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 [X]
Filed by a Party other than the Registrant [ ]
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
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(Name of Registrant as Specified In Its Charter)
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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.
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[ ] 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:
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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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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,
THOMAS J. MEYER
September 25, 2000
Lansing, Michigan
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JNL SERIES TRUST
5901 Executive Drive
Lansing, Michigan 48911
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 27, 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.
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Number of Shares
Series Outstanding
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JNL/Alger Growth Series ............................ 21,903,653.853
JNL/Alliance Growth Series ......................... 7,231,611.853
JNL/Eagle Core Equity Series ....................... 10,449,374.373
JNL/Eagle SmallCap Equity Series ................... 9,142,062.548
JNL/J.P. Morgan Enhanced S&P 500 Stock Index
Series ............................................. 2,453,617.912
JNL/J.P. Morgan International & Emerging Markets
Series ............................................. 1,096,770.213
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Number of Shares
Series Outstanding
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JNL/Janus Aggressive Growth Series ................. 40,980,153.593
JNL/Janus Balanced Series .......................... 4,464,251.53
JNL/Janus Capital Growth Series .................... 32,867,762.005
JNL/Janus Global Equities Series ................... 43,937,070.435
JNL/Janus Growth & Income Series ................... 3,178,476.821
JNL/PIMCO Total Return Bond Series ................. 2,462,776.512
JNL/Putnam Growth Series ........................... 36,272,945.861
JNL/Putnam International Equity Series ............. 15,734,761.32
JNL/Putnam Value Equity Series ..................... 41,385,752.26
JNL/Putnam Midcap Growth Series .................... 3,634,160.929
JNL/S&P Conservative Growth Series I ............... 18,626,038.56
JNL/S&P Moderate Growth Series I ................... 28,630,870.942
JNL/S&P Aggressive Growth Series I ................. 11,225,474.767
JNL/S&P Very Aggressive Growth Series I ............ 6,253,913.118
JNL/S&P Equity Growth Series I ..................... 15,958,349.074
JNL/S&P Equity Aggressive Growth Series I .......... 4,535,140.362
JNL/S&P Conservative Growth Series II .............. 1,540,506.414
JNL/S&P Moderate Growth Series II .................. 2,623,949.86
JNL/S&P Aggressive Growth Series II ................ 864,530.732
JNL/S&P Very Aggressive Growth Series II ........... 512,156.072
JNL/S&P Equity Growth Series II .................... 1,586,643.614
JNL/S&P Equity Aggressive Growth Series II ......... 404,093.18
JNL/S&P Conservative Growth Series ................. 1,333,975.948
JNL/S&P Moderate Growth Series ..................... 3,039,893.644
JNL/S&P Aggressive Growth Series ................... 2,344,310.686
Lazard/JNL Mid Cap Value Series .................... 1,353,774.364
Lazard/JNL Small Cap Value Series .................. 1,668,011.298
PPM America/JNL Balanced Series .................... 22,912,453.304
PPM America/JNL High Yield Bond Series ............. 38,320,021.018
PPM America/JNL Money Market Series ................ 298,106,436.26
Salomon Brothers/JNL Balanced Series ............... 1,617,524.179
Salomon Brothers/JNL Global Bond Series ............ 15,173,738.675
Salomon Brothers/JNL High Yield Bond Series ........ 2,580,651.79
Salomon Brothers/JNL U.S. Government & Quality
Bond Series ........................................ 21,142,364.28
T. Rowe Price/JNL Established Growth Series ....... 35,968,548.134
T. Rowe Price/JNL Mid-Cap Growth Series ........... 27,505,620.983
T. Rowe Price/JNL Value Series .................... 2,416,731.735
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See page 28 for information concerning the substantial Shareholders of
the Shares of each Series.
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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.
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.
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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 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
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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.
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2. To approve or disapprove a All Series of the Trust, except the
Brokerage Enhancement Plan pursuant to PPM America/JNL Money Market Series
Rule 12b-1 under the Investment Company and each of the JNL/S&P Series
Act of 1940.
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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 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:
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Series Sub-Adviser
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JNL/Alger Growth Series Fred Alger Management, Inc.
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JNL/Alliance Growth Series Alliance Capital Management, L.P.
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JNL/Eagle Core Equity Series Eagle Asset Management, Inc.
JNL/Eagle SmallCap Equity Series
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JNL/J.P. Morgan Enhanced S&P 500 J.P. Morgan Investment Management, Inc.
Stock Index Series
JNL/J.P. Morgan International &
Emerging Markets Series
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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
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JNL/PIMCO Total Return Bond Series Pacific Investment Management Company
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Series Sub-Adviser
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JNL/Putnam Growth Series Putnam Investment Management, Inc.
JNL/Putnam International Equity
Series
JNL/Putnam Value Equity Series
JNL/Putnam Midcap Growth Series
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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
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 Series
JNL/S&P Moderate Growth Series
JNL/S&P Aggressive Growth Series
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Lazard/JNL Mid Cap Value Series Lazard Asset Management
Lazard/JNL Small Cap Value Series
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Series Sub-Adviser
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PPM America/JNL Balanced Series PPM America, Inc.
PPM America/JNL High Yield Bond
Series
PPM America/JNL Money Market Series
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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
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T. Rowe Price/JNL Established Growth T. Rowe Price Associates, Inc.
Series
T. Rowe Price/JNL Mid-Cap Growth
Series
T. Rowe Price/JNL Value Series
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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.
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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.
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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
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
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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.
