SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JNL Series Trust
______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
JNL SERIES TRUST
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of the T. Rowe Price/JNL International Equity Investment Series
of JNL Series Trust, a Massachusetts business trust ("Trust"), will be held at
the offices of Jackson National Life Insurance Company, 5901 Executive Drive,
Lansing, Michigan 48911 on April 20, 2000 at 10:30 a.m., local time, to consider
and act upon the following proposals and to transact such other business as may
properly come before the Meeting or any adjournments thereof:
1. To approve a change in sub-adviser for the T. Rowe Price/JNL International
Equity Investment Series from Rowe Price-Fleming International, Inc. to
Putnam Investment Management, Inc. ("Putnam") and a proposed Investment
Sub-Advisory Agreement between Jackson National Financial Services, LLC
("Adviser") and Putnam with respect to this Series.
2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Only Shareholders of record at the close of business on February 25, 2000, the
record date for this Meeting, shall be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR VOTING INSTRUCTIONS CARD PROMPTLY.
By Order of the Board of Trustees,
April 1, 2000
Lansing, Michigan THOMAS J. MEYER
Secretary
JNL SERIES TRUST
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
5901 EXECUTIVE DRIVE
LANSING, MICHIGAN 48911
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
APRIL 20, 2000
The enclosed proxy is being solicited by and on behalf of the Board of Trustees
(the "Trustees" or "Board") of JNL Series Trust, a Massachusetts business trust
("Trust"), which consists of separate Series. This proxy is for use at a Special
Meeting ("Meeting") of shareholders ("Shareholders") of the T. Rowe Price/JNL
International Equity Investment Series (the "International Equity Series" or
"Series") to be held at the offices of Jackson National Life Insurance Company,
5901 Executive Drive, Lansing, Michigan 48911 ("Jackson National Life"), on
April 20, 2000, at 10:30 a.m., local time, or at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders (the "Notice").
The Notice, this Proxy Statement, and the accompanying voting instructions card
were first mailed to variable annuity contract owners on or about April 1,
2000.
The Trustees have fixed the close of business on February 25, 2000 as the record
date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the International Equity 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 13,022,633.284 Shares of the International
Equity Series outstanding. See page 10 for information concerning the
substantial Shareholders of the Shares of the International Equity Series.
The cost of preparing, printing and mailing the Notice, Proxy Statement, and
accompanying voting instructions card, and all other costs in connection with
the solicitation of proxies will be paid by the Adviser or an affiliate thereof.
In addition to the mailing of these proxy materials, proxies may be solicited by
letter, telephone or electronic means such as e-mail, or in person by an officer
of the Trust, by officers or employees of the Adviser or officers, agents or
employees of Jackson National Life.
THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1999, MAY BE OBTAINED WITHOUT CHARGE
BY CALLING (800) 766-4683 OR WRITING TO THE JNL SERIES TRUST SERVICE CENTER,
P.O. BOX 378002, DENVER, COLORADO 80237-8002.
VOTING
The Agreement and Declaration of Trust for the JNL Series Trust dated June 1,
1994 (the "Declaration of Trust") provides that thirty percent of the Shares
entitled to vote shall be a quorum for the transaction of business at a
Shareholders' meeting and thirty percent of the aggregate number of Shares in
any Series that are entitled to vote shall be necessary to constitute a quorum
for the transaction of business by that Series at a Shareholders' meeting.
The Declaration of Trust further provides that Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to the exercise
of the proxy the Trust receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving its invalidity shall rest on the challenger. At all
meetings of Shareholders, unless inspectors of election have been appointed, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of the
meeting. A proxy shall be revocable at any time prior to its exercise by a
written notice addressed to and received by the Secretary of the Trust. Unless
otherwise specified in the proxy, the proxy shall apply to all Shares of each
Series of the Trust owned by the Shareholder.
With respect to Proposal 1, a vote of the "majority of the outstanding voting
securities" of the Series is necessary to approve the Proposal, which shall mean
the lesser of (i) 67% or more of the Shares of the Series entitled to vote
thereon present in person or by proxy at the Meeting if holders of more than 50%
of the outstanding Shares of the Series are present in person or represented by
proxy, or (ii) more than 50% of the outstanding Shares of the Series.
Shares of the Trust are sold to separate accounts of Jackson National Life to
fund the benefits of variable annuity contracts ("Variable Contracts") issued by
Jackson National Life and to Qualified Plans of Jackson National Life. Although
Jackson National Life, through its separate accounts, legally owns all Shares
relating to the Variable Contracts of the Series, Jackson National Life will
vote all such Shares in accordance with the voting instructions timely given by
the owners ("Contract owners") of the Variable Contracts with assets invested in
the Series. Because Contract owners are indirectly invested in the Series
through their Variable Contracts and have the right to instruct Jackson National
Life how to vote shares of the Series on all matters requiring a vote of
shareholders, Contract owners should consider themselves shareholders for the
purposes of this Proxy Statement. Contract owners at the close of business on
the Record Date will be entitled to notice of the Meeting and to instruct
Jackson National Life how to vote at the Meeting or at any adjourned session.
