adviser, and each of the sub- advisors
retained by JNFS (and approved by the Trust) to manage certain of the Series
(each a "Sub- Advisor"), acting as agents for the Trust or its Series.
a. To place orders for the purchase or sale of portfolio
securities with introducing broker-dealers who will receive a
portion of the brokerage commission paid by the Series from
broker-dealers executing such portfolio transactions for the
benefit of the Series ("Brokerage Payments") that can be used
directly or indirectly to finance the distribution of the
Trust's shares; or
b. To allocate transactions for the purchase or sale of portfolio
securities or other assets to broker-dealers, and receive, in
addition to execution of the brokerage transaction, credits,
benefits or other services from the broker- dealer ("Brokerage
Credits") that can be used directly or indirectly to promote
the distribution of the Trust's shares;
in each case, provided that JNFS or the Sub-Advisor must reasonably
believe that the broker-dealer (or the clearing broker of the
broker-dealer) will execute the transaction in a manner consistent with
standards of best execution, as described in the Registration Statement
for the Trust, as amended from time to time.
2. The Trust is authorized to expend Brokerage Credits and Brokerage Payments
to compensate the Distributor and other broker-dealers for the cost and
expense of certain distribution-related activities or to procure from, or
otherwise induce, the Distributor and other broker-dealers to provide
services, where such activities or services are intended to promote the
sale of the Trust's shares, either directly or indirectly through the sale
of the Variable Contracts. Such activities or services may be provided by
<PAGE>
the Distributor or broker-dealer to which a purchase or sale transaction
has been allocated (the directed broker- dealer) or by another
broker-dealer or other party at the direction of the Distributor or
directed broker-dealer. The activities or services which may be procured
with Brokerage Credits and Brokerage Payments include, but are not limited
to (i) developing, preparing, printing, and mailing of advertisements,
sales literature and other promotional material describing and/or relating
to the Trust, the Series, or the Variable Contracts; (ii) printing and
mailing of Trust prospectuses, statements of additional information, any
supplements thereto and shareholder reports for prospective Variable
Contract owners; (iii) holding or participating in seminars and sales
meetings designed to promote the distribution of shares of the Trust, the
Series or the Variable Contracts, including materials intended either for
broker-dealer only use or for retail use; (iv) providing information about
the Trust, its Series or the Variable Contracts, or mutual funds or
variable contracts in general, to registered representatives of
broker-dealers; (v) providing assistance to broker-dealers that are
conducting due diligence on the Trust or its Series or the Variable
Contracts; (vi) payment or reimbursement of legal and administrative costs
associated with implementing the Plan; (vii) marketing fees requested by
broker-dealers who sell Variable Contracts; (viii) obtaining information
and providing explanations to Variable Contract owners regarding Series
investment options and policies and other information about the Trust and
its Series, including the performance of the Series; (ix) training sales
personnel regarding sales of Variable Contracts; (x) personal service
and/or maintenance of the Variable Contract owner accounts; and (xi)
financing any other activity that is intended to result in the sale of
Trust shares or the Variable Contracts.
3. The Trust may direct the Distributor to take appropriate actions to effect
the purposes of this Plan, including, but not limited to, (a) directing on
behalf of the Trust or a Series and subject to the standards described
above, JNFS or a Sub- Advisor to allocate transactions for the purchase or
sale of portfolio securities in the manner described in the Plan; (b)
compensating a broker-dealer for the cost and expense of certain
distribution-related activities or procuring from a broker- dealer or
otherwise inducing a broker-dealer to provide services, where such
activities or services are intended to promote the sale of shares of the
Trust or a Series through the sale of the Variable Contracts, all on behalf
of the Trust or a Series. Subject to the standards set forth in Section 1,
and subject to applicable law, JNFS and a Sub-Advisor may also direct
brokerage transactions to a broker-dealer that is an affiliated person of
the Distributor, JNFS or a Sub- Advisor. Provided that any Brokerage
Credits or Brokerage Payments directly or indirectly inure to the benefit
of those Series which generated the particular Brokerage Credit or
Brokerage Payment, any such credits or payments may also inure to the
benefit of other Series of the Trust.
4. This Plan shall not take effect with respect to a Series until it has been
approved by (a) a vote of a majority of the outstanding voting securities
of that Series; and, together with any related agreements, has been
approved by (a) the Trust's Board of Trustees, and (b) those Trustees of
<PAGE>
the Trust who are not "interested persons" of the Trust (as defined in the
Act) and who have no direct or indirect financial interest in the operation
of this Plan or any agreements related to it (the "Rule 12b-1 Trustees"),
cast in person at a meeting (or meetings) called, at least in part, for the
purpose of voting on this Plan and such related agreements. As additional
Series of the Trust are established, this Plan shall not take effect with
respect to such Series until the Plan, together with any related
agreements, has been approved by votes of a majority of both (a) the
Trust's Board of Trustees and (b) the Rule 12b-1 Trustees cast in person at
a meeting called, at least in part, for the purpose of voting on such
approval.