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
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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
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
13
<PAGE>
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 10, 2000 and was last
approved by Trust shareholders on the following dates:
--------------------------------------------------------------------------------
Series Date
--------------------------------------------------------------------------------
JNL/Alger Growth Series 9/18/98
JNL/Alliance Growth Series 9/18/98
JNL/Eagle Core Equity Series 9/18/98
JNL/Eagle SmallCap Equity Series 9/18/98
JNL/J.P. Morgan Enhanced S&P 500 Stock Index Series 5/18/99
JNL/J.P. Morgan International & Emerging Markets Series 9/18/98
JNL/Janus Aggressive Growth Series 9/18/98
JNL/Janus Balanced Series 5/1/00
JNL/Janus Capital Growth Series 9/18/98
JNL/Janus Global Equities Series 9/18/98
JNL/Janus Growth & Income Series 4/20/00
JNL/PIMCO Total Return Bond Series 9/18/98
JNL/Putnam Growth Series 9/18/98
JNL/Putnam International Equity Series 4/20/00
JNL/Putnam Value Equity Series 9/18/98
JNL/Putnam Midcap Growth Series 5/1/00
JNL/S&P Conservative Growth Series I 9/18/98
JNL/S&P Moderate Growth Series I 9/18/98
JNL/S&P Aggressive Growth Series I 9/18/98
JNL/S&P Very Aggressive Growth Series I 9/18/98
JNL/S&P Equity Growth Series I 9/18/98
JNL/S&P Equity Aggressive Growth Series I 9/18/98
--------------------------------------------------------------------------------
14
<PAGE>
--------------------------------------------------------------------------------
Series Date
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth Series II 9/18/98
JNL/S&P Moderate Growth Series II 9/18/98
JNL/S&P Aggressive Growth Series II 9/18/98
JNL/S&P Very Aggressive Growth Series II 9/18/98
JNL/S&P Equity Growth Series II 9/18/98
JNL/S&P Equity Aggressive Growth Series II 9/18/98
JNL/S&P Conservative Growth Series 1/26/00
JNL/S&P Moderate Growth Series 1/13/00
JNL/S&P Aggressive Growth Series 1/6/00
Lazard/JNL Mid Cap Value Series 9/18/98
Lazard/JNL Small Cap Value Series 9/18/98
PPM America/JNL Balanced Series 9/18/98
PPM America/JNL High Yield Bond Series 9/18/98
PPM America/JNL Money Market Series 9/18/98
Salomon Brothers/JNL Balanced Series 9/18/98
Salomon Brothers/JNL Global Bond Series 9/18/98
Salomon Brothers/JNL High Yield Bond Series 9/18/98
Salomon Brothers/JNL U.S. Government & Quality Bond Series 9/18/98
T. Rowe Price/JNL Established Growth Series 9/18/98
T. Rowe Price/JNL Mid-Cap Growth Series 9/18/98
T. Rowe Price/JNL Value Series 5/1/00
--------------------------------------------------------------------------------
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 $26,522,406 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
administrative fees of $2,974,293 from the Trust for the year ended December 31,
1999.
15
<PAGE>
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:
Percentage of
Broker/Dealer 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.
16
<PAGE>
PROPOSED NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
JNFS proposes to enter into a new Investment Advisory and Management
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 upon
the issuance of the SEC exemptive order discussed under "Approval of SEC,"
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.
INFORMATION ABOUT
THE 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," or "Distributor"), 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.
17
<PAGE>
EXECUTIVE OFFICERS OF THE TRUST
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:
--------------------------------------------------------------------------------
Name, Age and Address Principal Position with Position with
Occupation JNFS Trust
--------------------------------------------------------------------------------
Andrew B. Hopping, (Age 41) Executive Vice President and President &
5901 Executive Drive President Managing Board Chief Execu-
Lansing MI 48911 Member tive
--------------------------------------------------------------------------------
Robert A. Fritts (Age 51) Controller/Vice None Vice
5901 Executive Drive President President,
Lansing MI 48911 Treasurer &
Chief
Financial
Officer of
the Trust
--------------------------------------------------------------------------------
Mark D. Nerud (Age 33) Vice President Chief Vice Presi-
225 West Wacker Drive Financial dent and
Suite 1200 Officer and Assistant
Chicago, IL 60606 Managing Board Treasurer of
Member the Trust
--------------------------------------------------------------------------------
Susan S. Rhee (Age 28) Senior Attorney Secretary Assistant
5901 Executive Drive Secretary of
Lansing MI 48911 the Trust
--------------------------------------------------------------------------------
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.
18
<PAGE>
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:
o 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.
o Printing and mailing of Trust prospectuses, statements of
additional information, any supplements thereto and
shareholder reports for prospective Variable Contract owners.
o 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.
19
<PAGE>
o 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.
o Providing assistance to broker-dealers that are conducting due
diligence on the Trust or its Series or the Variable
Contracts.
o Payment of marketing fees or allowances requested by
broker-dealers who sell Variable Contracts.
o 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.
o Training sales personnel regarding sales of Variable
Contracts.
o Personal service and/or maintenance of the Variable Contract
owner accounts.
o Financing any other activity that is intended to result in the
sale of Trust shares or the Variable Contracts.
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, by allocating 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
20
<PAGE>
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
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. Expenses, other than the distribution fee estimates, are based on
amounts paid for the year ended December 31, 1999. The Distributor does not
anticipate the distribution fee to exceed .25% for any Series.
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. The fees
and expenses and the Examples that follow do not reflect the insurance and
other charges that are incurred by Variable Contract owners in connection with
their Variable Contracts. Such charges, if included, would cause the expense
numbers shown below to be higher.
21
<PAGE>
----------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases None
(as a percentage of offering price)
----------------------------------------------------------------------
Maximum Deferred Sales Charge None
(as a percentage of original purchase price or
redemption proceeds, whichever is lower)
----------------------------------------------------------------------
CURRENT ANNUAL TRUST OPERATING EXPENSES (expenses that are deducted
from Series assets).