Contract owners may use the voting instructions card as a ballot to give Jackson
National Life the voting instructions for those shares attributable to their
Variable Contracts as of the Record Date. When the Contract owner completes the
voting instructions card and sends it to Jackson National Life, Jackson National
Life votes the shares attributable to the Variable Contract of the Contract
owner in accordance with the Contract owner's instructions. If the Contract
owner merely signs and returns the form, Jackson National Life will vote those
shares in favor of the proposal. If the Contract owner does not return the form,
Jackson National Life will vote those shares in the same proportion as shares
for which instructions were received from other Contract Owners. Jackson
National Life has fixed the close of business on April 17, 2000 as the last day
on which voting instructions will be accepted.
Any authorized voting instructions will be valid for any adjournment of the
Meeting. If the management of the Trust receives an insufficient number of votes
to approve the proposal, the Meeting may be adjourned to permit the solicitation
of additional votes. Those persons named as proxies in the voting instructions
have the discretion to vote for any such adjournment. The approval of the
proposal depends upon whether a sufficient number of votes is cast for the
proposal. Accordingly, an instruction to abstain from voting on any proposal has
the same practical effect as an instruction to vote against the proposal.
Any person giving voting instructions may revoke them at any time prior to
exercising them by submitting to the Secretary of the Trust a superseding voting
instruction card or written notice of revocation. Only the Contract owner
executing the voting instructions card can revoke it. Jackson National Life will
vote the shares of the Series in accordance with all properly executed and
unrevoked voting instructions of Contract owners.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE:
FOR: THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE SERIES AND THE PROPOSED
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN JACKSON NATIONAL FINANCIAL SERVICES,
LLC ("ADVISER") AND PUTNAM INVESTMENT MANAGEMENT, INC. ("PUTNAM").
PROPOSAL 1: APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE T. ROWE PRICE/JNL
INTERNATIONAL EQUITY INVESTMENT SERIES FROM ROWE PRICE-FLEMING INTERNATIONAL,
INC. TO PUTNAM INVESTMENT MANAGEMENT, INC. AND A PROPOSED INVESTMENT
SUB-ADVISORY AGREEMENT BETWEEN JACKSON NATIONAL FINANCIAL SERVICES, LLC AND
PUTNAM WITH RESPECT TO THE SERIES
Introduction. The Adviser serves as investment adviser to the Trust pursuant to
the Amended Investment Advisory and Management Agreement, ("Investment Advisory
Agreement") dated August 17, 1995. The Adviser's address is 5901 Executive
Drive, Lansing, Michigan 48911. The Adviser also serves as the Trust's
Administrator. Under the Investment Advisory Agreement, the Adviser may delegate
certain of its duties to a sub-adviser or sub-advisers. The Investment Advisory
Agreement further provides that the Adviser is solely responsible for payment of
any fees or other charges arising from such delegation. The Investment Advisory
Agreement was approved by Jackson National Life, the Series' then sole
shareholder, on April 24, 1997.
INFORMATION REGARDING PROPOSED INVESTMENT SUB-ADVISORY AGREEMENT WITH PUTNAM
Currently, Rowe Price-Fleming International, Inc. serves as the sub-adviser to
the International Equity Series. It is now proposed that Putnam replace Rowe
Price-Fleming International, Inc. as the sub-adviser for the International
Equity Series. Putnam, located at One Post Office Square, Boston, Massachusetts
02109, has been managing mutual funds since 1937. Putnam is a subsidiary of
Putnam Investment, Inc., which is owned by Marsh & McLennan Companies, Inc., a
publicly-owned holding company whose principal businesses are international
insurance and reinsurance brokerage, employee benefit consulting and investment
management.
Putnam currently serves as sub-adviser to two other Series of the Trust pursuant
to an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement") between the
Adviser and Putnam dated April 22, 1997. It is proposed that the Sub-Advisory
Agreement be amended to add the International Equity Series to the Agreement. A
copy of the Sub-Advisory Agreement, including the proposed amendment, is
attached hereto as Exhibit A.
Under the terms of the Sub-Advisory Agreement, Putnam is responsible for making
investment decisions and placing orders for the purchase and sale of the Series'
investments directly with the issuers or with brokers or dealers selected by it
at its discretion. Putnam also furnishes to the Board, which has overall
responsibility for the business and affairs of the Series, periodic reports on
the investment performance of the Series.
Putnam is obligated to manage the Series in accordance with applicable laws and
regulations. The investment advisory services of Putnam to the Series are not
exclusive under the terms of the Sub-Advisory Agreement. Putnam is free to, and
does, render investment advisory services to others.
Consistent with the requirements of the Investment Company Act of 1940 ("1940
Act"), the Sub-Advisory Agreement provides that Putnam generally is not liable
to the Series for any error of judgment or mistake of law, or otherwise, except
by reason of willful misfeasance, bad faith or gross negligence in the
performance of Putnam's duties or by reason of its reckless disregard of its
obligations and duties under the Sub-Advisory Agreement.
