EX-99.h(9)
May ___, 2002
[Name]
[Title]
[Company Name]
[address]
Dear:
This letter is being executed in connection with arrangements between
Xxxxxxx National Life Distributors, Inc. ("Distributor") and
___________________(the "Subadviser") in connection with financial assistance
the Subadviser has agreed to provide to Distributor with respect to the
distribution of variable insurance contracts (the "Contracts") the premiums
under which may be allocated to investments in certain series of JNL Series
Trust (collectively, the "Funds") of which the Subadviser is investment
subadviser and the Distributor is the principal underwriter, and the servicing
of holders of the Contracts. More particularly, this letter relates to the
Subadviser's agreement to compensate the Distributor for certain of its services
in connection with the servicing of Contract holders and the promotion,
marketing, and distribution of the Contracts (the " Servicing and Marketing
Allowance").
1. The Subadviser agrees to pay the Service and Marketing Allowance to
the Distributor as set forth in this agreement; provided, however,
that the Subadviser's obligation to pay the Service and Marketing
Allowance with respect to each Fund shall be conditioned upon the
Subadviser continuing to serve as the investment subadviser to such
Fund pursuant to the terms and conditions set forth in the
Sub-Advisory Agreement (the "Sub-Advisory Agreement") between
Distributor's affiliate, Xxxxxxx National Asset Management, LLC and
the Subadviser dated ___________. In the event that the Subadviser
does not continue to serve as the investment subadviser with respect
to an individual Fund, the Subadviser's obligation to pay the Service
and Marketing Allowance hereunder with respect to such Fund shall end
coincident with the termination of the Sub-Advisory Agreement as to
such Fund.
2. The Service Marketing Allowance will be an annual rate equal to
___basis points of the total combined assets of all Funds of which the
Subadviser is investment subadviser pursuant to the Sub-Advisory
Agreement. The annual rate will be reviewed annually.
3. The Service and Marketing Allowance with respect to the Funds will be
calculated on the last day of each calendar quarter, and paid in the
first month following that quarter. In the event that
_______discontinues serving as the sub-adviser to any of the Funds,
the Distributor will be paid a pro-rated amount which will be
calculated on the day after the Subadviser ceases to act as investment
Subadviser.
4. For and in consideration of the Subadviser's agreement herein to pay
the Service and Marketing Allowance, Distributor agrees to continue to
promote the sale of Contracts the proceeds of which may be invested in
the Funds, and to continue to respond to inquiries of current and
prospective Contract holders regarding investments in the Funds under
their Contracts, including inquiries regarding the Subadviser's
investment performance record with respect to the Funds, the
Subadviser's investment philosophy and security selection criteria
employed in managing the assets of the Funds, and similar matters.
Subadviser acknowledges and agrees that the Service and Marketing
Allowance payable by the Subadviser to the Distributor inures to the
benefit of the Subadviser, through the sale of Contracts and the
allocation by Contract holders of their premiums to investments in the
Funds, as well as inures to the benefit of the Distributor and the
contract holders.
5. Distributor represents and warrants that Distributor's receipt of the
Service and Marketing Allowance does not violate the NASD rules
regarding cash and noncash compensation as set forth in NASD Conduct
Rules 2820 and 2830, federal securities laws (including, without
limitation, Rule 10b-10 of the Securities Exchange Act of 1934), the
Employee Retirement Income Securities Act of 1974 ("ERISA"), or any
other applicable law, and that Distributor's receipt of the Service
and Marketing Allowance will be disclosed in the Fund's prospectus or
Statement of Additional Information or the prospectus or Statement of
Additional Information of any Contract of which the Funds are
underlying investments if required by NASD rules and other applicable
law and as otherwise required by applicable law. Sub-Adviser consents
to such prospectus or Statement of Additional Information disclosure
of the material terms of this letter agreement (provided such
disclosure does not specifically refer to the Subadviser unless
required by applicable law) and acknowledges and agrees that a
redacted form of this letter agreement (redacting any indications that
the agreement is with the Subadviser) may be filed as an exhibit to
the registration statement of JNL Series Trust or the registration
statement of any Contract of which the Funds are underlying
investments. Distributor agrees to indemnify and hold harmless
Subadviser and its directors, officers, and employees from any and all
loss, liability and expense resulting from the inaccuracy or breach of
any representation of Distributor made in this letter agreement, or
from a breach by Distributor of a material provision of this letter
agreement. The Distributor will keep the payment of the Servicing and
Marketing Allowance by the Subadviser confidential except for such
disclosure required by applicable law.
6. This agreement may be terminated by any party upon 90 days' notice to
the other parties. Upon termination, the Distributor will be paid a
pro-rated Service and Marketing Allowance, which will be as calculated
on the day after the termination of this agreement and will be paid no
later than one month after termination. This agreement may be
terminated immediately by either party if it determines that the
payment or receipt of the Market Allowance is in violation of
applicable law. No provision of this agreement may be amended except
by a written agreement properly authorized and executed by all
parties. This agreement does not modify or supercede any terms of the
Sub-Advisory Agreement.
XXXXXXX NATIONAL LIFE DISTRIBUTORS, INC.
By: _______________________________
Name:______________________________
Title:_____________________________
Acknowledged and Agreed:
[Sub-Adviser]
By:______________________________
Name:____________________________
Title:___________________________