--------------------------------------------------------------------------------
Total
Annual
Management & Series
Administrative Other Operating
Fees Expenses Expenses
------------------------------------ -------------- -------------- -------------
JNL/Alger Growth Series ............ 1.07% 0% 1.07%
JNL/Alliance Growth Series ......... .88% 0% .88%
JNL/Eagle Core Equity Series ....... .99% 0% .99%
JNL/Eagle SmallCap Equity Series ... 1.05% 0% 1.05%
JNL/J.P. Morgan Enhanced S&P 500
Stock Index Series ............ .90% 0% .90%
JNL/J.P. Morgan International &
Emerging Markets Series ....... 1.08% 0% 1.08%
JNL/Janus Aggressive Growth Series . 1.01% 0% 1.01%
JNL/Janus Balanced Series .......... 1.05% 0% 1.05%
JNL/Janus Capital Growth Series .... 1.03% 0% 1.03%
JNL/Janus Global Equities Series ... 1.06% 0% 1.06%
JNL/Janus Growth & Income Series ... 1.03% 0% 1.03%
JNL/PIMCO Total Return Bond Series . .80% 0% .80%
JNL/Putnam Growth Series ........... .97% 0% .97%
JNL/Putnam International Equity
Series ........................ 1.18% 0% 1.18%
JNL/Putnam Value Equity Series ..... .98% 0% .98%
JNL/Putnam Midcap Growth Series .... 1.05% 0% 1.05%
Lazard/JNL Mid Cap Value Series .... 1.08% 0% 1.08%
Lazard/JNL Small Cap Value Series .. 1.15% 0% 1.15%
PPM America/JNL Balanced Series .... .82% 0% .82%
PPM America/JNL High Yield Bond
Series ........................ .82% 0% .82%
Salomon Brothers/JNL Balanced Series .90% 0% .90%
Salomon Brothers/JNL Global Bond
Series ........................ .95% 0% .95%
Salomon Brothers/JNL High Yield Bond
Series ........................ .90% 0% .90%
Salomon Brothers/JNL U.S. Government
& Quality Bond Series ......... .80% 0% .80%
--------------------------------------------------------------------------------
22
<PAGE>
--------------------------------------------------------------------------------
Total
Annual
Management & Series
Administrative Other Operating
Fees Expenses Expenses
------------------------------------ -------------- -------------- -------------
T. Rowe Price/JNL Established Growth
Series ........................ .93% 0% .93%
T. Rowe Price/JNL Mid-Cap Growth
Series ........................ 1.03% 0% 1.03%
T. Rowe Price/JNL Value Series ..... 1.00% 0% 1.00%
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
Other Total
Annual
Management & Estimated Fund
Administrative Distribution Operational
Fees (12b-1) Fees Expenses Expenses
---------------------------- -------------- ------------- ----------- ----------
JNL/Alger Growth Series ... 1.07% 0.02% 0% 1.09%
JNL/Alliance Growth Series 0.88% 0.02% 0% 0.90%
JNL/Eagle Core Equity
Series ............... 0.99% 0.04% 0% 1.03%
JNL/Eagle SmallCap Equity
Series ............... 1.05% 0.02% 0% 1.07%
JNL/J.P. Morgan Enhanced
S&P 500 Stock Index
Series ............... 0.90% 0.01% 0% 0.91%
JNL/J.P. Morgan
International &
Emerging Markets
Series ............... 1.08% 0.03% 0% 1.11%
JNL/Janus Aggressive
Growth Series ........ 1.01% 0.01% 0% 1.02%
JNL/Janus Balanced Series 1.05% 0.03% 0% 1.08%
JNL/Janus Capital Growth
Series ............... 1.03% 0.01% 0% 1.04%
JNL/Janus Global Equities
Series ............... 1.06% 0.02% 0% 1.08%
JNL/Janus Growth & Income
Series ............... 1.03% 0.04% 0% 1.07%
JNL/PIMCO Total Return
Bond Series .......... 0.80% <0.01% 0% 0.80%
JNL/Putnam Growth Series .. 0.97% 0.01% 0% 0.98%
JNL/Putnam International
Equity Series ........ 1.18% 0.05% 0% 1.23%
JNL/Putnam Value Equity
Series ............... 0.98% 0.02% 0% 1.00%
JNL/Putnam Midcap Growth
Series ............... 1.05% 0.08% 0% 1.13%
--------------------------------------------------------------------------------
23
<PAGE>
--------------------------------------------------------------------------------
Other Total
Annual
Management & Estimated Fund
Administrative Distribution Operational
Fees (12b-1) Fees Expenses Expenses
---------------------------- -------------- ------------- ----------- ----------
Lazard/JNL Mid Cap Value
Series ............... 1.08% 0.05% 0% 1.13%
Lazard/JNL Small Cap Value
Series ............... 1.15% 0.03% 0% 1.18%
PPM America/JNL Balanced
Series ............... 0.82% 0.01% 0% 0.83%
PPM America/JNL High Yield
Bond Series .......... 0.82% <0.01% 0% 0.82%
Salomon Brothers/JNL
Balanced Series ...... 0.90% 0.01% 0% 0.91%
Salomon Brothers/JNL
Global Bond Series ... 0.95% <0.01% 0% 0.95%
Salomon Brothers/JNL High
Yield Bond Series .... 0.90% <0.01% 0% 0.90%
Salomon Brothers/JNL U.S.
Government & Quality
Bond Series .......... 0.80% <0.01% 0% 0.80%
T. Rowe Price/JNL
Established Growth
Series ............... 0.93% 0.02% 0% 0.95%
T. Rowe Price/JNL Mid-Cap
Growth Series ........ 1.03% <0.01% 0% 1.03%
T. Rowe Price/JNL Value
Series ............... 1.00% 0.12% 0% 1.12%
--------------------------------------------------------------------------------
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. (Since there is no deferred sales charge
incurred in connection with the redemption of Trust shares, the expense numbers
shown below would be the same if you chose not to redeem.)
