JNL VARIABLE FUND LLC
497, 1999-07-09
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                            JNL(R) VARIABLE FUND LLC



<PAGE>


                                   PROSPECTUS

                                  July 6, 1999

                        JNL(R) VARIABLE FUND LLC 225 West
                     Wacker Drive o Chicago, Illinois 60606

This Prospectus  provides you with the basic  information you should know before
investing in the JNL Variable Fund LLC (Fund).

The interests of the Fund are sold to Jackson  National  Separate Account - I to
fund the  benefits of variable  annuity  contracts.  The Fund  currently  offers
interests  in the  following  separate  Series,  each  with  its own  investment
objective.


          JNL/First Trust The Dow(SM) Target 5 Series
          JNL/First Trust The Dow(SM) Target 10 Series
          JNL/First Trust The S&P(R) Target 10 Series
          JNL/First Trust Global Target 15 Series
          JNL/First Trust Target 25 Series
          JNL/First Trust Target Small-Cap Series
          JNL/First Trust Technology Sector Series
          JNL/First Trust Pharmaceutical/Healthcare Sector Series
          JNL/First Trust Financial Sector Series
          JNL/First Trust Energy Sector Series
          JNL/First Trust Leading Brands Sector Series
          JNL/First Trust Communications Sector Series


THE  SECURITIES  AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR  DISAPPROVED  THE
FUND'S  SECURITIES,  OR  DETERMINED  WHETHER  THIS  PROSPECTUS  IS  ACCURATE  OR
COMPLETE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.

The  Fund's  Statement  of  Additional  Information  (SAI)  contains  additional
information about the Fund and the Series.



<PAGE>


"Dow Jones", "Dow Jones Industrial Average(SM)",  "DJIA(SM)",  "The Dow 10(SM)",
and "The Dow 5(SM)" are service marks of Dow Jones & Company,  Inc. (Dow Jones).
Dow Jones has no relationship  to the Fund,  other than the licensing of the Dow
Jones Industrial Average (DJIA) and its service marks for use in connection with
the  JNL/First  Trust The Dow  Target 5 Series and the  JNL/First  Trust The Dow
Target 10 Series.

DOW JONES DOES NOT:

o    Sponsor,  endorse,  sell or promote  the  JNL/First  Trust The Dow Target 5
     Series or the JNL/First Trust The Dow Target 10 Series.
o    Recommend  that any person invest in the  JNL/First  Trust The Dow Target 5
     Series,  the  JNL/First  Trust  The  Dow  Target  10  Series  or any  other
     securities.
o    Have any  responsibility  or liability for or make any decisions  about the
     timing, amount or pricing of the JNL/First Trust The Dow Target 5 Series or
     the JNL/First Trust The Dow Target 10 Series.
o    Have any responsibility or liability for the administration,  management or
     marketing of the  JNL/First  Trust The Dow Target 5 Series or the JNL/First
     Trust The Dow Target 10 Series.
o    Consider  the needs of the  JNL/First  Trust The Dow Target 5 Series or the
     JNL/First  Trust The Dow  Target 10 Series or the  owners of the  JNL/First
     Trust The Dow  Target 5 Series  or the  JNL/First  Trust The Dow  Target 10
     Series  in  determining,  composing  or  calculating  the  DJIA or have any
     obligation to do so.

- --------------------------------------------------------------------------------
DOW JONES WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE JNL/FIRST TRUST THE
DOW  TARGET  5  SERIES  OR  THE  JNL/FIRST  TRUST  THE  DOW  TARGET  10  SERIES.
SPECIFICALLY,

o    DOW JONES DOES NOT MAKE ANY  WARRANTY,  EXPRESS OR  IMPLIED,  AND DOW JONES
     DISCLAIMS ANY WARRANTY ABOUT:
     o    THE  RESULTS TO BE OBTAINED  BY THE  JNL/FIRST  TRUST THE DOW TARGET 5
          SERIES OR THE JNL/FIRST TRUST THE DOW TARGET 10 SERIES,  THE OWNERS OF
          THE JNL/FIRST TRUST THE DOW TARGET 5 SERIES OR THE JNL/FIRST TRUST THE
          DOW TARGET 10 SERIES OR ANY OTHER PERSON IN CONNECTION WITH THE USE OF
          THE DJIA AND THE DATA INCLUDED IN THE DJIA;
     o    THE ACCURACY OR COMPLETENESS OF THE DJIA AND ITS DATA;
     o    THE MERCHANTABILITY AND THE FITNESS FOR A PARTICULAR PURPOSE OR USE OF
          THE DJIA AND ITS DATA;
o    DOW JONES WILL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS
     IN THE DJIA OR ITS DATA;
o    UNDER NO  CIRCUMSTANCES  WILL DOW JONES BE LIABLE  FOR ANY LOST  PROFITS OR
     INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF DOW
     JONES KNOWS THAT THEY MIGHT OCCUR.

THE  LICENSING  AGREEMENT  BETWEEN  FIRST TRUST  ADVISORS  L.P. AND DOW JONES IS
SOLELY FOR THEIR  BENEFIT AND NOT FOR THE BENEFIT OF THE OWNERS OF THE JNL/FIRST
TRUST THE DOW TARGET 5 SERIES OR THE JNL/FIRST TRUST THE DOW TARGET 10 SERIES OR
ANY OTHER THIRD PARTIES.
- --------------------------------------------------------------------------------
"Standard & Poor's(R)",  "S&P(R)",  "S&P 500(R)",  "Standard & Poor's 500",  and
"500" are trademarks of The McGraw-Hill  Companies,  Inc. and have been licensed
for use by Jackson  National Life  Insurance  Company.  The JNL/First  Trust The
S&P(R) Target 10 Series is not sponsored, endorsed, sold or promoted by Standard
&  Poor's  and  Standard  &  Poor's  makes  no   representation   regarding  the
advisability of investing in the Series.  Please see the Statement of Additional
Information which sets forth certain  additional  disclaimers and limitations of
liabilities on behalf of S&P.

"JNL(R)", "Jackson National(R)" and "Jackson National Life(R)" are trademarks of
Jackson National Life Insurance Company.



<PAGE>


                                TABLE OF CONTENTS

About the Series of the Fund

         JNL/First Trust The Dow(SM) Target 5 Series

         JNL/First Trust The Dow(SM) Target 10 Series

         JNL/First Trust The S&P(R) Target 10 Series

         JNL/First Trust Global Target 15 Series

         JNL/First Trust Target 25 Series

         JNL/First Trust Target Small-Cap Series

         JNL/First Trust Technology Sector Series

         JNL/First Trust Pharmaceutical/Healthcare Sector Series

         JNL/First Trust Financial Sector Series

         JNL/First Trust Energy Sector Series

         JNL/First Trust Leading Brands Sector Series

         JNL/First Trust Communications Sector Series

         More About the Investment Objectives and Risks of All Series

Management of the Fund

         Investment Adviser

         Investment Sub-Adviser

         Portfolio Management

Administrative Fee

Investment in Fund Interests

Redemption of Fund Interests

Tax Status

         General

         Internal Revenue Services Diversification Requirements

Hypothetical Performance Data for Target Strategies

Financial Highlights


<PAGE>


                          ABOUT THE SERIES OF THE FUND

JNL/FIRST TRUST THE DOW(SM) TARGET 5 SERIES

INVESTMENT  OBJECTIVE.  The  investment  objective  of the  JNL/First  Trust The
Dow(SM) Target 5 Series (The Dow Target 5 Series) is a high total return through
a combination of capital appreciation and dividend income.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Dow Target 5 Series seeks to achieve its
objective by investing  approximately  equal  amounts in the common stock of the
five companies  included in the Dow Jones  Industrial  Average(SM)  (DJIA) which
have the lowest per share price of the companies  with the ten highest  dividend
yields on or about the business day before each Stock  Selection  Date. The five
companies  will be selected  annually,  beginning  July 1, 1999, and on each one
year anniversary thereof (Stock Selection Date). The sub-adviser  generally uses
a buy and hold strategy, trading only on each Stock Selection Date and when cash
flow activity occurs in the Series.

PRINCIPAL  RISKS OF INVESTING IN THE DOW TARGET 5 SERIES.  An  investment in The
Dow Target 5 Series is not guaranteed. As with any mutual fund, the value of The
Dow Target 5 Series' shares will change and you could lose money by investing in
this Series. A variety of factors may influence its investment performance, such
as:

         o    Market  risk.   Because  The  Dow  Target  5  Series   invests  in
              U.S.-traded equity securities, it is subject to stock market risk.
              Stock  prices  typically  fluctuate  more than the values of other
              types  of  securities,  typically  in  response  to  changes  in a
              particular company's financial condition and factors affecting the
              market in general. For example,  unfavorable or unanticipated poor
              earnings  performance  of a company may result in a decline in its
              stock's  price,  and a  broad-based  market  drop may also cause a
              stock's price to fall.

         o    Non-diversification.  The Dow Target 5 Series is "non-diversified"
              as such term is defined in the Investment  Company Act of 1940, as
              amended,  which means that the Series may hold a smaller number of
              issuers than if it were  "diversified."  With a smaller  number of
              different issuers, The Dow Target 5 Series is subject to more risk
              than  another  fund  holding  a larger  number of  issuers,  since
              changes in the  financial  condition or market  status of a single
              issuer may cause greater  fluctuation  in The Dow Target 5 Series'
              total return and share price.

         o    Limited management. The Dow Target 5 Series' strategy of investing
              in five  companies  according  to criteria  determined  on a Stock
              Selection Date prevents The Dow Target 5 Series from responding to
              market  fluctuations.  As  compared  to other  funds,  this  could
              subject  The  Dow  Target  5  Series  to  more  risk if one of the
              selected  stocks  declines  in price or if certain  sectors of the
              market, or the United States economy,  experience  downturns.  The
              investment  strategy may also prevent The Dow Target 5 Series from
              taking advantage of opportunities available to other funds.

In  addition,  the  performance  of The  Dow  Target  5  Series  depends  on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.



<PAGE>


JNL/FIRST TRUST THE DOW(SM) TARGET 10 SERIES

INVESTMENT  OBJECTIVE.  The  investment  objective  of the  JNL/First  Trust The
Dow(SM)  Target 10 Series  (The Dow Target 10  Series)  is a high  total  return
through a combination of capital appreciation and dividend income.

PRINCIPAL INVESTMENT  STRATEGIES.  The Dow Target 10 Series seeks to achieve its
objective by investing  approximately  equal  amounts in the common stock of the
ten companies included in the Dow Jones Industrial Average(SM) (DJIA) which have
the  highest  dividend  yields on or about the  business  day before  each Stock
Selection Date. The ten companies will be selected  annually,  beginning July 1,
1999, and on each one year  anniversary  thereof  (Stock  Selection  Date).  The
sub-adviser  generally uses a buy and hold strategy,  trading only on each Stock
Selection Date and when cash flow activity occurs in the Series.