The Sub-Advisory Agreement may be terminated by the Series without penalty upon
60 days' notice by the Board or Adviser or by a vote of the holders of a
majority of the Series' outstanding shares voting as a single class, or upon 60
days' notice by Putnam. As noted above, the Sub-Advisory Agreement terminates
automatically in the event of its "assignment" (as defined in the 1940 Act).
UNDER THIS PROPOSAL, THE ADVISORY FEES PAID TO THE ADVISER BY THE SERIES WILL
REMAIN THE SAME AS THEY ARE CURRENTLY. THUS, THE SUB-ADVISORY FEE INCREASE
DESCRIBED BELOW HAS NO EFFECT ON TRUST EXPENSES.
The proposed amendment to the Sub-Advisory Agreement will increase the amount of
fees which are currently paid by the Adviser to the Sub-Adviser of the
International Equity Series as indicated in the table below.
Current Sub-Advisory Fee Proposed Sub-Advisory Fee
------------------------ -------------------------
Assets Fees Assets Fees
- ------ ---- ------ ----
$0 to $20 million .75% First $150 million .65%
$20 million to $50 million .60% Next $150 million .55%
$50 million to $200 million .50% Over $300 million .45%
Over $200 million .50%*
*When average net assets exceed this amount, the sub-advisory fee asterisked is
applicable to all amounts in this Series.
The aggregate amount of compensation paid by the Adviser to the current
sub-adviser of the International Equity Series for its services for the year
ended 1999 was $490,173. The amount that the Adviser would have paid had the
proposed sub-advisory fee been in effect during such period is $533,225,
representing a 9% fee increase to the sub-adviser.
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by Putnam to the Series. If approved,
the proposed fee schedule will become effective on May 1, 2000.
A discussion concerning the Trustees' determination is contained under "Board of
Trustees' Evaluation."
If the amendment to the Sub-Advisory Agreement is approved by Shareholders of
the International Equity Series, it will take effect on May 1, 2000. It will
remain in effect for two years from that date and, unless earlier terminated,
will continue from year to year thereafter with respect to the Series, provided
that each such continuance is approved annually with respect to the Series (i)
by the Board or by the vote of a majority of the outstanding voting securities
of the Series, and, in either case, (ii) by a majority of the Trustees who are
not parties to the Sub-Advisory Agreement or "interested persons" of any such
party (other than as Trustees of the Trust) ("independent Trustees"). In the
event that Shareholders of the International Equity Series do not approve the
amendment to the Sub-Advisory Agreement, the Board of Trustees will take such
action as it deems to be in the best interest of the Series and its
shareholders.
If the Proposal is approved, the Series will also be renamed. The Series' new
name will be the JNL/Putnam International Equity Series.
Information about Putnam, its principal executive officers and directors and
fees charged to Putnam's other investment company clients is presented as
Exhibit B.
With respect to portfolio security transactions, the Adviser and Putnam always
attempt to achieve best execution and have complete freedom as to the markets in
and the broker/dealers through which they seek this result. Subject to the
requirement of seeking best execution, securities may be bought from or sold to
broker/dealers who have furnished statistical, research, and other information
or services to the Adviser or Putnam. In placing orders with such
broker/dealers, the Adviser and Putnam will, where possible, take into account
the comparative usefulness of such information. Such information is useful to
the Adviser and Putnam even though its dollar value may be indeterminable and
its receipt or availability generally does not reduce the Adviser's or Putnam's
normal research activities or expenses.
The Adviser and Putnam are authorized, consistent with Section 28(e) of the
Securities Exchange Act of 1934, as amended, when placing portfolio transactions
for the Series with a broker to pay a brokerage commission (to the extent
applicable) in excess of that which another broker might have charged for
effecting the same transaction on account of the receipt of research, market or
statistical information. The term "research, market or statistical information"
may include (a) advice as to (i) the value of securities, (ii) the advisability
of investing in, purchasing or selling securities, and (iii) the availability of
securities or purchasers or sellers of securities and (b) furnishing analysis
and reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy and the performance of accounts. Higher commissions
may be paid to firms that provide research services to the extent permitted by
law. The Adviser and Putnam may use this research information in managing the
Series' assets, as well as the assets of other clients.
Any portfolio transaction for the Series may be executed through brokers that
are affiliated with the Trust, the Adviser and/or a sub-adviser, if, in the
sub-adviser's judgment, the use of such affiliated brokers is likely to result
in price and execution at least as favorable as those of other qualified
brokers, and if, in the transaction, the affiliated broker charges the Series a
commission rate consistent with those charged by the affiliated broker to
comparable unaffiliated customers in similar transactions. All transactions with
affiliated brokers will comply with Rule 17e-1 under the 1940 Act.
For the fiscal year ended December 31, 1999, the Trust paid the following
amounts in brokerage commissions to affiliated broker/dealers:
Name of Broker/Dealer
- ---------------------
Fred Alger & Co., Inc. $629,057.11
Goldman Sachs 1,142.73
Jardine Fleming 551.77
Raymond James & Associates, Inc. 7,281.60
Robert Fleming 2,426.04
Salomon Brothers Inc. 264.00
Each of the broker/dealers listed above is affiliated with the Trust through a
sub-adviser.