24
<PAGE>
--------------------------------------------------------------------------------
1 3 5 10
Year Years Years Years
----------------------------------- ---------- ---------- ---------- -----------
JNL/Alger Growth Series .......... $109 $340 $590 $1,306
JNL/Alliance Growth Series ....... 90 281 488 1,084
JNL/Eagle Core Equity Series ..... 101 315 547 1,213
JNL/Eagle SmallCap Equity Series . 107 334 579 1,283
JNL/J.P. Morgan Enhanced S&P 500
Stock Index Series .......... 92 287 498 1,108
JNL/J.P. Morgan International &
Emerging Markets Series .... 110 343 595 1,317
JNL/Janus Aggressive Growth
Series ...................... 103 322 558 1,236
JNL/Janus Balanced Series ........ 107 334 579 1,283
JNL/Janus Capital Growth Series .. 105 328 569 1,259
JNL/Janus Global Equities Series . 108 337 585 1,294
JNL/Janus Growth & Income Series . 105 328 569 1,259
JNL/PIMCO Total Return Bond
Series ...................... 82 255 444 990
JNL/Putnam Growth Series ......... 99 309 536 1,190
JNL/Putnam International Equity
Series ...................... 120 375 649 1,432
JNL/Putnam Value Equity Series ... 100 312 542 1,201
JNL/Putnam Midcap Growth Series .. 107 334 579 1,283
Lazard/JNL Mid Cap Value Series .. 110 343 595 1,317
Lazard/JNL Small Cap Value Series 117 365 633 1,398
PPM America/JNL Balanced Series .. 84 262 455 1,014
PPM America/JNL High Yield Bond
Series ...................... 84 262 455 1,014
Salomon Brothers/JNL Balanced
Series ...................... 92 287 498 1,108
Salomon Brothers/JNL Global Bond
Series ...................... 97 303 525 1,166
Salomon Brothers/JNL High Yield
Bond Series ................. 92 287 498 1,108
Salomon Brothers/JNL U.S.
Government & Quality Bond
Series ...................... 82 255 444 990
T. Rowe Price/JNL Established
Growth Series ............... 95 296 515 1,143
T. Rowe Price/JNL Mid-Cap Growth
Series ...................... 105 328 569 1,259
T. Rowe Price/JNL Value Series ... 102 318 552 1,225
--------------------------------------------------------------------------------
25
<PAGE>
ESTIMATED. You would pay the following expenses if you redeemed your
shares at the end of each period. (Since there is no deferred sales charge in
connection with the redemption of Trust shares, the expense numbers shown below
would be the same if you chose not to redeem.)
--------------------------------------------------------------------------------
1 3 5 10
Year Years Years Years
----------------------------------- ---------- ---------- ---------- -----------
JNL/Alger Growth Series ........... $111 $347 $601 $1,329
JNL/Alliance Growth Series ........ 92 287 498 1,108
JNL/Eagle Core Equity Series ...... 105 328 569 1,259
JNL/Eagle SmallCap Equity Series .. 109 340 590 1,306
JNL/J.P. Morgan Enhanced S&P 500
Stock Index Series ........... 93 290 504 1,120
JNL/J.P. Morgan International &
Emerging Markets Series ...... 113 353 612 1,352
JNL/Janus Aggressive Growth
Series ....................... 104 325 563 1,248
JNL/Janus Balanced Series ......... 110 343 595 1,317
JNL/Janus Capital Growth Series ... 106 331 574 1,271
JNL/Janus Global Equities Series .. 110 343 595 1,317
JNL/Janus Growth & Income Series .. 109 340 590 1,306
JNL/PIMCO Total Return Bond
Series ....................... 82 255 444 990
JNL/Putnam Growth Series .......... 100 312 542 1,201
JNL/Putnam International Equity
Series ....................... 125 390 676 1,489
JNL/Putnam Value Equity Series .... 102 318 552 1,225
JNL/Putnam Midcap Growth Series ... 115 359 622 1,375
Lazard/JNL Mid Cap Value Series ... 115 359 622 1,375
Lazard/JNL Small Cap Value Series . 120 375 649 1,432
PPM America/JNL Balanced Series ... 85 265 460 1,025
PPM America/JNL High Yield Bond
Series ....................... 84 262 455 1,014
Salomon Brothers/JNL Balanced
Series ....................... 93 290 504 1,120
Salomon Brothers/JNL Global Bond
Series ....................... 97 303 525 1,166
Salomon Brothers/JNL High Yield
Bond Series .................. 92 287 498 1,108
Salomon Brothers/JNL U.S.
Government & Quality Bond
Series ....................... 82 255 444 990
T. Rowe Price/JNL Established
Growth Series ................ 97 303 525 1,166
T. Rowe Price/JNL Mid-Cap Growth
Series ....................... 105 328 569 1,259
T. Rowe Price/JNL Value Series .... 114 356 617 1,363
--------------------------------------------------------------------------------
26
<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.
27
<PAGE>
PROPOSAL 3: OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting
other than those set forth in this proxy statement. If other business should
properly come before the Meeting, proxies will be voted in accordance with the
judgment of the persons named in the accompanying proxy.
SUBSTANTIAL SHAREHOLDERS. As of the Record Date, all of the Shares of
the Trust were owned by Jackson National Life and its separate accounts and
Qualified Plans. As of the Record Date, the Officers and Trustees of the Trust
together owned Variable Contracts which represent less than 1% of the
outstanding shares of the Trust.
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:
--------------------------------------------------------------------------------
Amount of Percentage
Name and Address of Beneficial of Series'
Series Beneficial Owner Ownership Shares
--------------------------------------------------------------------------------
JNL/Putnam Midcap Lucy Kathleen Abshere TRU 50,195.17 7.55
Series 11209 N May Avenue, shares
Suite B
Oklahoma City, OK 73120
--------------------------------------------------------------------------------
JNL/S&P Conservative Joseph A. Cianciolo 33,739.00 5.06
Growth Series 3111 Stonebrook Circle shares
Memphis, TN 38116
--------------------------------------------------------------------------------
Jack C. Mills 37,537.30 5.63
110 Puma shares
El Paso, TX 79912
--------------------------------------------------------------------------------
JNL/J.P. Morgan Martha J. Johnson 19,949.32 6.90
International & 7520 Hewitt shares
Emerging Markets Fort Worth, TX 76180
Series
--------------------------------------------------------------------------------
JNL/S&P Very Jose, Henry, Brantley, 78,046.92 30.48
Aggressive Growth Keltn shares
Series II 675 N. Henderson Street
Fort Worth, TX 76107
--------------------------------------------------------------------------------
28
<PAGE>
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
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
29
<PAGE>
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.
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
30
<PAGE>
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.