PRINCIPAL  RISKS OF INVESTING IN THE DOW TARGET 10 SERIES.  An investment in The
Dow Target 10 Series is not  guaranteed.  As with any mutual fund,  the value of
The Dow  Target 10  Series'  shares  will  change  and you could  lose  money by
investing  in this Series.  A variety of factors may  influence  its  investment
performance, such as:

         o    Market  risk.   Because  The  Dow  Target  10  Series  invests  in
              U.S.-traded equity securities, it is subject to stock market risk.
              Stock  prices  typically  fluctuate  more than the values of other
              types  of  securities,  typically  in  response  to  changes  in a
              particular company's financial condition and factors affecting the
              market in general. For example,  unfavorable or unanticipated poor
              earnings  performance  of a company may result in a decline in its
              stock's  price,  and a  broad-based  market  drop may also cause a
              stock's price to fall.

         o    Non-diversification. The Dow Target 10 Series is "non-diversified"
              as such term is defined in the Investment  Company Act of 1940, as
              amended,  which means that the Series may hold a smaller number of
              issuers than if it were  "diversified."  With a smaller  number of
              different  issuers,  The Dow  Target 10 Series is  subject to more
              risk than another fund holding a larger  number of issuers,  since
              changes in the  financial  condition or market  status of a single
              issuer may cause greater  fluctuation in The Dow Target 10 Series'
              total return and share price.

         o    Limited  management.   The  Dow  Target  10  Series'  strategy  of
              investing in ten companies  according to criteria  determined on a
              Stock  Selection  Date  prevents  The Dow  Target 10  Series  from
              responding  to market  fluctuations.  As compared to other  funds,
              this could subject The Dow Target 10 Series to more risk if one of
              the selected stocks declines in price or if certain sectors of the
              market, or the United States economy,  experience  downturns.  The
              investment strategy may also prevent The Dow Target 10 Series from
              taking advantage of opportunities available to other funds.

In  addition,  the  performance  of The Dow  Target  10  Series  depends  on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.



<PAGE>


JNL/FIRST TRUST THE S&P(R) TARGET 10 SERIES

INVESTMENT OBJECTIVE. The investment objective of the JNL/First Trust The S&P(R)
Target 10 Series  (S&P  Target  10  Series)  is a high  total  return  through a
combination of capital appreciation and dividend income.

PRINCIPAL INVESTMENT  STRATEGIES.  The S&P Target 10 Series seeks to achieve its
objective by investing  approximately  equal  amounts in the common stocks of 10
companies  selected from a  pre-screened  subset of the stocks listed in The S&P
500 Index. The ten companies will be selected annually,  beginning July 1, 1999,
and on each one year anniversary thereof (Stock Selection Date), on or about the
last business day before each Stock Selection  Date. The  sub-adviser  generally
uses a buy and hold strategy, trading only on each Stock Selection Date and when
cash flow activity occurs in the Series.

PRINCIPAL  RISKS OF INVESTING IN THE S&P TARGET 10 SERIES.  An investment in The
S&P Target 10 Series is not  guaranteed.  As with any mutual fund,  the value of
The S&P  Target 10  Series'  shares  will  change  and you could  lose  money by
investing  in this Series.  A variety of factors may  influence  its  investment
performance, such as:

         o    Market  risk.   Because  The  S&P  Target  10  Series  invests  in
              U.S.-traded equity securities, it is subject to stock market risk.
              Stock  prices  typically  fluctuate  more than the values of other
              types  of  securities,  typically  in  response  to  changes  in a
              particular company's financial condition and factors affecting the
              market in general. For example,  unfavorable or unanticipated poor
              earnings  performance  of a company may result in a decline in its
              stock's  price,  and a  broad-based  market  drop may also cause a
              stock's price to fall.

         o    Non-diversification. The S&P Target 10 Series is "non-diversified"
              as such term is defined in the Investment  Company Act of 1940, as
              amended,  which means that the Series may hold a smaller number of
              issuers than if it were  "diversified."  With a smaller  number of
              different  issuers,  The S&P  Target 10 Series is  subject to more
              risk than another fund holding a larger  number of issuers,  since
              changes in the  financial  condition or market  status of a single
              issuer may cause greater  fluctuation in The S&P Target 10 Series'
              total return and share price.

         o    Limited  management.   The  S&P  Target  10  Series'  strategy  of
              investing in ten companies  according to criteria  determined on a
              Stock  Selection  Date  prevents  The S&P  Target 10  Series  from
              responding  to market  fluctuations.  As compared to other  funds,
              this could subject The S&P Target 10 Series to more risk if one of
              the common stocks selected declines in price or if certain sectors
              of the market, or the United States economy, experience downturns.
              The investment  strategy may also prevent The S&P Target 10 Series
              from taking advantage of opportunities available to other funds.

In  addition,  the  performance  of The S&P  Target  10  Series  depends  on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.

ADDITIONAL  INFORMATION  ABOUT THE  PRINCIPAL  INVESTMENT  STRATEGIES OF THE S&P
TARGET 10 SERIES.  The S&P Target 10 Series consists of a portfolio of 10 common
stocks  selected on or about the business day before each Stock  Selection  Date
through the following process:

          o    first,  the sub-adviser  ranks the companies in The S&P 500 Index
               by market capitalization;

          o    the  sub-adviser  selects  half of the  companies  in The S&P 500
               Index with the largest market capitalization;

          o    from the remaining  companies,  the sub-adviser  selects the half
               with the lowest price to sales ratio;

          o    from the  remaining  companies,  the  sub-adviser  selects the 10
               common stocks with the greatest one year price appreciation;

          o    the sub-adviser will allocate  approximately equal amounts of The
               S&P Target 10 Series to the selected 10 common stocks;

          o    the  sub-adviser  will  determine  the  percentage   relationship
               between  the  number of  shares  of each of the 10 common  stocks
               selected.


<PAGE>


JNL/FIRST TRUST GLOBAL TARGET 15 SERIES

INVESTMENT  OBJECTIVE.  The investment  objective of the JNL/First  Trust Global
Target 15 Series  (Global  Target 15 Series) is a high  total  return  through a
combination of capital appreciation and dividend income.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Global Target 15 Series seeks to achieve
its objective by investing in the common stocks of certain  companies  which are
components of The Dow Jones Industrial  Average(SM)  (DJIA), the Financial Times
Industrial  Ordinary Share Index (FT Index) and the Hang Seng Index.  The Global
Target 15 Series consists of common stocks of the five companies with the lowest
per share stock price of the ten companies in each of The DJIA, the FT Index and
the Hang Seng Index, respectively,  that have the highest dividend yields in the
respective  index. The fifteen  companies will be selected  annually,  beginning
July 1, 1999, and on each one year  anniversary  thereof (Stock Selection Date),
on or about  the last  business  day  before  each  Stock  Selection  Date.  The
sub-adviser  generally uses a buy and hold strategy,  trading only on each Stock
Selection Date and when cash flow activity occurs in the Series.

PRINCIPAL  RISKS OF INVESTING IN THE GLOBAL  TARGET 15 SERIES.  An investment in
the Global  Target 15 Series is not  guaranteed.  As with any mutual  fund,  the
value of the Global  Target 15  Series'  shares  will  change and you could lose
money by  investing  in this  Series.  A variety of factors  may  influence  its
investment performance, such as:

          o    Market  risk.  Because  the  Global  Target 15 Series  invests in
               stocks of U.S.  and  foreign  companies,  it is  subject to stock
               market  risk.  Stock  prices  typically  fluctuate  more than the
               values of other  types of  securities,  typically  in response to
               changes  in the  particular  company's  financial  condition  and
               factors affecting the market in general. For example, unfavorable
               or  unanticipated  poor earnings  performance  of the company may
               result in a  decline  in its  stock's  price,  and a  broad-based
               market drop may also cause a stock's price to fall.

          o    Non-diversification.    The   Global    Target   15   Series   is
               "non-diversified"  as such  term  is  defined  in the  Investment
               Company Act of 1940, as amended,  which means that the Series may
               hold a smaller  number of issuers than if it were  "diversified."
               With a smaller number of different issuers,  the Global Target 15
               Series is subject to more risk than another fund holding a larger
               number of issuers,  since changes in the  financial  condition or
               market status of a single issuer may cause greater fluctuation in
               the Global Target 15 Series' total return and share price.

          o    Foreign  investing  risk.  Because  the  Global  Target 15 Series
               invests in stocks of  foreign  companies,  it is also  subject to
               foreign  investing  risk.  Foreign  investing  involves risks not
               typically associated with U.S. investments.  These risks include,
               among others,  adverse fluctuations in foreign currency values as
               well as  adverse  political,  social  and  economic  developments
               affecting a foreign country.  Particularly, the reversion of Hong
               Kong to Chinese control on July 1, 1997 may adversely  affect the
               securities of Hong Kong issuers contained in the Global Target 15
               Series.  Investments  in foreign  countries  could be affected by
               factors  not  present  in  the  U.S.,  such  as  restrictions  on
               receiving the investment proceeds from a foreign country, foreign
               tax laws,  and potential  difficulties  in enforcing  contractual
               obligations. Transactions in foreign securities may be subject to
               less efficient settlement practices, including extended clearance
               and settlement periods. Owning foreign securities could cause the
               Global Target 15 Series' performance to fluctuate more than if it
               held only U.S. securities.

          o    Currency  risk.  The value of the Global Target 15 Series' shares
               may change as a result of changes in exchange  rates reducing the
               value of the U.S.  dollar  value of the Global  Target 15 Series'
               foreign investments.  Currency exchange rates can be volatile and
               affected by a number of factors, such as the general economics of
               a country, the actions of U.S. and foreign governments or central
               banks, the imposition of currency controls, and speculation.

          o    Limited  management.  The Global  Target 15 Series'  strategy  of
               investing in fifteen companies  according to criteria  determined
               on a Stock  Selection  Date  prevents the Global Target 15 Series
               from  responding  to market  fluctuations.  As  compared to other
               funds,  this could  subject  the Global  Target 15 Series to more
               risk if one of the common stocks selected declines in price or if
               certain  sectors of the  market,  or the United  States  economy,
               experience  downturns.  The investment  strategy may also prevent
               the  Global   Target  15  Series   from   taking   advantage   of
               opportunities available to other funds.

In  addition,  the  performance  of the Global  Target 15 Series  depends on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.


<PAGE>


JNL/FIRST TRUST TARGET 25 SERIES

INVESTMENT OBJECTIVE.  The investment objective of the JNL/First Trust Target 25
Series  (Target  25  Series) is a high total  return  through a  combination  of
capital appreciation and dividend income.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Target 25 Series  seeks to  achieve  its
objective by investing  approximately  equal  amounts in the common stocks of 25
companies  selected from a  pre-screened  subset of the stocks listed on the New
York Stock Exchange (NYSE). The twenty-five companies will be selected annually,
beginning  July 1,  1999,  and on  each  one  year  anniversary  thereof  (Stock
Selection  Date),  on or about the last business day before each Stock Selection
Date. The  sub-adviser  generally uses a buy and hold strategy,  trading only on
each Stock Selection Date and when cash flow activity occurs in the Series.