The percentage of the Trust's aggregate brokerage commissions paid to affiliated
broker/dealers during the year ended December 31,1999 is as follows:
Broker/Dealer Percentage of Aggregate Commissions
- ------------- -----------------------------------
Fred Alger & Co., Inc. 15.966%
Goldman Sachs 0.030%
Jardine Fleming 0.014%
Raymond James & Associates, Inc. 0.185%
Robert Fleming 0.062%
Salomon Brothers Inc. 0.007%
BOARD OF TRUSTEES' EVALUATION
The Board, including the independent Trustees, has determined that the
Sub-Advisory Agreement will enable the International Equity Series to continue
to obtain services of high quality at costs deemed appropriate, reasonable and
in the best interests of the International Equity Series and its Shareholders.
The Board, at its February 10, 2000 meeting, was presented with materials
containing fee schedules of other comparable mutual funds. In addition, the
Trustees received materials containing an investment performance history of
Putnam in managing funds with investment objectives similar to that of the
International Equity Series.
In evaluating the Sub-Advisory Agreement, the Board took into account, among
other things, the following factors: (i) the qualifications of Putnam to provide
sub-advisory services, including the credentials and investment experience of
their respective officers; (ii) the high quality of the personnel, operations,
financial condition, investment management capabilities, methodologies and
performance of Putnam; and (iii) the fairness of the compensation payable to
Putnam.
Based upon its review, the Board determined that the Sub-Advisory Agreement is
in the best interests of the International Equity Series and its Shareholders.
Accordingly, after consideration of the above factors, and such other factors
and information it considered relevant, the Board, including the independent
Trustees, unanimously approved the Sub-Advisory Agreement and voted to recommend
its approval to the Series' Shareholders.
THE BOARD OF TRUST, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE SUB-ADVISORY AGREEMENT AS PROVIDED UNDER
PROPOSAL 1. UNMARKED PROXIES WILL BE SO VOTED.
PROPOSAL 2: OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this proxy statement. If other business should properly
come before the Meeting, proxies will be voted in accordance with the judgment
of the persons named in the accompanying proxy.
SUBSTANTIAL SHAREHOLDERS. As of the Record Date, all of the Shares of the Trust
were owned by Jackson National Life and its separate accounts and Qualified
Plans. As of the Record Date, the Officers and Trustees of the Trust together
owned Variable Contracts which represent less than 1% of the outstanding shares
of the Trust.
REQUIRED VOTE. Approval of Proposal 1 requires the vote of a "majority of
the outstanding voting securities" of the Series, as defined in the 1940 Act,
which means the vote of 67% or more of the voting securities of the Series
present at the Meeting, if the holders of more than 50% of the outstanding
shares of the Series are present or represented by proxy, or the vote of more
than 50% of the outstanding voting Series, whichever is less.
SHAREHOLDER PROPOSALS. The Trust does not hold regular shareholders'
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Trust at the address set forth on the cover of
this proxy statement.
Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTIONS CARD IS
REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
By Order of the Board of Trustees
Thomas J. Meyer, Secretary
April 1, 2000
Lansing, Michigan
EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, LLC
AND
PUTNAM INVESTMENT MANAGEMENT, INC.
This AMENDMENT is made by and between JACKSON NATIONAL FINANCIAL
SERVICES, LLC, a Michigan limited liability company and registered investment
adviser ("Adviser"), and PUTNAM INVESTMENT MANAGEMENT, INC. a Massachusetts
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of August 17, 1995 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to the investment portfolios of the JNL Series Trust; and
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fee as full compensation
under the Agreement for such services and expenses; and
WHEREAS, the Adviser desires to appoint Sub-Adviser to provide, and
Sub-Adviser has agreed to provide, additional sub-investment advisory services
to two new investment portfolios of the JNL Series Trust, effective upon
execution or, if later, the date that initial capital for such investment
portfolio is first provided.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree to amend the Agreement as follows:
1. Schedule A to the Agreement is hereby deleted and replaced in its
entirety with Schedule A dated May 1, 2000, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated May 1, 2000, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 29th day of February, 2000.
JACKSON NATIONAL FINANCIAL PUTNAM INVESTMENT
SERVICES, LLC MANAGEMENT, INC.
By: /S/ ANDREW B. HOPPING By: /S/ JOHN VERANI
--------------------------- ----------------------------
Name: Andrew B. Hopping Name: John Verani
-------------------- -------------------------
Title: President Title: Senior Vice President
----------------------- -------------------------
SCHEDULE A
DATED MAY 1, 2000
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, LLC
AND
PUTNAM INVESTMENT MANAGEMENT, INC.
(Fund)
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
JNL/Putnam International Equity Series
JNL/Putnam Mid-Cap Growth Series
SCHEDULE B
DATED MAY 1, 2000
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, LLC
AND
PUTNAM INVESTMENT MANAGEMENT, INC.