31
<PAGE>
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:
32
<PAGE>
JNL/Janus Balanced Series $0 to $300 million ..........0.95%
Over $300 million ...........0.90%
JNL/Janus Growth & Income Series $0 to $300 million ..........0.95%
Over $300 million ...........0.90%
JNL/Putnam International Equity Series $0 to $50 million ...........1.10%
$50 to $150 million .........1.05%
$150 to $300 million ........1.00%
$300 to $500 million ........0.95%
Over $500 million ...........0.90%
JNL/Putnam Midcap 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%
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
----------------------------
33
<PAGE>
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.
34
<PAGE>
2. Effective with respect to a Series upon capitalization of such
Series, the Adviser shall serve as the investment adviser and business manager
for the JNL/J.P. Morgan Enhanced S&P 500 Index Series, JNL/SSGA Enhanced
Intermediate Bond Index Series, JNL/SSGA International Index Series, JNL/SSGA
Russell 2000 Index Series, JNL/SSGA S&P 500 Index Series, JNL/SSGA S&P MidCap
Index Series, JNL/S&P Conservative Growth Series, JNL/S&P Moderate Growth
Series, and JNL/S&P Aggressive Growth Series.
3. As compensation for services performed and the facilities and
personnel provided by the Adviser under the Agreement, the Trust will pay to the
Adviser, promptly after the end of each month for the services rendered by the
Adviser during the preceding month, the sum of the following amounts:
JNL/J.P. Morgan Enhanced $0 to $25 million .... .80%
S&P 500 Index Series Over $25 million ..... .75%
JNL/S&P Conservative Growth $0 to $500 million ... .20%
Series 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%
4. The Trust and the Adviser agree to abide and be bound by all of the
terms and conditions set forth in the Agreement.
35
<PAGE>
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the 21st day of
December, 1998.
JNL SERIES TRUST
By: /s/ Andrew B. Hopping
-------------------------------
Name: Andrew B. Hopping
-----------------------------
Title: President
----------------------------
JACKSON NATIONAL FINANCIAL
SERVICES, LLC
By: /s/ Mark D. Nerud
-------------------------------
Name: Mark D. Nerud
-----------------------------
Title: Chief Financial Officer
----------------------------
36
<PAGE>
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.
37
<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:
(*M - Million)
<TABLE>
<CAPTION>
---------------------------- --------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ----------
$0 to $50 to $100 to $150 to $200 to $250 to $300 to $350 to Over
Series $50 M $100 M $150 M $200 M $250 M $300 M $350 M $500 M $500 M
---------------------------- --------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JNL/Alliance Growth Series .775% .775% .775% .775% .775% .70% .70% .70% .70%
JNL/JPM International &
Emerging Markets Series .975% .95% .95% .95% .90% .90% .90% .85% .85%
JNL/PIMCO Total Return
Bond Series .70% .70% .70% .70% .70% .70% .70% .70% .70%
JNL/S&P Conservative
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Moderate Growth
Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Aggressive Growth
Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Very Aggressive
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity Only-Growth
Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Only-Aggressive Growth .20% .20% .20% .20% .20% .20% .20% .20% .15%
Series I
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
---------------------------- --------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ----------
$0 to $50 to $100 to $150 to $200 to $250 to $300 to $350 to Over
Series $50 M $100 M $150 M $200 M $250 M $300 M $350 M $500 M $500 M
---------------------------- --------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JNL/S&P Conservative
Growth Series II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Moderate Growth
Series II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Aggressive Growth
Series II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Very Aggressive
Growth Series II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity Only-Growth
Series II .20% .20% .20% .20% .20% .20% .20% .20% .15%
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
---------------------------- --------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ----------
$0 to $50 to $100 to $150 to $200 to $250 to $300 to $350 to Over
Series $50 M $100 M $150 M $200 M $250 M $300 M $350 M $500 M $500 M
---------------------------- --------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JNL/S&P Equity
Only-Aggressive Growth .20% .20% .20% .20% .20% .20% .20% .20% .15%
Series II
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>
40
<PAGE>
3. The Trust and the Adviser agree to abide and be bound by all of the
terms and conditions set forth in the Agreement.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the 17th day of
December, 1997.
JNL SERIES TRUST
By: /s/ Andrew B. Hopping
-------------------------------
Name: Andrew B. Hopping
-----------------------------
Title: President
----------------------------
JACKSON NATIONAL FINANCIAL
SERVICES, INC.
By: /s/ Thomas J. Meyer
-------------------------------
Name: Thomas J. Meyer
-----------------------------
Title: Vice President
----------------------------
41
<PAGE>
AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
JACKSON NATIONAL FINANCIAL SERVICES, INC.
This AMENDMENT is by and between JNL Series Trust, a Massachusetts
business trust (the "Trust") and Jackson National Financial Services, Inc., a
Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser entered into an Amended Investment
Advisory and Management Agreement dated August 17, 1995 (the "Agreement"),
whereby the Trust retained the Adviser to perform investment advisory and
management services for the Series of the Trust enumerated in the Agreement; and
WHEREAS, the names of three existing Series of the Trust will be
changed effective May 1, 1997, and the Trust desires the Adviser to continue
performing investment advisory and management services for these Series of the
Trust; and
WHEREAS, the Adviser agrees to serve or continue serving as the
investment adviser and business manager for the above-referenced Series of the
Trust on the terms and conditions set forth in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the Trust and the Adviser
agree as follows:
1. Effective May 1, 1997, the Adviser shall continue serving as the
investment adviser and business manager for the JNL/Phoenix Investment Counsel
Balanced Series, JNL/Phoenix Investment Counsel Growth Series and PPM
America/JNL Value Equity Series at which date the names of these Series shall be
changed to the PPM America/JNL Balanced Series, JNL/Putnam Growth Series and
JNL/Putnam Value Equity Series, respectively.