PRINCIPAL  RISKS OF  INVESTING  IN THE TARGET 25 SERIES.  An  investment  in the
Target 25 Series is not  guaranteed.  As with any mutual fund,  the value of the
Target 25 Series'  shares will change and you could lose money by  investing  in
this Series. A variety of factors may influence its investment performance, such
as:

         o    Market risk.  Because the Target 25 Series  invests in U.S.-traded
              equity  securities,  it is subject  to stock  market  risk.  Stock
              prices typically  fluctuate more than the values of other types of
              securities,  typically  in  response  to changes  in a  particular
              company's  financial condition and factors affecting the market in
              general.  For example,  unfavorable or unanticipated poor earnings
              performance  of a company  may result in a decline in its  stock's
              price,  and a  broad-based  market  drop may also  cause a stock's
              price to fall.

         o    Small  cap  investing.   Investing  in  smaller,  newer  companies
              generally  involves  greater risks than investing in larger,  more
              established ones.  Certain of or all of the companies in which the
              Target 25 Series may invest may be small cap company stocks.  Such
              companies  are likely to have limited  product  lines,  markets or
              financial  resources  and may be subject to more abrupt or erratic
              market  movements  than  securities  of larger,  more  established
              companies or the market  averages in general.  In  addition,  many
              small  capitalization  companies  may be in the  early  stages  of
              development.  Accordingly,  an  investment in the Target 25 Series
              may not be appropriate for all investors.

         o    Non-diversification.  The Target 25 Series is "non-diversified" as
              such term is defined in the  Investment  Company  Act of 1940,  as
              amended,  which means that the Series may hold a smaller number of
              issuers than if it were  "diversified."  With a smaller  number of
              different  issuers,  the  Target 25 Series is subject to more risk
              than  another  fund  holding  a larger  number of  issuers,  since
              changes in the  financial  condition or market  status of a single
              issuer  may cause  greater  fluctuation  in the  Target 25 Series'
              total return and share price.

         o    Limited management. The Target 25 Series' strategy of investing in
              twenty-five  companies according to criteria determined on a Stock
              Selection  Date  prevents the Target 25 Series from  responding to
              market  fluctuations.  As  compared  to other  funds,  this  could
              subject  the Target 25 Series to more risk if one of the  selected
              stocks declines in price or if certain  sectors of the market,  or
              the United States economy,  experience  downturns.  The investment
              strategy  may also  prevent  the  Target  25  Series  from  taking
              advantage of opportunities available to other funds.

In  addition,   the   performance  of  the  Target  25  Series  depends  on  the
sub-adviser's ability to effectively implement the investment strategies of this
Series.

ADDITIONAL  INFORMATION ABOUT THE PRINCIPAL INVESTMENT  STRATEGIES OF THE TARGET
25 SERIES.  The Target 25 Series  consists  of a portfolio  of 25 common  stocks
selected  through the following  four-step  process on or about the business day
before each Stock Selection Date:

         o    first,  the  sub-adviser  selects all the  dividend-paying  common
              stocks listed on the NYSE (excluding financial, transportation and
              utility stocks, American Depositary Receipts, limited partnerships
              and any stock included in the Dow Jones Industrial Average(SM));

         o    those common  stocks are then ranked from highest to lowest market
              capitalization, and the sub-adviser selects the 400 highest market
              capitalization stocks;

         o    those 400 common  stocks  are then  ranked,  in terms of  dividend
              yield, from highest to lowest, and the sub-adviser  selects the 75
              highest dividend-yielding stocks;

         o    from the  remaining  75 stocks,  the  sub-adviser  discards the 50
              highest  dividend-yielding  stocks and  selects the  remaining  25
              stocks;

         o    the sub-adviser will allocate  approximately  equal amounts of the
              Target 25 Series to the common stocks selected for the portfolio;

         o    the sub-adviser will determine the percentage relationship between
              the  number  of shares of each of the  twenty-five  common  stocks
              selected.

In addition,  companies which, based on publicly available information as of the
Stock Selection Date, are the subject of an announced business combination which
is expected to be concluded  within six months of the Stock Selection Date, will
be excluded from the Target 25 Series.


<PAGE>


JNL/FIRST TRUST TARGET SMALL-CAP SERIES

INVESTMENT  OBJECTIVE.  The investment  objective of the JNL/First  Trust Target
Small-Cap  Series  (Target  Small-Cap  Series)  is a high total  return  through
capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Target Small-Cap Series seeks to achieve
its objective by investing  approximately equal amounts in a portfolio of common
stocks  of 40  small  capitalization  (small  cap)  companies  selected  from  a
pre-screened  subset of the common stocks listed on the New York Stock  Exchange
(NYSE),  the American Stock Exchange (AMEX) or The Nasdaq Stock Market (Nasdaq).
These companies will be selected  annually,  beginning July 1, 1999, and on each
one year  anniversary  thereof  (Stock  Selection  Date),  on or about  the last
business day before each Stock Selection Date. The sub-adviser  generally uses a
buy and hold strategy,  trading only on each Stock  Selection Date and when cash
flow activity occurs in the Series.

PRINCIPAL RISKS OF INVESTING IN THE TARGET  SMALL-CAP  SERIES.  An investment in
the Target  Small-Cap  Series is not  guaranteed.  As with any mutual fund,  the
value of the Target  Small-Cap  Series'  shares  will  change and you could lose
money by  investing  in this  Series.  A variety of factors  may  influence  its
investment performance, such as:

         o    Market  risk.  Because  the  Target  Small-Cap  Series  invests in
              U.S.-traded equity securities, it is subject to stock market risk.
              Stock  prices  typically  fluctuate  more than the values of other
              types of  securities,  typically  in  response  to  changes in the
              particular company's financial condition and factors affecting the
              market in general. For example,  unfavorable or unanticipated poor
              earnings performance of the company may result in a decline in its
              stock's  price,  and a  broad-based  market  drop may also cause a
              stock's price to fall.

         o    Small  cap  investing.   Investing  in  smaller,  newer  companies
              generally  involves  greater risks than investing in larger,  more
              established  ones.  The  companies  in which the Target  Small-Cap
              Series is likely to invest have limited product lines,  markets or
              financial  resources  and may be subject to more abrupt or erratic
              market  movements  than  securities  of larger,  more  established
              companies or the market  averages in general.  In  addition,  many
              small  capitalization  companies  may be in the  early  stages  of
              development.  Accordingly,  an investment in the Target  Small-Cap
              Series may not be appropriate for all investors.

         o    Non-diversification.    The    Target    Small-Cap    Series    is
              "non-diversified"  as  such  term  is  defined  in the  Investment
              Company Act of 1940,  as amended,  which means that the Series may
              hold a smaller  number of issuers  than if it were  "diversified."
              With a smaller number of different  issuers,  the Target Small-Cap
              Series is subject to more risk than  another fund holding a larger
              number of issuers,  since  changes in the  financial  condition or
              market status of a single issuer may cause greater  fluctuation in
              the Target Small-Cap Series' total return and share price.

         o    Limited  management.  The Target  Small-Cap  Series'  strategy  of
              investing in certain companies according to criteria determined on
              a Stock Selection Date prevents the Target  Small-Cap  Series from
              responding  to market  fluctuations.  As compared to other  funds,
              this could subject the Target Small-Cap Series to more risk if one
              of the  common  stocks  selected  declines  in price or if certain
              sectors of the market,  or the United States  economy,  experience
              downturns.  The  investment  strategy  may also prevent the Target
              Small-Cap Series from taking advantage of opportunities  available
              to other funds.

In addition,  the  performance  of the Target  Small-Cap  Series  depends on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.

ADDITIONAL  INFORMATION ABOUT THE PRINCIPAL INVESTMENT  STRATEGIES OF THE TARGET
SMALL-CAP  SERIES.  The Target  Small-Cap  Series  consists of a portfolio of 40
common stocks  selected  through the following  process on or about the business
day before each Stock Selection Date:

          o    first, the sub-adviser selects all U.S.  registered  corporations
               which  trade  on the  NYSE,  AMEX or  Nasdaq  (excluding  limited
               partnerships,  American  Depositary  Receipts and mineral and oil
               royalty trusts);

          o    from those  companies,  the  sub-adviser  then selects only those
               companies  which have a market  capitalization  of  between  $150
               million  and $1  billion  and whose  stock has an  average  daily
               dollar  trading  volume  of  at  least  $500,000   (these  dollar
               limitations will be adjusted periodically for inflation);

          o    from the remaining  companies,  the sub-adviser  selects only the
               stocks with positive three-year sales growth;

          o    next, from the remaining companies,  the sub-adviser selects only
               the stocks whose most recent annual earnings are positive;

          o    the  sub-adviser  then  eliminates  any  stock  whose  price  has
               appreciated by more than 75% in the last 12 months;

          o    from the remaining  list, the  sub-adviser  selects the 40 stocks
               with  the  greatest  price  appreciation  in the  last 12  months
               (highest to lowest);

          o    the sub-adviser will allocate  approximately equal amounts of the
               Target Small-Cap Series to the selected 40 common stocks based on
               relative market capitalization;

          o    the  sub-adviser  will  determine  the  percentage   relationship
               between  the  number of  shares  of each of the 40 common  stocks
               selected.

In each of the above steps, monthly and rolling quarterly data are used in place
of annual figures where possible.

In addition,  companies which, based on publicly available information as of the
Stock Selection Date, are the subject of an announced business combination which
is expected to be concluded  within six months of the Stock Selection Date, will
be excluded from the Target Small-Cap Series.


<PAGE>


JNL/FIRST TRUST TECHNOLOGY SECTOR SERIES

INVESTMENT  OBJECTIVE.  The objective of the JNL/First Trust  Technology  Sector
Series  (Technology  Sector  Series)  is a high  total  return  through  capital
appreciation and dividend income.

PRINCIPAL INVESTMENT  STRATEGIES.  The Technology Sector Series will invest in a
portfolio of common stocks issued by technology companies.