(Compensation)
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
Average Daily Net Assets Annual Rate
First $150 million 0.50%
Next $150 million 0.45%
Over $300 million 0.35%
JNL/Putnam International Equity Series
Average Daily Net Assets Annual Rate
First $150 million 0.65%
Next $150 million 0.55%
Over $300 million 0.45%
JNL/Putnam Mid-Cap Growth Series
Average Daily Net Assets Annual Rate
$0 to $250 million 0.50%
Over $250 million 0.45%
SUB-ADVISORY AGREEMENT
JNL SERIES TRUST
APRIL 22, 1997
Jackson National Financial Services, Inc. (the "Adviser") confirms its
agreement with Putnam Investment Management, Inc. (the "Sub-Adviser") with
respect to the JNL/Putnam Growth Series and JNL/Putnam Value Equity Series (each
a "Portfolio") of the JNL Series Trust (the "Fund") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Fund employs the Adviser as the manager of the Portfolios pursuant
to an Amended Investment Advisory and Management Agreement dated August 17,
1995, as amended (the "Management Agreement"), and the Fund and the Adviser
desire to employ and hereby appoint the Sub-Adviser to act as the sub-investment
adviser to the Portfolios. The investment objective(s), policies and limitations
governing each Portfolio are specified in the prospectus (the "Prospectus") and
the statement of additional information (the "Statement") of the Fund filed with
the Securities and Exchange Commission as part of the Fund's Registration
Statement on Form N-1A, as amended or supplemented from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Trustees of the Fund (the "Board"). Copies of the Prospectus and the Statement
have been or will be submitted to the Sub-Adviser. The Adviser agrees promptly
to provide copies of all amendments and supplements to the current Prospectus
and the Statement to the Sub-Adviser on an on-going basis. Until the Adviser
delivers any such amendment or supplement to the Sub-Adviser, the Sub-Adviser
shall be fully protected in relying on the Prospectus and Statement of
Additional Information as previously furnished to the Sub-Adviser. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation, as set forth below.
2. SERVICES AS SUB-ADVISER
(a) Subject to the supervision, direction and approval of the Board and the
Adviser, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in the view of the Sub-Adviser, sale and
reinvestment of each Portfolio's assets. The Sub-Adviser is authorized, in its
sole discretion and without prior consultation with the Adviser, to: (i) manage
each Portfolio's assets in accordance with the Portfolio's investment
objective(s) and policies as stated in the Prospectus and the Statement; (ii)
make investment decisions for each Portfolio; (iii) place purchase and sale
orders for portfolio transactions on behalf of each Portfolio; and (iv) employ
professional portfolio managers and securities analysts who provide research
services to each Portfolio. The Sub-Adviser shall not be responsible for the
administrative affairs of the Fund, including, but not limited to, accounting
for and pricing of the Portfolios. The Sub-Adviser will use its best efforts to
manage each Portfolio so that it complies with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, as applicable to the Fund. The
Adviser acknowledges and agrees that the Sub-Adviser's compliance with its
obligations in the immediately preceding sentence will be based on information
supplied by the Adviser including, but not limited to, portfolio lot level
realized and unrealized gain/loss allocation information. The Adviser agrees to
supply all such information on a timely basis.
In addition, the Sub-Adviser shall furnish the Adviser daily
information concerning portfolio transactions and monthly, quarterly and annual
reports concerning transactions and performance of each Portfolio in such form
as may be mutually agreed upon, and the Sub-Adviser agrees to review each
Portfolio and discuss the management of it from time to time with the Adviser
and the Board.
(b) Unless the Adviser gives the Sub-Adviser written instructions to
the contrary, the Sub-Adviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interests of the Portfolio
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of a Portfolio may be
invested.
(c) The Sub-Adviser shall maintain and preserve such records related to
each Portfolio's transactions as are required of a Sub-Adviser under the
Investment Advisers Act of 1940, as amended. The Sub-Adviser shall timely
furnish to the Adviser all information relating to the Sub-Adviser's services
hereunder reasonably requested by the Adviser to keep and preserve the books and
records of each Portfolio. The Sub-Adviser will promptly supply to the Adviser
copies of any of such records upon request.
3. BROKERAGE
In selecting brokers or dealers to execute transactions on behalf of a
Portfolio, the Sub-Adviser will seek the best overall terms available. In
assessing the best overall terms available for any transaction, the Sub-Adviser
will consider factors it deems relevant, including, but not limited to, the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, the Sub-Adviser
is authorized to consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided to a Portfolio and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion. Nothing in this paragraph shall be
deemed to prohibit the Sub-Adviser from paying an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker, or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such member, broker, or dealer, viewed in terms of either
that particular transaction or its overall responsibilities with respect to the
relevant Portfolio and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion.
4. COMPENSATION
In consideration of the services rendered pursuant to this Agreement,
the Adviser will pay the Sub-Adviser an annual fee calculated at the rates set
forth in Exhibit A hereto of each Portfolio's average daily net assets; the fee
is calculated daily and paid monthly. The fee for the period from the Effective
Date (defined below) of the Agreement for a Portfolio to the end of the month
during which the Effective Date occurs shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement with respect to a Portfolio before the end of a
month, the fee for such part of that month for that Portfolio shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Sub-Adviser, the value of a
Portfolio's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or the Statement.