2. As compensation for services performed and the facilities and
personnel provided by the Adviser under the Agreement, the Trust will pay to the
Adviser, promptly after the end of each month for the services rendered by the
Adviser during the preceding month, the sum of the following amounts:
42
<PAGE>
$0 to $50 to $150 to $300 to Over
(*M-Million) $50 M $150M $300 M $500 M $500 M
----- ----- ------ ------ ------
JNL/Putnam Growth
Series .90% .90% .85% .80% .80%
JNL/Putnam Value
Equity Series .90% .90% .85% .80% .80%
JNL/Putnam World
Opportunities Series 1.40% 1.40% 1.35% 1.25% 1.25%
PPM America/JNL
Balanced Series .75% .70% .675% .65% .625%
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
43
<PAGE>
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:
44
<PAGE>
$0 to $50 to $150 to $300 to Over
(*M - Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ------ ------
JNL/Eagle Core Equity .90% .85% .85% .75% .75%
Series
JNL/Eagle SmallCap Equity .95% .95% .90% .90% .85%
Series
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
---------------------------------------
45
<PAGE>
AMENDED
INVESTMENT ADVISORY
AND
MANAGEMENT AGREEMENT
This AMENDED INVESTMENT 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.
46
<PAGE>
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 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 (ii) 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.
47
<PAGE>
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,
48
<PAGE>
promptly after the end of each month for the services rendered by the Adviser
during the preceding month, the sum of the following amounts:
$0 to $50 to $150 to $300 to Over
(*M - Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ------ ------
JNL Capital Growth Series .95% .95% .90% .85% .85%
JNL Aggressive Growth Series .95% .95% .90% .85% .85%
JNL Global Equities Series 1.00% 1.00% .95% .90% .90%
JNL/Alger Growth Series .975% .975% .975% .95% .90%
JNL/Phoenix Investment Counsel
Balanced Series .90% .80% .75% .70% .65%
JNL/Phoenix Investment Counsel
Growth Series .90% .85% .80% .75% .70%
PPM America/JNL Value
Equity Series .75% .70% .675% .65% .625%
PPM America/JNL Money
Mark Series .60% .60% .575% .55% .525%
PPM America/JNL High Yield Bond
Series .75% .70% .675% .65% .625%
Salomon Brothers/JNL Global
Bond Series .85% .85% .80% .80% .75%
Salomon Brothers/JNL U.S.
Government
& Quality Bond Series .70% .70% .65% .60% .55%
T. Rowe Price/JNL Established
Growth Series .85% .85% .80% .80% .80%
49
<PAGE>
$0 to $50 to $150 to $300 to Over
(*M - Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ------ ------
T. Rowe Price/JNL Mid-Cap
Growth Series .95% .95% .90% .90% .90%
T. Rowe Price/JNL International
Equity
Investment Series 1.10% 1.05% 1.00% .95% .90%
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
50
<PAGE>
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.
51
<PAGE>
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.
52
<PAGE>
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 o/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: (I) 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.
53
<PAGE>
JNL SERIES TRUST
By: /s/ John A. Knutson
-----------------------------------
John A. Knutson
Its: President & Chief Executive Officer
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By: /s/ Larry C. Jordan
-----------------------------------
Larry C. Jordan
Its: Chief Operating Officer, Treasurer
-----------------------------------
& Asst. Secretary
-----------------------------------
54
<PAGE>
EXHIBIT C
INVESTMENT ADVISORY FEES
--------------------------------------------------------------------------------
Advisory Fee
(Annual Rate Based
on Average Net
Assets
Series Assets of each Series)
--------------------------------------------------------------------------------
JNL/Alger Growth Series $0 to $300 million .975%
$300 million to $500 .95%
million .90%
Over $500 million
--------------------------------------------------------------------------------
JNL/Alliance Growth Series $0 to $250 million .775%
Over $250 million .70%
--------------------------------------------------------------------------------
JNL/Eagle Core Equity Series $0 to $50 million .90%
$50 million to $300 million .85%
Over $300 million .75%
--------------------------------------------------------------------------------
JNL/Eagle SmallCap Equity $0 to $150 million .95%
Series $150 million to $500 .90%
million .85%
Over $500 million
--------------------------------------------------------------------------------
JNL/J.P. Morgan Enhanced S&P(R) $0 to $25 million .80%
500 Stock Index Series Over $25 million .75%
--------------------------------------------------------------------------------
JNL/J.P. Morgan International $0 to $50 million .975%
& Emerging Markets Series $50 million to $200 million .95%
$200 million to $350 .90%
million .85%
Over $350 million
--------------------------------------------------------------------------------
JNL/Janus Aggressive Growth $0 to $150 million .95%
Series $150 million to $300 .90%
million .85%
Over $300 million
--------------------------------------------------------------------------------
JNL/Janus Balanced Series $0 to $300 million .95%
Over $300 million .90%
--------------------------------------------------------------------------------
JNL/Janus Capital Growth $0 to $150 million .95%
Series $150 million to $300 .90%
million .85%
Over $300 million
--------------------------------------------------------------------------------
JNL/Janus Global Equities $0 to $150 million 1.00%
Series $150 million to $300 .95%
million .90%
Over $300 million
--------------------------------------------------------------------------------
JNL/Janus Growth & Income $0 to $300 million .95%
Series Over $300 million .90%
--------------------------------------------------------------------------------
JNL/PIMCO Total Return Bond All assets .70%
Series
--------------------------------------------------------------------------------
JNL/Putnam Growth Series $0 to $150 million 90%
$150 million to $300 .85%
million .80%
Over $300 million
--------------------------------------------------------------------------------
55
<PAGE>
--------------------------------------------------------------------------------
Advisory Fee
(Annual Rate Based
on Average Net
Assets
Series Assets of each Series)
--------------------------------------------------------------------------------
JNL/Putnam International $0 to $50 million 1.10%
Growth Series $50 million to $150 million 1.05%
$150 million to $300 1.00%
million .95%
$300 million to $500 .90%
million
Over $500 million
--------------------------------------------------------------------------------
JNL/Putnam Midcap Growth $0 to $300 million .95%
Series Over $300 million .90%
--------------------------------------------------------------------------------
JNL/Putnam Value Equity Series $0 to $150 million .90%
$150 million to $300 .85%