PRINCIPAL RISKS OF INVESTING IN THE TECHNOLOGY  SECTOR SERIES.  An investment in
the  Technology  Sector Series is not  guaranteed.  As with any mutual fund, the
value of the  Technology  Sector  Series'  shares will change and you could lose
money by  investing  in this  Series.  A variety of factors  may  influence  its
investment performance, such as:

          o    Market risk.  Because the  Technology  Sector  Series  invests in
               common  stocks of U.S.  and foreign  companies,  it is subject to
               stock market risk. Stock prices typically fluctuate more than the
               values of other  types of  securities,  typically  in response to
               changes in a particular company's financial condition and factors
               affecting  the market in general.  For  example,  unfavorable  or
               unanticipated  poor earnings  performance of a company may result
               in a decline in its stock's price, and a broad-based  market drop
               may also cause a stock's price to fall.

          o    Non-diversification.    The    Technology    Sector   Series   is
               "non-diversified"  as such  term  is  defined  in the  Investment
               Company Act of 1940, as amended,  which means that the Series may
               hold a smaller  number of issuers than if it were  "diversified."
               With a smaller number of different issuers, the Technology Sector
               Series is subject to more risk than another fund holding a larger
               number of issuers,  since changes in the  financial  condition or
               market status of a single issuer may cause greater fluctuation in
               the Technology Sector Series' total return and share price.

          o    Industry concentration risk. Because the Technology Sector Series
               is  only  investing  in  common  stocks  of  technology   related
               companies,  the  Series'  performance  is  closely  tied to,  and
               affected  by,  the  technology  industry.   Companies  within  an
               industry  are  often  faced  with the same  obstacles,  issues or
               regulatory  burdens,  and their common stock may react  similarly
               and move in unison to these and  other  market  conditions.  As a
               result of these factors,  stocks in which the  Technology  Sector
               Series will invest may be more  volatile than a mixture of stocks
               of companies from a wide variety of industries.

          o    Foreign  investing  risk.  Because the  Technology  Sector Series
               invests in stocks of  foreign  companies,  it is also  subject to
               foreign  investing  risk.  Foreign  investing  involves risks not
               typically associated with U.S.  investment.  These risks include,
               among others,  adverse fluctuations in foreign currency values as
               well as  adverse  political,  social  and  economic  developments
               affecting a foreign  country.  Investments  in foreign  countries
               could be affected  by factors  not  present in the U.S.,  such as
               restrictions on receiving the investment  proceeds from a foreign
               country,   foreign  tax  laws,  and  potential   difficulties  in
               enforcing  contractual   obligations.   Transactions  in  foreign
               securities may be subject to less efficient settlement practices,
               including  extended  clearance  and  settlement  periods.  Owning
               foreign  securities  could cause the  Technology  Sector  Series'
               performance   to  fluctuate  more  than  if  it  held  only  U.S.
               securities.

          o    Currency risk. The value of the Technology  Sector Series' shares
               may change as a result of changes in exchange  rates reducing the
               value of the U.S.  dollar value of the Technology  Sector Series'
               foreign investments.  Currency exchange rates can be volatile and
               affected by a number of factors, such as the general economics of
               a country, the actions of U.S. and foreign governments or central
               banks, the imposition of currency controls, and speculation.

In addition,  the  performance  of the  Technology  Sector Series depends on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.


<PAGE>


JNL/FIRST TRUST PHARMACEUTICAL/HEALTHCARE SECTOR SERIES

INVESTMENT    OBJECTIVE.     The    objective    of    the    JNL/First    Trust
Pharmaceutical/Healthcare   Sector  Series   (Pharmaceutical/Healthcare   Sector
Series) is a high total return through capital appreciation and dividend income.

PRINCIPAL INVESTMENT  STRATEGIES.  The  Pharmaceutical/Healthcare  Sector Series
will invest in a portfolio  of common  stocks  issued by  pharmaceutical  and/or
healthcare companies.

PRINCIPAL RISKS OF INVESTING IN THE PHARMACEUTICAL/HEALTHCARE  SECTOR SERIES. An
investment in the Pharmaceutical/Healthcare  Sector Series is not guaranteed. As
with any mutual fund, the value of the Pharmaceutical/Healthcare  Sector Series'
shares  will  change and you could lose money by  investing  in this  Series.  A
variety of factors may influence its investment performance, such as:

          o    Market risk. Because the Pharmaceutical/Healthcare  Sector Series
               invests in stocks of U.S. and foreign companies, it is subject to
               stock market risk. Stock prices typically fluctuate more than the
               values of other  types of  securities,  typically  in response to
               changes in a particular company's financial condition and factors
               affecting  the market in general.  For  example,  unfavorable  or
               unanticipated  poor earnings  performance of a company may result
               in a decline in its stock's price, and a broad-based  market drop
               may also cause a stock's price to fall.

          o    Non-diversification.  The Pharmaceutical/Healthcare Sector Series
               is  "non-diversified"  as such term is defined in the  Investment
               Company Act of 1940, as amended,  which means that the Series may
               hold a smaller  number of issuers than if it were  "diversified."
               With   a   smaller    number   of    different    issuers,    the
               Pharmaceutical/Healthcare  Sector  Series is subject to more risk
               than  another  fund  holding a larger  number of  issuers,  since
               changes in the  financial  condition or market status of a single
               issuer     may    cause     greater     fluctuation     in    the
               Pharmaceutical/Healthcare  Sector  Series' total return and share
               price.

          o    Industry        concentration       risk.       Because       the
               Pharmaceutical/Healthcare  Sector  Series  is only  investing  in
               common stocks of pharmaceutical/healthcare related companies, the
               Series'  performance  is closely  tied to, and  affected  by, the
               pharmaceutical/healthcare  industry. Companies within an industry
               are often  faced with the same  obstacles,  issues or  regulatory
               burdens,  and their common stock may react  similarly and move in
               unison to these and other market conditions. As a result of these
               factors,  stocks  in which the  Pharmaceutical/Healthcare  Sector
               Series will invest may be more  volatile than a mixture of stocks
               of companies from a wide variety of industries.

          o    Foreign  investing  risk.  Because the  Pharmaceutical/Healthcare
               Sector Series invests in stocks of foreign companies,  it is also
               subject to foreign  investing risk.  Foreign  investing  involves
               risks not typically associated with U.S. investment.  These risks
               include,  among others,  adverse fluctuations in foreign currency
               values  as  well  as  adverse  political,   social  and  economic
               developments affecting a foreign country.  Investments in foreign
               countries  could be  affected by factors not present in the U.S.,
               such as restrictions on receiving the investment  proceeds from a
               foreign country,  foreign tax laws, and potential difficulties in
               enforcing  contractual   obligations.   Transactions  in  foreign
               securities may be subject to less efficient settlement practices,
               including  extended  clearance  and  settlement  periods.  Owning
               foreign  securities  could  cause  the  Pharmaceutical/Healthcare
               Sector Series' performance to fluctuate more than if it held only
               U.S. securities.

          o    Currency risk. The value of the Pharmaceutical/Healthcare  Sector
               Series'  shares may  change as a result of  changes  in  exchange
               rates  reducing  the  value  of  the  U.S.  dollar  value  of the
               Pharmaceutical/Healthcare  Sector  Series'  foreign  investments.
               Currency  exchange rates can be volatile and affected by a number
               of  factors,  such as the  general  economics  of a country,  the
               actions of U.S. and foreign  governments  or central  banks,  the
               imposition of currency controls, and speculation.

In addition,  the  performance  of the  Pharmaceutical/Healthcare  Sector Series
depends on the  sub-adviser's  ability to  effectively  implement the investment
strategies of this Series.


<PAGE>


JNL/FIRST TRUST FINANCIAL SECTOR SERIES

INVESTMENT  OBJECTIVE.  The objective of the JNL/First  Trust  Financial  Sector
Series  (Financial  Sector  Series)  is a  high  total  return  through  capital
appreciation and dividend income.

PRINCIPAL  INVESTMENT  STRATEGIES.  The  Financial  Sector  Series  invests in a
portfolio of common  stocks of companies  which may include  money center banks,
major regional banks,  financial and investment  service providers and insurance
companies.

PRINCIPAL  RISKS OF INVESTING IN THE FINANCIAL  SECTOR SERIES.  An investment in
the Financial  Sector  Series is not  guaranteed.  As with any mutual fund,  the
value of the  Financial  Sector  Series'  shares  will change and you could lose
money by  investing  in this  Series.  A variety of factors  may  influence  its
investment performance, such as:

          o    Market  risk.  Because the  Financial  Sector  Series  invests in
               stocks of U.S.  and  foreign  companies,  it is  subject to stock
               market  risk.  Stock  prices  typically  fluctuate  more than the
               values of other  types of  securities,  typically  in response to
               changes in a particular company's financial condition and factors
               affecting  the market in general.  For  example,  unfavorable  or
               unanticipated  poor earnings  performance of a company may result
               in a decline in its stock's price, and a broad-based  market drop
               may also cause a stock's price to fall.

          o    Non-diversification.    The    Financial    Sector    Series   is
               "non-diversified"  as such  term  is  defined  in the  Investment
               Company Act of 1940, as amended (1940 Act),  which means that the
               Series  may hold a  smaller  number  of  issuers  than if it were
               "diversified."  With a smaller number of different  issuers,  the
               Financial Sector Series is subject to more risk than another fund
               holding  a  larger  number  of  issuers,  since  changes  in  the
               financial condition or market status of a single issuer may cause
               greater  fluctuation in the Financial Sector Series' total return
               and share price. Notwithstanding the foregoing, and in compliance
               with the 1940 Act, the Financial Sector Series does not intend to
               invest  more  than 5% of the  value of its  total  assets  in the
               common  stock of any  issuer  that  derives  more than 15% of its
               gross revenues from securities-related activities.

          o    Industry  concentration risk. Because the Financial Sector Series
               is  only   investing  in  common  stocks  of  financial   related
               companies,  the  Series'  performance  is  closely  tied to,  and
               affected by, the financial industry. Companies within an industry
               are often  faced with the same  obstacles,  issues or  regulatory
               burdens,  and their common stock may react  similarly and move in
               unison to these and other market conditions. As a result of these
               factors,  stocks in which the Financial Sector Series will invest
               may be more volatile than a mixture of stocks of companies from a
               wide variety of industries.

          o    Foreign  investing  risk.  Because the  Financial  Sector  Series
               invests in stocks of  foreign  companies,  it is also  subject to
               foreign  investing risks.  Foreign  investing  involves risks not
               typically associated with U.S.  investment.  These risks include,
               among others,  adverse fluctuations in foreign currency values as
               well as  adverse  political,  social  and  economic  developments
               affecting a foreign  country.  Investments  in foreign  countries
               could be affected  by factors  not  present in the U.S.,  such as
               restrictions on receiving the investment  proceeds from a foreign
               country,   foreign  tax  laws,  and  potential   difficulties  in
               enforcing  contractual   obligations.   Transactions  in  foreign
               securities may be subject to less efficient settlement practices,
               including  extended  clearance  and  settlement  periods.  Owning
               foreign  securities  could  cause the  Financial  Sector  Series'
               performance   to  fluctuate  more  than  if  it  held  only  U.S.
               securities.

          o    Currency risk.  The value of the Financial  Sector Series' shares
               may change as a result of changes in exchange  rates reducing the
               value of the U.S.  dollar value of the Financial  Sector  Series'
               foreign investments.  Currency exchange rates can be volatile and
               affected by a number of factors, such as the general economics of
               a country, the actions of U.S. and foreign governments or central
               banks, the imposition of currency controls, and speculation.

In addition,  the  performance  of the Financial  Sector  Series  depends on the
sub-adviser's  ability to effectively implement the investment strategies of the
Financial Sector Series.


<PAGE>


JNL/FIRST TRUST ENERGY SECTOR SERIES

INVESTMENT OBJECTIVE.  The objective of the JNL/First Trust Energy Sector Series
(Energy Sector Series) is a high total return through capital  appreciation  and
dividend income.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Energy  Sector  Series  will invest in a
portfolio  of common  stocks of energy  industry  companies.  The Energy  Sector
Series' portfolio will include companies from across various areas of the energy
industry,  including  integrated oil, oil field services and equipment,  oil and
gas production, and natural gas.