5. EXPENSES
The Sub-Adviser shall bear all expenses (excluding brokerage costs,
custodian fees, auditors fees or other expenses to be borne by the Portfolios)
in connection with the performance of its services under this Agreement. The
Fund will bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, sub-advisory fees
(other than sub-advisory fees paid pursuant to this Agreement) and
administration fees, fees for necessary professional and brokerage services,
costs relating to local administration of securities, fees for any pricing
service, the costs of regulatory compliance, and costs associated with
maintaining the Fund's legal existence and shareholder relations. The
Sub-Adviser shall only bear the expenses it has expressly agreed to assume under
this Agreement.
6. STANDARD OF CARE AND INDEMNIFICATION
In the performance of its duties, the Sub-Adviser will comply with the
stated investment objectives, policies and restrictions of the Portfolios as set
forth in the Prospectus and Statement and will conform in all material respects
in accordance with any applicable regulations of any governmental authority
pertaining to its activities hereunder.
The Sub-Adviser shall exercise its best judgment and shall act in good
faith in rendering the services listed in paragraphs 2 and 3 above. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio or the Adviser in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Sub-Adviser against any
liability to the Adviser, the Fund or to the shareholders of the Portfolio to
which the Sub-Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or by reason of the Sub-Adviser's reckless disregard of its obligations
and duties under this Agreement ("Disabling Conduct"). Except for Disabling
Conduct, the Adviser shall indemnify and hold the Sub-Adviser (and its officers,
directors, employees, controlling persons, shareholders and affiliates) harmless
from any liability arising from the Sub-Adviser's conduct under this Agreement.
Notwithstanding the foregoing, the Sub-Adviser shall indemnify and hold
harmless the Adviser against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which an Adviser
Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers
Act, the Internal Revenue Code, under any other statute, at common law or
otherwise, arising out of the Sub-Adviser's responsibilities as Sub-Adviser to
the Fund which (1) result from the Disabling Conduct by the Sub-Adviser, any of
its employees or representatives, or any affiliate of the Sub-Adviser, (2)
result from a failure to comply with Section 2 of this Agreement, or (3) result
from any untrue statement of a material fact contained in the Prospectus or
Statement covering the shares of the Fund or a Portfolio, or any amendment or
supplement thereto, or the omission to state therein a material fact known to
the Sub-Adviser and was required to be stated therein or necessary to make the
statements therein not misleading, if such a statement or omission was made in
reliance upon information furnished to the Adviser, the Fund, or any affiliated
person of the Adviser or Fund by the Sub-Adviser or any affiliated person of the
Sub-Adviser for use in the Prospectus or Statement; provided, however, that in
no case shall the indemnity in favor of an Adviser Indemnified Person be deemed
to protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
Sub-Adviser will treat confidentially and as proprietary information of
the Fund all records and other information relative to the Fund maintained by
the Sub-Adviser, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except (1)
after prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld, (2) where required by law or required by a
regulatory authority, or (3) for use in a performance composite where the Fund
is not named.
7. TERM OF AGREEMENT
This Agreement shall become effective on May 1, 1997 (the "Effective
Date") and shall continue for an initial two-year term and shall continue
thereafter so long as such continuance is specifically approved at least
annually as required by the Investment Company Act of 1940 (the "1940 Act").
This Agreement is terminable, with respect to a Portfolio without penalty, on 60
days' written notice, by the Adviser, the Board or by vote of holders of a
majority (as defined in the 1940 Act and the rules hereunder) of the outstanding
voting securities of such Portfolio, or upon 60 days' written notice, by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules thereunder).
8. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Adviser understands that the Sub-Adviser now acts, will continue to act
and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, and as investment manager or adviser to other investment
companies, including any offshore entitled, or accounts, and the Adviser has no
objection to the Sub-Adviser's so acting, provided that whenever a Portfolio and
one or more other investment companies or accounts managed or advised by the
Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
be equitable to each company and account. The Adviser recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for a Portfolio. In addition, the Adviser understands that the persons employed
by the Sub-Adviser to assist in the performance of the Sub-Adviser's duties
under this Agreement will not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right of
the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time
and attention to other businesses or to render services of whatever kind or
nature.
9. REPRESENTATIONS
Each of the parties hereto represents that the Agreement has been duly
authorized, executed and delivered by all required corporate action and that
this Agreement does not violate any existing agreements or relationships between
such party and any other party.
The Adviser represents that the post-effective amendment to the
Registration Statement for the Fund filed with the Securities and Exchange
Commission contains, as of the date hereof, no untrue material fact and does not
omit any statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading; provided that
the Adviser makes no representation as to the accuracy or completeness of
information or descriptions provided by sub-advisers.