million .80%
Over $300 million
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth $0 to $500 million .20%
Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Moderate Growth $0 to $500 million .20%
Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Aggressive Growth $0 to $500 million .20%
Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Very Aggressive $0 to $500 million .20%
Growth Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Growth Series I $0 to $500 million .20%
Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Aggressive $0 to $500 million .20%
Growth Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth $0 to $500 million .20%
Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Moderate Growth $0 to $500 million .20%
Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Aggressive Growth $0 to $500 million .20%
Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Very Aggressive $0 to $500 million .20%
Growth Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Growth Series $0 to $500 million .20%
II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Aggressive $0 to $500 million .20%
Growth Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth $0 to $500 million .20%
Series Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Moderate Growth Series $0 to $500 million .20%
Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Aggressive Growth $0 to $500 million .20%
Series Over $500 million .15%
--------------------------------------------------------------------------------
56
<PAGE>
--------------------------------------------------------------------------------
Advisory Fee
(Annual Rate Based
on Average Net
Assets
Series Assets of each Series)
--------------------------------------------------------------------------------
Lazard/JNL Mid Cap Value $0 to $150 million .975%
Series $150 million to $300 .925%
million .90%
Over $300 million
--------------------------------------------------------------------------------
Lazard/JNL Small Cap Value $0 to $50 million 1.05%
Series $50 million to $150 million 1.00%
$150 million to $300 .975%
million .925%
Over $300 million
--------------------------------------------------------------------------------
PPM America/JNL Balanced $0 to $50 million .75%
Series $50 million to $150 million .70%
$150 million to $300 .675%
million .65%
$300 million to $500 .625%
million
Over $500 million
--------------------------------------------------------------------------------
PPM America/JNL High Yield $0 to $50 million .75%
Bond Series $50 million to $150 million .70%
$150 million to $300 .675%
million .65%
$300 million to $500 .625%
million
Over $500 million
--------------------------------------------------------------------------------
PPM America/JNL Money Market $0 to $150 million .60%
Series $150 million to $300 .575%
million .55%
$300 million to $500 .525%
million
Over $500 million
--------------------------------------------------------------------------------
Salomon Brothers/JNL Balanced $0 to $50 million .80%
Series $50 million to $150 million .75%
Over $150 million .70%
--------------------------------------------------------------------------------
Salomon Brothers/JNL Global $0 to $150 million .85%
Bond Series $150 million to $500 .80%
million .75%
Over $500 million
--------------------------------------------------------------------------------
Salomon Brothers/JNL High $0 to $50 million .80%
Yield Bond Series $50 million to $150 million .75%
Over $150 million .70%
--------------------------------------------------------------------------------
Salomon Brothers/JNL U.S. $0 to $150 million .70%
Government & Quality Bond $150 million to $300 .65%
Series million .60%
$300 million to $500 .55%
million
Over $500 million
--------------------------------------------------------------------------------
T. Rowe Price/JNL Established $0 to $150 million .85%
Growth Series Over $150 million .80%
--------------------------------------------------------------------------------
T. Rowe Price/JNL Mid-Cap $0 to $150 million .95%
Growth Series Over $150 million .90%
--------------------------------------------------------------------------------
T. Rowe Price/JNL Value Series $0 to $300 million .90%
Over $300 million .85%
--------------------------------------------------------------------------------
57
<PAGE>
EXHIBIT D
PROPOSED NEW INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of
_____________, 2000 between JNL SERIES TRUST, a Massachusetts business trust,
(the "Trust") and Jackson National Financial Services, LLC, a Michigan limited
liability company (the "Adviser").
WHEREAS, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations; and
WHEREAS, the Trust on behalf of its investment series listed on
Schedule A hereto ("Series") desires to retain Adviser to perform investment
advisory services, on the terms and conditions set forth herein; and
WHEREAS, the Adviser agrees to serve as the investment adviser and
business manager for the Series 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. Appointment
The Trust hereby appoints the Adviser to provide certain investment
advisory services to the Series for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Trust designates one or more series other than the
Series with respect to which the Trust wishes to retain the Adviser to render
investment advisory services hereunder, it shall notify the Adviser in writing.
If the Adviser is willing to render such services, it shall notify the Trust in
writing, whereupon such series shall become a Series hereunder, and be subject
to this Agreement.
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
58
<PAGE>
which securities shall be purchased or sold by each Series, 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, by entering into sub-advisory agreements (the
"Sub-Advisory Agreements") with one or more sub-advisers. The Adviser is solely
responsible for payment of any fees or other charges arising from such
delegation and the Trust shall have no liability therefor. Consistent with the
provisions of the Act and any applicable exemption thereto, the Trust may enter
into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the
approval of the shareholders of the affected Series.
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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,
a fee, accrued daily and payable monthly on the average daily net assets in the
Series, in accordance with Schedule B.
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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 (including affiliated
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 will become effective as to a Series upon execution or,
if later, the date that initial capital for such Series is first provided to it.
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 a 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 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.