PRINCIPAL  RISKS OF INVESTING IN THE ENERGY SECTOR SERIES.  An investment in the
Energy Sector Series is not  guaranteed.  As with any mutual fund,  the value of
the  Energy  Sector  Series'  shares  will  change  and you could  lose money by
investing  in this Series.  A variety of factors may  influence  its  investment
performance, such as:

          o    Market risk.  Because the Energy Sector Series  invests in stocks
               of U.S.  and  foreign  companies,  it is subject to stock  market
               risk.  Stock prices  typically  fluctuate more than the values of
               other types of securities,  typically in response to changes in a
               particular  company's  financial  condition and factors affecting
               the market in general. For example,  unfavorable or unanticipated
               poor earnings performance of a company may result in a decline in
               its stock's price, and a broad-based market drop may also cause a
               stock's price to fall.

          o    Non-diversification.     The    Energy     Sector    Series    is
               "non-diversified"  as such  term  is  defined  in the  Investment
               Company Act of 1940, as amended,  which means that the Series may
               hold a smaller  number of issuers than if it were  "diversified."
               With a smaller  number of different  issuers,  the Energy  Sector
               Series is subject to more risk than another fund holding a larger
               number of issuers,  since changes in the  financial  condition or
               market status of a single issuer may cause greater fluctuation in
               the Energy Sector Series' total return and share price.

          o    Industry  concentration risk. Because the Energy Sector Series is
               only investing in common stocks of energy related companies,  the
               Series'  performance  is closely  tied to, and  affected  by, the
               energy  industry.  Companies  within an industry  are often faced
               with the same obstacles,  issues or regulatory burdens, and their
               common stock may react  similarly and move in unison to these and
               other market conditions.  As a result of these factors, stocks in
               which the Energy Sector Series will invest are more volatile than
               a  mixture  of  stocks  of  companies  from  a  wide  variety  of
               industries.

          o    Foreign investing risk.  Because the Energy Sector Series invests
               in stocks of  foreign  companies,  it is also  subject to foreign
               investing risk.  Foreign  investing  involves risks not typically
               associated  with U.S.  investment.  These  risks  include,  among
               others,  adverse  fluctuations in foreign currency values as well
               as adverse political,  social and economic developments affecting
               a foreign  country.  Investments  in foreign  countries  could be
               affected by factors not present in the U.S., such as restrictions
               on receiving  the  investment  proceeds  from a foreign  country,
               foreign  tax  laws,  and  potential   difficulties  in  enforcing
               contractual  obligations.  Transactions in foreign securities may
               be  subject to less  efficient  settlement  practices,  including
               extended  clearance  and  settlement   periods.   Owning  foreign
               securities  could cause the Energy Sector Series'  performance to
               fluctuate more than if it held only U.S. securities.

          o    Currency  risk. The value of the Energy Sector Series' shares may
               change as a result of  changes in  exchange  rates  reducing  the
               value  of the U.S.  dollar  value of the  Energy  Sector  Series'
               foreign investments.  Currency exchange rates can be volatile and
               affected by a number of factors, such as the general economics of
               a country, the actions of U.S. and foreign governments or central
               banks, the imposition of currency controls, and speculation.

In  addition,  the  performance  of the  Energy  Sector  Series  depends  on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.



<PAGE>


JNL/FIRST TRUST LEADING BRANDS SECTOR SERIES

INVESTMENT OBJECTIVE. The objective of the JNL/First Trust Leading Brands Sector
Series  (Leading  Brands Sector Series) is a high total return  through  capital
appreciation and dividend income.

PRINCIPAL INVESTMENT STRATEGIES. The Leading Brands Sector Series will invest in
a  portfolio  of common  stocks of  companies  considered  to be  leaders in the
consumer goods industry.

PRINCIPAL RISKS OF INVESTING IN THE LEADING BRANDS SECTOR SERIES.  An investment
in the Leading Brands Sector Series is not guaranteed.  As with any mutual fund,
the value of the Leading  Brands Sector Series' shares will change and you could
lose money by investing in this Series.  A variety of factors may  influence its
investment performance, such as:

          o    Market risk.  Because the Leading Brands Sector Series invests in
               stocks of U.S.  and  foreign  companies,  it is  subject to stock
               market  risk.  Stock  prices  typically  fluctuate  more than the
               values of other  types of  securities,  typically  in response to
               changes in a particular company's financial condition and factors
               affecting  the market in general.  For  example,  unfavorable  or
               unanticipated  poor earnings  performance of a company may result
               in a decline in its stock's price, and a broad-based  market drop
               may also cause a stock's price to fall.

          o    Non-diversification.   The  Leading   Brands   Sector  Series  is
               "non-diversified"  as such  term  is  defined  in the  Investment
               Company Act of 1940, as amended,  which means that the Series may
               hold a smaller  number of issuers than if it were  "diversified."
               With a smaller  number of different  issuers,  the Leading Brands
               Sector Series is subject to more risk than another fund holding a
               larger  number  of  issuers,   since  changes  in  the  financial
               condition or market  status of a single  issuer may cause greater
               fluctuation in the Leading Brands Sector Series' total return and
               share price.

          o    Industry  concentration  risk.  Because the Leading Brands Sector
               Series is only  investing  in common  stocks  of  consumer  goods
               companies,  the  Series'  performance  is  closely  tied to,  and
               affected by, the consumer industry.  Companies within an industry
               are often  faced with the same  obstacles,  issues or  regulatory
               burdens,  and their common stock may react  similarly and move in
               unison to these and other market conditions. As a result of these
               factors,  stocks in which the Leading  Brands  Sector Series will
               invest may be more volatile than a mixture of stocks of companies
               from a wide variety of industries.

          o    Foreign investing risk.  Because the Leading Brands Sector Series
               invests in stocks of  foreign  companies,  it is also  subject to
               foreign  investing  risk.  Foreign  investing  involves risks not
               typically associated with U.S.  investment.  These risks include,
               among others,  adverse fluctuations in foreign currency values as
               well as  adverse  political,  social  and  economic  developments
               affecting a foreign  country.  Investments  in foreign  countries
               could be affected  by factors  not  present in the U.S.,  such as
               restrictions on receiving the investment  proceeds from a foreign
               country,   foreign  tax  laws,  and  potential   difficulties  in
               enforcing  contractual   obligations.   Transactions  in  foreign
               securities may be subject to less efficient settlement practices,
               including  extended  clearance  and  settlement  periods.  Owning
               foreign  securities could cause the Leading Brands Sector Series'
               performance   to  fluctuate  more  than  if  it  held  only  U.S.
               securities.

          o    Currency  risk.  The value of the Leading  Brands Sector  Series'
               shares  may  change  as a result of  changes  in  exchange  rates
               reducing the value of the U.S. dollar value of the Leading Brands
               Sector Series' foreign  investments.  Currency exchange rates can
               be volatile  and  affected  by a number of  factors,  such as the
               general  economics of a country,  the actions of U.S. and foreign
               governments  or  central   banks,   the  imposition  of  currency
               controls, and speculation.

In addition,  the performance of the Leading Brands Sector Series depends on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.


<PAGE>


JNL/FIRST TRUST COMMUNICATIONS SECTOR SERIES

INVESTMENT OBJECTIVE. The objective of the JNL/First Trust Communications Sector
Series  (Communications  Sector Series) is a high total return  through  capital
appreciation and dividend income.

PRINCIPAL INVESTMENT  STRATEGIES.  The Communications Sector Series invests in a
portfolio of common stocks of companies in the  communications  industry.  These
companies may include  domestic and  international  companies  involved in cable
television,  computer  networking,   communications  equipment,   communications
services and wireless communications.

PRINCIPAL RISKS OF INVESTING IN THE COMMUNICATIONS  SECTOR SERIES. An investment
in the Communications Sector Series is not guaranteed.  As with any mutual fund,
the value of the Communications  Sector Series' shares will change and you could
lose money by investing in this Series.  A variety of factors may  influence its
investment performance, such as:

          o    Market risk. Because the Communications  Sector Series invests in
               traded common stocks of U.S. and foreign companies, it is subject
               to stock market risk. Stock prices typically  fluctuate more than
               the values of other types of securities, typically in response to
               changes in a particular company's financial condition and factors
               affecting  the market in general.  For  example,  unfavorable  or
               unanticipated  poor earnings  performance of a company may result
               in a decline in its stock's price, and a broad-based  market drop
               may also cause a stock's price to fall.

          o    Non-diversification.   The   Communications   Sector   Series  is
               "non-diversified"  as such  term  is  defined  in the  Investment
               Company Act of 1940, as amended,  which means that the Series may
               hold a smaller  number of issuers than if it were  "diversified."
               With a smaller number of different  issuers,  the  Communications
               Sector Series is subject to more risk than another fund holding a
               larger  number  of  issuers,   since  changes  in  the  financial
               condition or market  status of a single  issuer may cause greater
               fluctuation in the Communications Sector Series' total return and
               share price.

          o    Industry  concentration  risk. Because the Communications  Sector
               Series  is only  investing  in  common  stocks  of  communication
               industry  companies,  the Series' performance is closely tied to,
               and affected by, the communication industry.  Companies within an
               industry  are  often  faced  with the same  obstacles,  issues or
               regulatory  burdens,  and their common stock may react  similarly
               and move in unison to these and  other  market  conditions.  As a
               result of these factors, stocks in which the Communication Sector
               Series will invest may be more  volatile than a mixture of stocks
               of companies from a wide variety of industries.

          o    Foreign investing risk. Because the Communications  Sector Series
               invest in stocks of  foreign  companies,  it is also  subject  to
               foreign  investing  risk.  Foreign  investing  involves risks not
               typically associated with U.S.  investment.  These risks include,
               among others,  adverse fluctuations in foreign currency values as
               well as  adverse  political,  social  and  economic  developments
               affecting a foreign  country.  Investments  in foreign  countries
               could be affected  by factors  not  present in the U.S.,  such as
               restrictions on receiving the investment  proceeds from a foreign
               country,   foreign  tax  laws,  and  potential   difficulties  in
               enforcing  contractual   obligations.   Transactions  in  foreign
               securities may be subject to less efficient settlement practices,
               including  extended  clearance  and  settlement  periods.  Owning
               foreign  securities could cause the Communication  Sector Series'
               performance   to  fluctuate  more  than  if  it  held  only  U.S.
               securities.

          o    Currency  risk.  The value of the  Communications  Sector Series'
               shares  may  change  as a result of  changes  in  exchange  rates
               reducing the value of the U.S. dollar value of the Communications
               Sector Series' foreign  investments.  Currency exchange rates can
               be volatile  and  affected  by a number of  factors,  such as the
               general  economics of a country,  the actions of U.S. and foreign
               governments  or  central   banks,   the  imposition  of  currency
               controls, and speculation.

In addition,  the performance of the Communications Sector Series depends on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.



<PAGE>


MORE ABOUT THE INVESTMENT OBJECTIVES AND RISKS OF ALL SERIES

INVESTMENT  OBJECTIVES.  The  investment  objectives and policies of each of the
Series are not  fundamental  and may be changed by the Board of  Managers of the
Fund, without interest holder approval.