The Sub-Adviser represents that it has reviewed the post-effective
amendment to the Registration Statement for the Fund filed with the Securities
and Exchange Commission that contains disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the disclosure about the
Sub-Adviser, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Sub-Adviser further represents
and warrants that it is a duly registered investment adviser under the Advisers
Act and a duly registered investment adviser in all states in which the
Sub-Adviser is required to be registered.
10. USE OF NAME
(a) The Adviser may use (and shall cause any of its affiliates including
the Fund to use) the name "Putnam Investment Management, Inc.", "Putnam
Investment Management", "Putnam Management" or "Putnam" only for so long as this
Agreement or any extension, renewal, or amendment hereof remains in effect. At
such times as this agreement shall no longer be in effect, the Adviser shall
cease (and shall cause its affiliates to cease using) to use such a name or any
other name indicating that it is advised by or otherwise connected with the
Sub-Adviser and shall promptly change its name accordingly. The Adviser
acknowledges that the Fund has included the term "Putnam" in the names of the
Portfolios through permission of the Sub-Adviser, and agrees that the
Sub-Adviser reserves to itself and any successor to its business the right to
grant the non-exclusive right to use the aforementioned names or any similar
names to any other corporation or entity, including but not limited to any
investment company of which the Sub-Adviser or any subsidiary or affiliate
thereof or any successor to the business of any thereof shall be the investment
adviser.
(b) The Adviser will not, and will cause its affiliates to not, refer
to the Sub-Adviser or any affiliate in any prospectus, proxy statement or sales
literature except with the written permission of the Sub-Adviser.
(c) The Adviser will permit the Portfolio to be used as a funding
vehicle only for Policies issued by Jackson National Life Insurance Company or
any of its affiliates.
(d) The Adviser will not (and will cause its affiliates to not) engage
in marketing programs (written or otherwise) directed toward the Putnam Capital
Managers contract ("PCM") which explicitly solicit transfers from PCM to the
Adviser's products or those of its affiliates. The Adviser will not (and will
cause its affiliates to not) create or use marketing materials which provide
direct comparisons between PCM and the Adviser's products or those of any of its
affiliates. The Adviser will not (and will cause its affiliates to not)
reimburse voluntarily, or enter into any contract or policy after the date
hereof providing for the reimbursement of any deferred sales charges to
encourage the transfer of assets from PCM to the Adviser's products or those of
any affiliate. For the purposes of this Section 10(d), the term affiliate shall
not include independent agents who are not employees of the Adviser or its
corporate affiliates.
11. MISCELLANEOUS
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but not
individually or personally, acting from time to time under, the Declaration of
Trust, to which reference is hereby made and a copy of which is on file at the
office of the Secretary of State of the Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of the "JNL Series Trust" entered in the name
or on behalf thereof by any of the Trustees, representatives or agents are made
not individually but only in such capacities and are not binding upon any of the
Trustees, Shareholders or representatives of Trust personally, but bind only the
assets of Trust, and persons dealing with the Fund must look solely to the
assets of Trust belonging to such Fund for the enforcement of any claims against
the Trust.
In the event the Fund designates one or more series other than the Portfolio
with respect to which the Fund and the Adviser wish to retain the Sub-Adviser to
render investment advisory services hereunder, they shall notify the Sub-Adviser
in writing. If the Sub-Adviser is willing to render such services, it shall
notify the Trust and the Adviser in writing, whereupon such series shall become
a Portfolio hereunder, and be subject to this Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning the enclosed
copy of this Agreement.
Very truly yours,
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By: /S/ JOHN A. KNUTSON
-------------------------------------
Accepted:
PUTNAM INVESTMENT MANAGEMENT, INC.
By: /S/ GORDON SILVER
----------------------------
EXHIBIT A
SUB-ADVISORY FEES
Portfolio Annual Rate
JNL/Putnam Growth Series 1st $150m 0.50%
next $150m 0.45%
over $300m 0.35%
JNL/Putnam Value Equity Series 1st $150m 0.50%
next $150m 0.45%
over $300m 0.35%
EXHIBIT B
INFORMATION ABOUT PUTNAM
Putnam is registered as an investment adviser under the Investment Advisers Act
of 1940. The directors of Putnam are George Putnam, Lawrence J. Lasser, and
Gordon H. Silver. Mr. Lasser is the principal executive officer of Putnam. The
principal occupations of Messrs. Putnam, Lasser, and Silver are as officers and
directors of Putnam and certain of its corporate affiliates.
The address of Putnam and the business address of the directors and officers of
Putnam is One Post Office Square, Boston, Massachusetts 02109.