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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
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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
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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 assets 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
Attest: By:
--------------------------- -----------------------
Susan S. Rhee Andrew B. Hopping
Assistant Secretary President
JACKSON NATIONAL
FINANCIAL SERVICES,LLC
Attest: By:
--------------------------- -----------------------
Susan S. Rhee Mark D. Nerud
Secretary Chief Financial Officer
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SCHEDULE A
DATED [INSERT DATE]
(Series)
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(R)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 Growth Series
JNL/Putnam Midcap Growth Series
JNL/Putnam Value Equity 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 Series
JNL/S&P Moderate Growth Series
JNL.S&P Aggressive 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
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
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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
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SCHEDULE B
DATED [INSERT DATE]
(Compensation)
--------------------------------------------------------------------------------
Advisory Fee
(Annual Rate Based
on Average Net
Assets
Series Assets of each Series)
--------------------------------------------------------------------------------
JNL/Alger Growth Series $0 to $300 million .975%
$300 million to $500 .95%
million .90%
Over $500 million
--------------------------------------------------------------------------------
JNL/Alliance Growth Series $0 to $250 million .775%
Over $250 million .70%
--------------------------------------------------------------------------------
JNL/Eagle Core Equity Series $0 to $50 million .90%
$50 million to $300 million .85%
Over $300 million .75%
--------------------------------------------------------------------------------
JNL/Eagle SmallCap Equity $0 to $150 million .95%
Series $150 million to $500 .90%
million .85%
Over $500 million
--------------------------------------------------------------------------------
JNL/J.P. Morgan Enhanced S&P(R) $0 to $25 million .80%
500 Stock Index Series Over $25 million .75%
--------------------------------------------------------------------------------
JNL/J.P. Morgan International $0 to $50 million .975%
& Emerging Markets Series $50 million to $200 million .95%
$200 million to $350 .90%
million .85%
Over $350 million
--------------------------------------------------------------------------------
JNL/Janus Aggressive Growth $0 to $150 million .95%
Series $150 million to $300 .90%
million .85%
Over $300 million
--------------------------------------------------------------------------------
JNL/Janus Balanced Series $0 to $300 million .95%
Over $300 million .90%
--------------------------------------------------------------------------------
JNL/Janus Capital Growth $0 to $150 million .95%
Series $150 million to $300 .90%
million .85%
Over $300 million
--------------------------------------------------------------------------------
JNL/Janus Global Equities $0 to $150 million 1.00%
Series $150 million to $300 .95%
million .90%
Over $300 million
--------------------------------------------------------------------------------
JNL/Janus Growth & Income $0 to $300 million .95%
Series Over $300 million .90%
--------------------------------------------------------------------------------
JNL/PIMCO Total Return Bond All assets .70%
Series
--------------------------------------------------------------------------------
JNL/Putnam Growth Series $0 to $150 million 90%
$150 million to $300 .85%
million .80%
Over $300 million
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
Advisory Fee
(Annual Rate Based
on Average Net
Assets
Series Assets of each Series)
--------------------------------------------------------------------------------
JNL/Putnam International $0 to $50 million 1.10%
Growth Series $50 million to $150 million 1.05%
$150 million to $300 1.00%
million .95%
$300 million to $500 .90%
million
Over $500 million
--------------------------------------------------------------------------------
JNL/Putnam Midcap Growth $0 to $300 million .95%
Series Over $300 million .90%
--------------------------------------------------------------------------------
JNL/Putnam Value Equity Series $0 to $150 million .90%
$150 million to $300 .85%
million .80%
Over $300 million
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth $0 to $500 million .20%
Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Moderate Growth $0 to $500 million .20%
Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Aggressive Growth $0 to $500 million .20%
Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Very Aggressive $0 to $500 million .20%
Growth Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Growth Series I $0 to $500 million .20%
Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Aggressive $0 to $500 million .20%
Growth Series I Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth $0 to $500 million .20%
Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Moderate Growth $0 to $500 million .20%
Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Aggressive Growth $0 to $500 million .20%
Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Very Aggressive $0 to $500 million .20%
Growth Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Growth Series $0 to $500 million .20%
II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Equity Aggressive $0 to $500 million .20%
Growth Series II Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Conservative Growth $0 to $500 million .20%
Series Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Moderate Growth Series $0 to $500 million .20%
Over $500 million .15%
--------------------------------------------------------------------------------
JNL/S&P Aggressive Growth $0 to $500 million .20%
Series Over $500 million .15%
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
Advisory Fee
(Annual Rate Based
on Average Net
Assets
Series Assets of each Series)
--------------------------------------------------------------------------------
Lazard/JNL Mid Cap Value $0 to $150 million .975%
Series $150 million to $300 .925%
million .90%
Over $300 million
--------------------------------------------------------------------------------
Lazard/JNL Small Cap Value $0 to $50 million 1.05%
Series $50 million to $150 million 1.00%
$150 million to $300 .975%
million .925%
Over $300 million
--------------------------------------------------------------------------------
PPM America/JNL Balanced $0 to $50 million .75%
Series $50 million to $150 million .70%
$150 million to $300 .675%
million .65%
$300 million to $500 .625%
million
Over $500 million
--------------------------------------------------------------------------------
PPM America/JNL High Yield $0 to $50 million .75%
Bond Series $50 million to $150 million .70%
$150 million to $300 .675%
million .65%
$300 million to $500 .625%
million
Over $500 million
--------------------------------------------------------------------------------
PPM America/JNL Money Market $0 to $150 million .60%
Series $150 million to $300 .575%
million .55%
$300 million to $500 .525%
million
Over $500 million
--------------------------------------------------------------------------------
Salomon Brothers/JNL Balanced $0 to $50 million .80%
Series $50 million to $150 million .75%
Over $150 million .70%
--------------------------------------------------------------------------------
Salomon Brothers/JNL Global $0 to $150 million .85%
Bond Series $150 million to $500 .80%
million .75%
Over $500 million
--------------------------------------------------------------------------------
Salomon Brothers/JNL High $0 to $50 million .80%
Yield Bond Series $50 million to $150 million .75%
Over $150 million .70%
--------------------------------------------------------------------------------
Salomon Brothers/JNL U.S. $0 to $150 million .70%
Government & Quality Bond $150 million to $300 .65%
Series million .60%
$300 million to $500 .55%
million
Over $500 million
--------------------------------------------------------------------------------
T. Rowe Price/JNL Established $0 to $150 million .85%
Growth Series Over $150 million .80%
--------------------------------------------------------------------------------
T. Rowe Price/JNL Mid-Cap $0 to $150 million .95%
Growth Series Over $150 million .90%
--------------------------------------------------------------------------------
T. Rowe Price/JNL Value Series $0 to $300 million .90%
Over $300 million .85%
--------------------------------------------------------------------------------
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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 Distributors, Inc. (the "Distributor") pursuant to which the Distributor
will serve as distributor of the securities of the Series;
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;
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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 broker-dealers that have agreed to direct a portion of the
brokerage commissions paid by the Series to introducing brokers
("Brokerage Payments") to 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 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
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<PAGE>
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 of marketing fees or
allowances requested by broker-dealers who sell Variable Contracts; (vii)
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; (viii) training
sales personnel regarding sales of Variable Contracts; (ix) personal service
and/or maintenance of the Variable Contract owner accounts; and (x) 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 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
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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.
73
<PAGE>
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
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.
Date: ____________, 2000
74
<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/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Midcap Growth Series
JNL/Putnam Value Equity 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
75
<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.
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
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.