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS AND RISKS OF THE TARGET SERIES.

The Dow Target 5 Series.  The Dow Target 5 Series invests in the common stock of
five companies included in The DJIA. The five common stocks will be chosen on or
about the  business  day  before  each  Stock  Selection  Date by the  following
criteria:

          o    the sub-adviser  will determine the dividend yield on each common
               stock in The DJIA;

          o    the sub-adviser will determine the ten companies in The DJIA that
               have the highest dividend yield;

          o    the sub-adviser will allocate  approximately equal amounts of The
               Dow  Target 5 Series to the common  stocks of the five  companies
               with the lowest price per share of such ten companies;

          o    the  sub-adviser  will  determine  the  percentage   relationship
               between  the number of shares of each of the five  common  stocks
               selected.

Between Stock  Selection  Dates,  The Dow Target 5 Series will purchase and sell
common stocks according to the percentage  relationship  among the common stocks
established at the prior Stock Selection Date.

The  stocks in The Dow Target 5 Series are not  expected  to reflect  the entire
DJIA nor track the movements of The DJIA.

The SAI  has  more  information  about  The  Dow  Target  5  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The Dow Target 10 Series.  The Dow Target 10 Series  invests in the common stock
of ten companies  included in The DJIA.  The ten common stocks will be chosen on
or about the business day before each Stock Selection Date as follows:

          o    the sub-adviser  will determine the dividend yield on each common
               stock in The DJIA on or about the  business  day before the Stock
               Selection Date;

          o    the sub-adviser will allocate  approximately equal amounts of The
               Dow Target 10 Series to the ten  companies  in The DJIA that have
               the highest dividend yield;

          o    the  sub-adviser  will  determine  the  percentage   relationship
               between  the  number of shares of each of the ten  common  stocks
               selected.

Between Stock Selection  Dates,  The Dow Target 10 Series will purchase and sell
common stocks approximately  according to the percentage  relationship among the
common stocks established on the prior Stock Selection Date.

The stocks in The Dow Target 10 Series are not  expected  to reflect  the entire
DJIA nor track the movements of The DJIA.

The SAI  has  more  information  about  The Dow  Target  10  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The S&P Target 10 Series.  Between Stock Selection  Dates, The S&P Target Series
will purchase and sell common stocks  according to the  percentage  relationship
among the common stocks established at the prior Stock Selection Date.

The stocks in The S&P Target 10 Series are not  expected  to reflect  the entire
S&P 500 Index nor track the movements of The S & P 500 Index.

The SAI  has  more  information  about  The S&P  Target  10  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The Global Target 15 Series.  The Global Target 15 Series  invests in the common
stock of fifteen companies  included in The DJIA, the FT Index and the Hang Seng
Index.  The fifteen  common  stocks will be chosen on or about the  business day
before each Stock Selection Date as follows:

          o    the sub-adviser  will determine the dividend yield on each common
               stock in The DJIA, the FT Index and the Hang Seng Index;

          o    the  sub-adviser  will determine the ten companies in each of The
               DJIA,  the FT Index and the Hang Seng Index that have the highest
               dividend yield in the respective index;

          o    out  of  those   companies,   the   sub-adviser   will   allocate
               approximately equal amounts of the Global Target 15 Series to the
               common stocks of the five companies in each index with the lowest
               price per share;

          o    the  sub-adviser  will  determine  the  percentage   relationship
               between the number of shares of each of the fifteen common stocks
               selected.

Between  Stock  Selection  Dates,  the Global Target 15 Series will purchase and
sell common stocks  according to the  percentage  relationship  among the common
stocks established at the prior Stock Selection Date.

The SAI has more  information  about the  Global  Target 15  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The Target 25 Series.  Between Stock Selection  Dates, the Target 25 Series will
purchase and sell common stocks according to the percentage  relationship  among
the common stocks established at the Stock Selection Date.

The SAI has more information about the Target 25 Series' authorized  investments
and strategies, as well as the risks and restrictions that may apply to them.

The Target Small-Cap Series. Between Stock Selection Dates, the Target Small-Cap
Series  will  purchase  and  sell  common  stocks  according  to the  percentage
relationship  among the common stocks  established at the prior Stock  Selection
Date.

The SAI has more  information  about the  Target  Small-Cap  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

Target Series  Generally.  It is generally not possible for the  sub-adviser  to
purchase  round  lots  (usually  100  shares)  of  stocks in  amounts  that will
precisely  duplicate the prescribed mix of securities.  Also, it usually will be
impossible  for the Target Series to be 100% invested in the  prescribed  mix of
securities  at any  time.  To the  extent  that the  Target  Series is not fully
invested,  the interests of the interest holders may be diluted and total return
may  not  directly  track  the  investment  results  of  the  prescribed  mix of
securities. To minimize this effect, the sub-adviser will generally try, as much
as practicable,  to maintain a minimum cash position at all times. Normally, the
only cash  items  held by the  Target  Series  will be  amounts  expected  to be
deducted as expenses and amounts too small to purchase  additional round lots of
the securities.

The  sub-adviser  will  attempt to  replicate  the  percentage  relationship  of
securities  when  selling  securities  for the  Target  Series.  The  percentage
relationship  among  the  number  of  securities  in the  Target  Series  should
therefore  remain  relatively  stable.  However,  given the fact that the market
price of such  securities  will  vary  throughout  the  year,  the  value of the
securities  of each of the  companies  as  compared  to the total  assets of the
Target Series will  fluctuate  during the year,  above and below the  proportion
established on the annual Stock  Selection Date. At the Stock Selection Date for
the  Target  Series,  new  securities  will  be  selected  and a new  percentage
relationship  will be established  among the number of securities for the Target
Series.

Certain  provisions of the Investment Company Act of 1940 limit the ability of a
Series to invest  more than 5% of the Series'  total  assets in the stock of any
company that derives more than 15% of its gross revenues from securities related
activities  (Securities  Related  Companies).   The  Fund  has  applied  to  the
Securities and Exchange  Commission  (SEC) for an exemption from this limitation
so that The Dow  Target 5, The Dow  Target  10, The S&P Target 10 and the Global
Target 15 Series may invest up to 20.5 (for The Dow Target 5 Series), 10.5% (for
The Dow Target 10 and The S&P Target 10 Series) and 6.67% (for the Global Target
15 Series) of the  respective  Series'  total assets in the stock of  Securities
Related Companies. Accordingly, until such time as the Fund receives approval of
its exemption request, or other applicable relief, the investment  strategies of
The Dow Target 5, The Dow Target 10, The S&P Target 10 and/or the Global  Target
15 Series will be subject to  modification  if the  applicable  stock  selection
methodology  for a Series  results in the  selection  of one or more  Securities
Related  Companies  for any such  Series.  In such an instance,  the  applicable
Series  will  only  invest  up to 5% of its  total  assets  in  each  applicable
Securities  Related  Company and will invest its  remaining  assets in the other
selected companies in approximately equal amounts.

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS AND RISKS OF THE SECTOR SERIES.

The Technology Sector Series.  The companies  selected for the Technology Sector
Series have been researched and evaluated using database  screening  techniques,
fundamental analysis,  and the judgment of the sub-adviser's  research analysts.
The companies in which the  Technology  Sector Series will invest will generally
have market  capitalizations  of at least $500  million  and have been  publicly
traded  for two years or more.  The  technology  industry  is among the  fastest
growing and fastest changing  industries in the world.  However, it is important
to note that companies engaged in the technology  industry are subject to fierce
competition   and  their   products   and  services  may  be  subject  to  rapid
obsolescence.

The SAI has more  information  about the Technology  Sector  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The  Pharmaceutical/Healthcare  Sector  Series.  The companies  selected for the
Pharmaceutical/Healthcare Sector Series have been researched and evaluated using
database screening  techniques,  fundamental  analysis,  and the judgment of the
sub-adviser's  research analysts.  The pharmaceutical and healthcare  industries
continue to evolve,  and as a result,  pharmaceutical  and healthcare  companies
need to keep pace with this constant change, in order to be successful. However,
it is important to note that companies  engaged in the  pharmaceutical  industry
are subject to fierce competition,  stringent government regulation and the risk
that their products and services are subject to rapid obsolescence.

The SAI has more information about the Pharmaceutical/Healthcare  Sector Series'
authorized  investments  and strategies,  as well as the risks and  restrictions
that may apply to them.

The Financial  Sector Series.  The companies  selected for the Financial  Sector
Series have been researched and evaluated using database  screening  techniques,
fundamental  analysis and the judgment of the sub-adviser's  research  analysts.
The financial services industry continues to evolve as banks and insurers expand
their  businesses  through  innovative  products and  services.  However,  it is
important to note that the financial services industry is subject to the adverse
effect of volatile interest rates,  economic  recession,  increased  competition
from new entrants in the field and potential increased regulation.

The SAI has more  information  about the  Financial  Sector  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The Energy Sector  Series.  The companies  selected for the Energy Sector Series
have  been  researched  and  evaluated  using  database  screening   techniques,
fundamental analysis and the judgment of the sub-adviser's research analysts.

The  SAI has  more  information  about  the  Energy  Sector  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The Leading Brands Sector Series.  The companies selected for the Leading Brands
Sector  Series have been  researched  and  evaluated  using  database  screening
techniques, fundamental analysis, and the judgment of the sub-adviser's research
analysts.

The SAI has more information about the Leading Brands Sector Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

The Communications  Sector Series. The companies selected for the Communications
Sector  Series have been  researched  and  evaluated  using  database  screening
techniques, fundamental analysis, and the judgment of the sub-adviser's research
analysts.

The SAI has more information about the Communications  Sector Series' authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

Sector  Series  Generally.  The Sector Series may actively  trade  securities in
seeking to achieve their objectives.  Doing so may increase  transaction  costs,
which may reduce performance.

DERIVATIVES.  The sub-adviser may, but will not necessarily,  utilize derivative
instruments,  such as options, futures contracts,  forward contracts,  warrants,
indexed securities and repurchase agreements, for hedging and risk management.

For the Series that invest in stocks of foreign  companies,  the sub-adviser may
enter into  forward  contracts  to manage  the  Series'  exposure  to changes in
foreign  currencies  associated  with the  purchase or sale of such stock.  This
strategy minimizes the effect of currency  appreciation as well as depreciation,
but does not  protect  against a decline in the  underlying  value of the hedged
security. In addition,  this strategy may reduce or eliminate the opportunity to
profit from  increases in the value of the original  currency and may  adversely
impact a Series' performance if the sub-adviser's  projection of future exchange
rates is inaccurate.

Derivative  instruments involve special risks. The value of derivatives may rise
or fall more rapidly than other  investments,  which may increase the volatility
of the Series  depending  on the nature  and  extent of the  derivatives  in the
Series'  portfolio.   Additionally,  if  the  sub-adviser  uses  derivatives  in
attempting to manage or "hedge" the overall risk of the Series'  portfolio,  the
strategy  might not be successful,  for example,  due to changes in the value of
the derivatives  that do not correlate with prices  movements in the rest of the
portfolio.