<TABLE>
<CAPTION>
OTHER INVESTMENT COMPANY CLIENTS
Standard Fee Rates and Market
Values (as of 12/31/99)
Putnam Mutual Funds
Name and Market Value Objective Advisory Fees
<S> <C> <C>
- ------------------------------ ----------------------------------------------- -------------------------------------
Putnam International Growth Invest mostly in common stocks of companies Mgmt*: 0.80% 1st $500m
Fund outside the United States. We first select 0.70% next $500m
$9,103,887,234 the countries and industries we believe are 0.65% next $500m
attractive. We then seek stocks offering 0.60% next $5b
opportunity for gain. These may include both 0.575% next $5b
growth and value stocks. 0.555% next $5b
0.54% next $5b
0.53% over $21.5b
- ------------------------------ ----------------------------------------------- -------------------------------------
Putnam VT International Invest mostly in common stocks of companies Mgmt*: 0.80% 1st $500m
Growth Fund outside the United States. We first select 0.70% next $500m
$664,254,382 the countries and industries we believe are 0.65% next $500m
attractive. We then seek stocks offering 0.60% next $5b
opportunity for gain. These may include both 0.575% next $5b
growth and value stocks. 0.555% next $5b
0.54% next $5b
0.53% over $21.5b
- ------------------------------ ----------------------------------------------- -------------------------------------
<FN>
* Based on Average Net Assets
</FN>
</TABLE>
<TABLE>
<CAPTION>
Non-Putnam Mutual Funds for which Putnam is Sub-Advisor **
Name and Market Value
Objective
Advisory Fees
<S> <C> <C>
- ------------------------------ ----------------------------------------------- -------------------------------------
EQ/Putnam International Capital appreciation. The portfolio is Mgmt*: 0.65% 1st $150m
Equity Portfolio designed for investors seeking capital 0.55% next $150m
$297,394,721 appreciation through a diversified portfolio 0.45% over $300m
of equity securities of companies organized
under the laws of a country other than the
United States.
- ------------------------------ ----------------------------------------------- -------------------------------------
Nations International Equity Long-term capital growth by investing Mgmt*: 0.65% 1st $60m
Fund primarily in equity securities of non-United 0.55% next $130m
$321,143,295 States companies in Europe, Australia, the 0.45% next $200m
Far East, and other regions, including 0.40% over $390m
developing countries.
- ------------------------------ ----------------------------------------------- -------------------------------------
MetLife Series Fund Inc. - Invests mostly in common stocks of companies Mgmt*: 0.65% 1st $150m
Putnam International Stock outside the United States. The portfolio 0.55% next $150m
Portfolio manager selects countries and industries it 0.45% over $300m
***$297,448,953 believes are attractive. The portfolio
manager then seeks stocks offering
opportunity for gain. These may include both
growth and value stocks.
- ------------------------------ ----------------------------------------------- -------------------------------------
<FN>
*Based on Average Net Assets
** Putnam does not believe the fee rates charged to its sub-advisory clients are comparable to the fees charged
to its retail mutual funds as Putnam provides additional administrative services to its retail mutual funds that
are not provided to its sub-advisory clients.
***Market Value as of January 31, 2000 (Putnam takeover of fund)
</FN>
</TABLE>
PROXY
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 20, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the T.
Rowe Price/JNL International Equity Investment Series of JNL Series Trust
("Trust"), hereby appoints ______________, or any one of them true and lawful
attorneys, with power of substitution of each, to vote all shares which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Trust to be held at the offices of Jackson National Life Insurance Company, 5901
Executive Drive, Lansing, Michigan 48911 on April 20, 2000, at 10:30 a.m., local
time, and at any adjournment thereof ("Meeting"), as follows:
1. To approve a change in sub-adviser for the T. Rowe Price/JNL International
Equity Investment Series from Rowe Price-Fleming International, Inc. to
Putnam Investment Management, Inc. ("Putnam") and a proposed Investment
Sub-Advisory Agreement between Jackson National Financial Services, LLC
("Adviser") and Putnam with respect to this Series.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL FOR
WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 2000
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
T. ROWE PRICE/JNL INTERNATIONAL
EQUITY INVESTMENT 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:
T. Rowe Price/JNL International Equity Investment Series ("Series")
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES OF
JNL SERIES TRUST TO BE HELD ON APRIL 20, 2000
INSTRUCTIONS SOLICITED ON BEHALF OF
JACKSON NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Jackson National Life Insurance Company (the
"Company") to vote all shares of the above-referenced Series of JNL Series Trust
(the "Trust") represented by units held by the undersigned at a special meeting
of shareholders of the Trust to be held at 10:30 a.m., local time, on April 20,
2000, at the offices of Jackson National Life Insurance Company, 5901 Executive
Drive, Lansing, Michigan 48911 and at any adjournment thereof, as indicated on
the reverse side.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing as
attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please sign
the partnership name and your name and title. Joint owners should each sign this
proxy. Please sign, date and return.
Dated:______________________________________, 2000
__________________________________________________
Signature(s)
INSTRUCTIONS SOLICITED ON BEHALF OF JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION CARD IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE THE SHARES IN THE SAME
PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Please vote by filling in the box below.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---- ------- --------
<S> <C> <C> <C>
1. To approve a change in sub-adviser for the
T. Rowe Price/JNL International Equity Investment
Series from Rowe Price-Fleming International, Inc.
to Putnam Investment Management, Inc. ("Putnam") and
a proposed Investment Sub-Advisory Agreement between
Jackson National Financial Services, LLC
("Adviser") and Putnam with respect to this Series.
</TABLE>
IMPORTANT: Please sign on the reverse side.