5. After approval as set forth in paragraph 4, and any other approvals
required pursuant to the Act and Rule 12b-1 thereunder, this Plan
shall take effect at the time specified by the Trust's Board of
Trustees, or, if no such time is specified by the Trustees, at the
time that all approvals necessary have been obtained. The Plan shall
continue in full force and effect as to a Series for so long as such
continuance is specifically approved at least annually by votes of a
majority of both (a) the Board of Trustees and (b) the Rule 12b-1
Trustees of the Trust, cast in person at a meeting called, at least in
part, for the purpose of voting on this Plan.
6. The Distributor shall provide to the Trustees of the Trust a written report
of the amounts expended or benefits received and the purposes for which
such expenditures were made at such frequency as may be required under Rule
12b-1 of the Act.
7. This Plan may be terminated as to the Trust or each Series at any time,
without payment of any penalty, by vote of the Trustees of the Trust, by
vote of a majority of the Rule 12b-1 Trustees, or by a vote of a majority
of the outstanding voting securities of the Series on not more than 30
days' written notice to any other party to the Plan. In addition, all
Agreements shall provide that such Agreement shall terminate automatically
in the event of its assignment.
8. This Plan may not be amended in any material respect unless such
amendment is approved by a vote of a majority of both (a) the Trust's Board
of Trustees and (b) the Rule 12b-1 Trustees cast in person at a meeting
called, at least in part, for the purpose of voting on such approval. The
Plan may not be amended to increase materially the amount to be spent for
distribution unless such amendment is approved by a majority of the
outstanding voting securities of the pertinent Series and by a majority of
both (a) the Trust's Board of Trustees and (b) the Rule 12b-1 Trustees cast
in person at a meeting called, at least in part, for the purpose of voting
on such approval; PROVIDED HOWEVER, that increases in amounts spent for
distribution by virtue of a greater amount of Brokerage Credits or
Brokerage Payments generated by the Trust shall not be deemed to constitute
a material increase in the amount to be spent for distribution.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not "interested persons" (as defined in the Act) of the Trust
<PAGE>
shall be committed to the discretion of the Trustees who are not
interested persons.
10. The Trust shall preserve copies of this Plan and related agreements for a
period of not less than six years from the date of termination of the Plan
or related agreements, the first two years in an easily accessible place;
and shall preserve all reports made pursuant to paragraph 6 hereof for a
period of not less than six years, the first two years in an easily
accessible place.
11. The provisions of this Plan are severable as to each Series, and any action
to be taken with respect to this Plan shall be taken separately for each
Series affected by the matter.
<PAGE>
Date: ____________, 2000
<PAGE>
SCHEDULE A
JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Mid-Cap Growth Series
JNL/Putnam Value Equity Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
Salomon Brothers/JNL Balanced Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL Mid-Cap Growth Series
T. Rowe Price/JNL Value Series
<PAGE>
______________, 2000
<PAGE>
PROXY
_____________________ SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 10, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
________________________________ Series of JNL Series Trust ("Trust"), hereby
appoints _____________________, or any one of them true and lawful attorneys,
with power of substitution of each, to vote all shares which the undersigned is
entitled to vote, at the Special Meeting of Shareholders of the Trust to be held
at the offices of Jackson National Life Insurance Company, 5901 Executive Drive,
Lansing, Michigan 48911 on October 10, 2000, at 11:00 a.m., local time, and at
any adjournment thereof ("Meeting"), as follows:
ALL SERIES:
1. To approve an arrangement and new investment advisory and management
agreement that would permit Jackson National Financial Services, LLC, the
Trust's investment advisor, with Board approval, to enter into or amend
sub-advisory agreements without shareholder approval.
FOR ( ) AGAINST ( ) ABSTAIN ( )
ALL SERIES (EXCEPT THE PPM AMERICA/JNL MONEY MARKET SERIES AND
THE S&P SERIES):
2. To approve a Brokerage Enhancement Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940.
<PAGE>
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
_______________________ SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Series:
______ SEPARATE ACCOUNT
----------------------------------
---------------------------------
----------------------------------
TOTAL SHARES OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________ Series ("Series")
<PAGE>
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
JNL SERIES TRUST TO BE HELD ON OCTOBER 10, 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 11:00 a.m., local time, on October
10, 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
<PAGE>
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>
ALL SERIES:
1. To approve an arrangement and new investment advisory and management
agreement that would permit Jackson National Financial Services, LLC, the
Trust's investment advisor, with Board approval, to enter into or amend
sub-advisory agreements without shareholder approval.
ALL SERIES (EXCEPT THE PPM AMERICA/JNL MONEY MARKET SERIES
AND THE S&P SERIES):
2. To approve a Brokerage Enhancement Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940.
</TABLE>
<PAGE>
IMPORTANT: Please sign on the reverse side.