DESCRIPTION  OF INDICES.  The portfolios of certain of the Series consist of the
common  stocks of  companies  listed on various  indices.  Except as  previously
described, the publishers of the indices have not granted the Fund or the Fund's
investment  adviser a license to use their respective  index. None of the Series
are designed or intended to result in prices that parallel or correlate with the
movements in any particular index or a combination of indices and it is expected
that their  prices  will not  parallel or  correlate  with such  movements.  The
publishers  of the indices have not  participated  in any way in the creation of
the Fund or any of the Series or in the  selection  of stocks in the  Series.  A
description of certain of the indices is provided below:

The Dow Jones Industrial Average(SM). The stocks included in the DJIA are chosen
by the editors of The Wall Street Journal as  representative of the broad market
and of American  industry.  The companies are major factors in their  industries
and their stocks are widely held by individuals and institutional investors.

The Financial Times  Industrial  Ordinary Share Index. The FT Index is comprised
of  30  common  stocks  chosen  by  the  editors  of  The  Financial   Times  as
representative of the British industry and commerce. This index is an unweighted
average of the share prices of selected  companies.  These  companies are highly
capitalized and major factors in their industries. In addition, their stocks are
widely held by individuals and institutional investors.

The Hang Seng  Index.  The Hang Seng Index  presently  consists of 33 of the 358
stocks currently listed on the Stock Exchange of Hong Kong Ltd. (Hong Kong Stock
Exchange),  and it includes  companies  intended to represent  four major market
sectors: commerce and industry, finance, properties and utilities. The Hang Seng
Index is a recognized  indicator of stock market performance in Hong Kong. It is
computed  on an  arithmetic  basis,  weighted by market  capitalization,  and is
therefore strongly influenced by stocks with large market  capitalizations.  The
Hang Seng Index represents  approximately 70% of the total market capitalization
of the stocks listed on the Hong Kong Stock Exchange.

The  Nasdaq-100  Index.  The  Nasdaq-100  Index  represents the largest and most
active nonfinancial domestic and international issues listed on the Nasdaq Stock
Market(R).  The index is calculated based on a modified  capitalization weighted
methodology.  The Nasdaq Stock Market  lists nearly 5,400  companies  and trades
more shares per day than any other major U.S. market.

The Standard & Poor's 500 Index.  Widely  regarded as the standard for measuring
large-cap  U.S.  stock  market  performance,   the  S&P  500  Index  includes  a
representative  sample of leading U.S. companies in leading industries.  The S&P
500 Index consists of 500 stocks chosen for market size,  liquidity and industry
group  representation.  It is a  market-value  weighted  index with each stocks'
weight in the Index proportionate to its market value.

YEAR 2000 AND EURO ISSUES.  Apart from the particular  risks described above for
each Series,  the Fund could be adversely  affected if the computer systems used
by the Fund's investment adviser, sub-adviser or its other service providers are
unable to process and calculate  date-related  information  because they are not
programmed  to  distinguish  between  the year 2000 and the year  1900.  This is
commonly known as the "Year 2000 Problem."

The Fund relies entirely on outside service  providers for the processing of its
business.  To the extent that a service provider  utilizes  computers to process
the Fund's business,  the smooth operation of the Fund depends on the ability of
those computers to continue to function properly.

The Fund has  contacted  each of its service  providers to ascertain the service
provider's  state of readiness for the year 2000. Each of the service  providers
has indicated to the Fund that,  at this time, it is either Year 2000  compliant
or that  it has  identified  its  systems  which  are not  currently  Year  2000
compliant and that it intends to make such systems compliant before December 31,
1999.  The Fund  intends  to  continue  to monitor  the Year 2000  status of its
service providers.

Based on the information  currently available,  the Fund does not anticipate any
material impact on the delivery of services to and by the Fund.  However,  since
the Fund must rely on the information  provided to it by its service  providers,
there can be no  assurance  that the steps  taken by the  service  providers  in
preparation  for the Year 2000 will be sufficient to avoid any adverse impact on
the Fund.

Similarly,  the companies  and other issuers in which a Series  invests could be
adversely affected by year 2000 computer-related  problems,  and there can be no
assurance  that the steps taken,  if any, by these issuers will be sufficient to
avoid any adverse impact on the Series.

Also, to the extent that the Fund invests in foreign securities,  the Fund could
be adversely affected by the conversion of certain European  currencies into the
Euro. This conversion,  which is underway, is scheduled to be completed in 2002.
However,  problems  with  the  conversion  process  and  delays  could  increase
volatility  in world  capital  markets and affect  European  capital  markets in
particular.

LEGISLATION.  At any time after the date of the  Prospectus,  legislation may be
enacted  that could  negatively  affect  the  common  stock in the Series or the
issuers of such common stock.  Further,  changing  approaches to regulation  may
have a negative impact on certain companies represented in the Series. There can
be no assurance that future  legislation,  regulation or  deregulation  will not
have a material  adverse  effect on the Series or will not impair the ability of
the  issuers of the common  stock held in the Series to achieve  their  business
goals.



<PAGE>


                             MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Under  Delaware  law and the  Fund's  Certificate  of  Formation  and  Operating
Agreement,  the  management  of the  business  and  affairs  of the  Fund is the
responsibility of the Board of Managers of the Fund.

Jackson National Financial Services,  LLC (JNFS), 5901 Executive Drive, Lansing,
Michigan 48911, is the investment adviser to the Fund and provides the Fund with
professional  investment  supervision  and  management.  JNFS is a wholly  owned
subsidiary of Jackson  National Life Insurance  Company (JNL),  which is in turn
wholly owned by  Prudential  Corporation  plc, a life  insurance  company in the
United Kingdom. JNFS is a successor to Jackson National Financial Services, Inc.
which  served as an  investment  adviser to the JNL Series  Trust,  a registered
investment  company,  from its inception until July 1, 1998, when it transferred
its duties as  investment  adviser  and its  professional  staff for  investment
advisory services to JNFS.

JNFS has  selected  First  Trust  Advisors  L.P.  as  sub-adviser  to manage the
investment  and  reinvestment  of the  assets of the  Series  of the Fund.  JNFS
monitors the compliance of the  sub-adviser  with the investment  objectives and
related  policies of each Series and reviews the  performance of the sub-adviser
and reports  periodically  on such  performance  to the Board of Managers of the
Fund.

As  compensation  for its  services,  JNFS receives a fee from the Fund computed
separately  for each  Series.  The fee for each  Series  is  stated as an annual
percentage of the net assets of the Series.  The fee, which is accrued daily and
payable  monthly,  is  calculated on the basis of the average net assets of each
Series.  Once the average net assets of a Series exceed specified  amounts,  the
fee is reduced with respect to such excess.

Each Series is obligated to pay JNFSLLC the following fee:

     ASSETS                                                      FEES

     $0 to $500 million.......................................... .75%
     $500 million to $1 billion.................................. .70%
     Over $1 billion............................................. .65%

INVESTMENT SUB-ADVISER

First Trust Advisors L.P. (First Trust), an Illinois limited  partnership formed
in 1991 and an investment  adviser  registered with the SEC under the Investment
Advisers  Act of 1940,  is the  sub-adviser  for each Series of the Fund.  First
Trust's address is 1001 Warrenville Road, Lisle,  Illinois 60532. First Trust is
a limited  partnership with one limited partner,  Grace Partners of Dupage L.P.,
and one general partner, Nike Securities  Corporation.  Grace Partners of Dupage
L.P.  is a  limited  partnership  with  one  general  partner,  Nike  Securities
Corporation, and a number of limited partners. Nike Securities Corporation is an
Illinois corporation controlled by Robert Donald Van Kampen.

As of the date of this  Prospectus,  the  Series  had not  commenced  investment
operations.  However,  First Trust is also the  portfolio  supervisor of certain
unit investment trusts sponsored by Nike Securities L.P. (Nike Securities) which
are  substantially  similar  to the  certain of the Series in that they have the
same investment  objectives as those Series but have a life of approximately one
year. Nike Securities specializes in the underwriting,  trading and distribution
of unit investment  trusts and other  securities.  Nike Securities,  an Illinois
limited partnership formed in 1991, acts as sponsor for successive series of The
First Trust Combined Series, The First Trust Special Situations Trust, the First
Trust Insured  Corporate Trust,  The First Trust of Insured  Municipal Bonds and
the First Trust GNMA.

Under the terms of the  Sub-Advisory  Agreement  between  First  Trust and JNFS,
First  Trust  manages  the  investment  and  reinvestment  of the assets of each
Series,  subject  to the  oversight  and  supervision  of JNFS and the  Board of
Managers of the Fund. First Trust formulates a continuous investment program for
each Series  consistent with its investment  objectives and policies outlined in
this Prospectus.  First Trust implements such programs by purchases and sales of
securities  and regularly  reports to JNFS and the Board of Managers of the Fund
with respect to the implementation of such programs.

As compensation for its services,  First Trust receives a fee from JNFS computed
separately for each Series,  stated as an annual percentage of the net assets of
such Series.  The SAI contains a schedule of the management  fees JNFS currently
is obligated  to pay First Trust out of the  advisory fee it receives  from each
Series.

PORTFOLIO MANAGEMENT

There  is no one  individual  primarily  responsible  for  portfolio  management
decisions  for the  Series.  Investments  are  made  under  the  direction  of a
committee.

                               ADMINISTRATIVE FEE

In  addition  to the  investment  advisory  fee,  each  Series  pays  to JNFS an
Administrative  Fee. Each Series,  except the  JNL/First  Trust Global Target 15
Series,  pays JNFS an Administrative Fee of .10% of the average daily net assets
of the  Series.  The  JNL/First  Trust  Global  Target  15  Series  pays JNFS an
Administrative  Fee of .15% of the average  daily net assets of the  Series.  In
return for the fee,  JNFS  provides or  procures  all  necessary  administrative
functions  and services for the operation of the Series.  In addition,  JNFS, at
its own expense,  arranges for legal, audit, fund accounting,  custody, printing
and mailing,  and all other services necessary for the operation of each Series.
Each Series is responsible for trading expenses including brokerage commissions,
interest and taxes, and other non-operating expenses.

                          INVESTMENT IN FUND INTERESTS

Interests in the Fund are currently sold to Jackson National  Separate Account -
I, a separate account of JNL, 5901 Executive Drive, Lansing,  Michigan 48911, to
fund the benefits under certain  variable  annuity  contracts  (Contracts).  The
Separate  Account  purchases  interests  in the Series at net asset  value using
premiums  received on  Contracts  issued by JNL.  Purchases  are effected at net
asset  value next  determined  after the  purchase  order,  in proper  form,  is
received by the Fund's transfer agent. There is no sales charge.

Interests in the Fund are not  available  to the general  public  directly.  The
Series  are  managed  by a  sub-adviser  who  manages  publicly  available  unit
investment trusts having similar names and investment objectives.  While some of
the  Series  may be  similar  to,  and  may in fact be  modeled  after  publicly
available unit investment trusts, Contract purchasers should understand that the
Series  are not  otherwise  directly  related  to any  publicly  available  unit
investment  trusts.   Consequently,   the  investment  performance  of  publicly
available  unit  investment  trusts  and any  corresponding  Series  may  differ
substantially.

The net asset value per  interest of each Series is  determined  at the close of
regular  trading on the New York Stock  Exchange  (normally  4:00 p.m.,  Eastern
time) each day that the New York Stock Exchange is open. The net asset value per
interest is calculated by adding the value of all securities and other assets of
a Series,  deducting  its  liabilities,  and dividing by the number of interests
outstanding.  Generally,  the value of  exchange-listed or -traded securities is
based on their  respective  market  prices,  bonds  are  valued  based on prices
provided by an independent  pricing  service and short-term  debt securities are
valued at amortized cost, which  approximates  market value. A Series may invest
in securities  primarily listed on foreign exchanges and that trade on days when
the Series does not price its interests.  As a result, a Series' net asset value
may  change on days when  shareholders  are not able to  purchase  or redeem the
Series' interests.

All investments in the Fund are credited to the interest holder's account in the
form of full and  fractional  shares of the  designated  Series  (rounded to the
nearest 1/1000 of a share). The Fund does not issue interest certificates.

                          REDEMPTION OF FUND INTERESTS

Jackson  National  Separate  Account  - I  redeems  shares  to make  benefit  or
withdrawal payments under the terms of its Contracts.  Redemptions are processed
on any day on which the Fund is open for  business and are effected at net asset
value next determined after the redemption order, in proper form, is received.

The Fund may suspend the right of redemption  only under the  following  unusual
circumstances:

          o    when the New York Stock  Exchange is closed  (other than weekends
               and holidays) or trading is restricted;

          o    when an emergency exists, making disposal of portfolio securities
               or the valuation of net assets not reasonably practicable; or

          o    during  any  period  when  the  SEC  has  by  order  permitted  a
               suspension of redemption for the protection of shareholders.

                                   TAX STATUS

GENERAL

The Fund is a limited  liability  company with all of its  interests  owned by a
single entity,  Jackson National Separate Account - I. Accordingly,  the Fund is
taxed  as  part of the  operations  of JNL and is not  taxed  separately.  Under
current tax law, interest, dividend income and capital gains of the Fund are not
currently  taxable when left to accumulate  within a variable annuity  contract.
For a discussion of the tax status of the variable annuity policy,  please refer
to the prospectus for Jackson National Separate Account - I.

INTERNAL REVENUE SERVICE DIVERSIFICATION REQUIREMENTS

The Series  intend to comply  with the  diversification  requirements  currently
imposed by the  Internal  Revenue  Service on  separate  accounts  of  insurance
companies as a condition of maintaining  the tax deferred status of the variable
annuity  policies  issued  by  Jackson  National   Separate  Account  -  I.  The
Sub-Advisory  Agreement  requires the Series to be operated in  compliance  with
these diversification  requirements.  First Trust, as sub-adviser,  reserves the
right to depart from the investment  strategy of a Series in order to meet these
diversification requirements. See the SAI for more specific information.



<PAGE>


               HYPOTHETICAL PERFORMANCE DATA FOR TARGET STRATEGIES

As of the date of this  Prospectus,  the  Series  had not  commenced  investment
operations.  However,  certain aspects of the investment  strategies for The Dow
Target 5 Series,  The Dow Target 10 Series, the S&P Target 10 Series, the Global
Target 15 Series,  the Target 25 Series, and the Target Small-Cap Series (Target
Series)  can  be  demonstrated   using  historical  data.  The  following  table
illustrates the  hypothetical  performance of the investment  strategies used by
each Target Series and the actual  performance  of the DJIA,  the S&P 500 Index,
the FT  Index,  the  Hang  Seng  Index,  the  Ibbotson  Small  Cap  Index  and a
combination index made up of one-third of the total returns of each of the DJIA,
the Hang Sang and the FT Indices.  The table also shows how  performance  varies
from year to year.

The information for the Target  Strategies  assumes that each Strategy was fully
invested as of the beginning of each year and that each Stock Selection Date was
the first of the year. In addition,  the performance  information  does not take
into  consideration  any sales charges,  commissions,  insurance fees or charges
imposed on the sale of the variable annuity policies,  expenses or taxes. Any of
such charges will lower the returns shown.

The information provided below has been stated in U.S. dollars and therefore has
been  adjusted  to  reflect  currency  exchange  rate  fluctuations.  Also,  the
information  provided  for the  Target  25  Strategy  and the  Target  Small-Cap
Strategy  excludes  common stocks of companies  which on a Stock  Selection Date
were party to a publicly  announced  business  combination which was expected to
have been completed within six months.

The returns  shown below for the Target  Strategies do not represent the results
of  actual  trading  using  client  assets  but  were  achieved  by means of the
retroactive  application  of  strategies  that were designed with the benefit of
hindsight. These returns should not be considered indicative of the skill of the
sub-adviser.  The returns may not reflect the impact that any material market or
economic  factors  might  have had if the  Strategies  had been used  during the
periods shown to actually  manage client assets.  During a portion of the period
shown in the table below, the sub-adviser  acted as the portfolio  supervisor of
certain  unit  investment  trusts  which  employed  strategies  similar  to  the
hypothetical strategies shown below.

The returns shown below for the Target  Strategies are not a guarantee of future
performance  and should not be used to predict the expected  returns on a Target
Strategy.  In  fact,  each  hypothetical  Target  Strategy   underperformed  its
respective index in certain years.



<PAGE>




<TABLE>
<CAPTION>

                                      HYPOTHETICAL COMPARISON OF TOTAL RETURN

   Year       Target 25     Target 10     Target 5      Global        Target         S&P        S&P 500     FT Index     Hang Seng
              Strategy       Strategy     Strategy    Target 15     Small-Cap       Target       Index                     Index
                                                       Strategy      Strategy      Strategy
- -----------  ----------- --------------- ---------- ------------- ------------- ------------- ----------- ----------- --------------
<S>            <C>           <C>           <C>         <C>           <C>        <C>            <C>           <C>          <C>
1979           27.68%        13.01%        9.84%       44.70%        40.78%     43.17%         18.22%        3.59%        77.99%
1980           26.45%        27.90%       41.69%       52.51%        61.97%     54.15%         32.11%       31.77%        65.48%
1981            8.52%         7.46%        3.19%        0.03%        -9.46%    -10.59%         -4.92%       -5.30%       -12.34%
1982           30.83%        27.12%       43.37%       -2.77%        51.26%     38.21%         21.14%        0.42%       -48.01%
1983           32.09%        39.07%       36.38%       15.61%        31.04%     20.01%         22.28%       21.94%        -2.04%
1984            5.55%         6.22%       11.12%       29.88%        -1.10%     16.34%          6.22%        2.15%        42.61%
1985           41.89%        29.54%       38.34%       54.06%        50.81%     43.49%         31.77%       54.74%        50.95%
1986           25.01%        35.63%       30.89%       38.11%        23.35%     21.81%         18.31%       24.36%        51.16%
1987           14.41%         5.59%       10.69%       17.52%        14.94%     9.16%           5.33%       37.13%        -6.84%
1988           27.18%        24.75%       21.47%       24.26%        23.19%     20.35%         16.64%        9.00%        21.04%
1989           22.98%        26.97%       10.55%       15.98%        26.10%     39.62%         31.35%       20.07%        10.59%
1990           -0.82%        -7.82%      -15.74%        3.19%         1.08%     -5.64%         -3.30%       11.03%        11.71%
1991           37.67%        34.20%       62.03%       40.40%        59.55%     24.64%         30.40%        8.77%        50.68%
1992           15.14%         7.69%       22.90%       26.64%        27.81%     24.66%          7.62%       -3.13%        34.73%
1993           15.22%        27.08%       34.01%       65.65%        22.47%     42.16%          9.95%       19.22%       124.95%
1994            9.73%         4.21%        8.27%       -7.26%         2.11%     8.17%           1.34%        1.97%       -29.34%
1995           36.69%        36.85%       30.50%       13.45%        41.65%     25.26%         37.22%       16.21%        27.52%
1996           28.53%        28.35%       26.20%       21.00%        34.96%     26.61%         22.82%       18.35%        37.86%
1997           30.69%        21.68%       19.97%       -6.38%        16.66%     61.46%         33.21%       14.78%       -17.69%
1998            1.83%        10.59%       12.36%       13.50%         1.85%     53.85%         28.57%       12.32%        -2.60%
</TABLE>


   Year      DJIA       Ibbotson       Cumulative
                        Small-Cap    Index Returns
                          Index            (3)
- --------- ---------- -------------- ---------------
1979          10.60%      43.46%           30.73%
1980          21.90%      30.88%           39.72%
1981          -3.61%      13.88%           -7.08%
1982          26.85%      28.01%           -6.91%
1983          25.82%      39.67%           15.24%
1984           1.29%      -6.67%           15.35%
1985          33.28%      24.66%           46.32%
1986          27.00%       6.85%           34.18%
1987           5.66%      -9.30%           11.99%
1988          16.03%      22.87%           15.36%
1989          32.09%      10.18%           20.92%
1990          -0.73%     -21.56%            7.34%
1991          24.19%      44.63%           27.88%
1992           7.39%      23.35%           12.99%
1993          16.87%      20.98%           53.68%
1994           5.03%       3.11%           -7.45%
1995          36.67%      34.66%           26.80%
1996          28.71%      17.62%           28.31%
1997          24.82%      22.78%            7.30%
1998          18.03%      -7.38%            9.25%

(1) The  Target 25  Strategy,  the  Target  Small-Cap  Strategy,  the  Target 10
Strategy,  the Target 5 Strategy and the Global Target 15 Strategy for any given
period were selected by applying the respective  strategy as of the close of the
prior period.

(2) The total return shown does not take into  consideration  any sales charges,
commissions,  expenses or taxes.  Total return  assumes that all  dividends  are
reinvested  semi-annually  (with the exception of the FT Index and the Hang Seng
Index from 12/31/77 through 12/31/86,  during which time annual reinvestment was
assumed), and all returns are stated in terms of the United States dollar. Based
on the  year-by-year  returns  contained  in the  table,  over the 20 full years
listed above, the Target 25 Strategy  achieved an average annual total return of
21.25%, the Target Small-Cap Strategy achieved an average annual total return of
24.39%,  the Target 10  Strategy  achieved  an average  annual  total  return of
19.57%,  and the Target 5 Strategy  achieved an average  annual  total return of
21.70% and the Global Target 15 Strategy achieved an average annual total return
of 21.32%. In addition,  over this period,  each individual  strategy achieved a
greater average annual total return than that of its  corresponding  index,  the
S&P 500 Index,  Ibbotson  Small-Cap  Index,  the DJIA or a combination of the FT
Index, Hang Seng Index and DJIA, which were 17.61%,  16.00%,  17.28% and 17.94%,
respectively.  Although each Strategy seeks to achieve a better performance than
its respective index as a whole,  there can be no assurance that a Strategy will
achieve a better performance.

(3) Cumulative Index Returns  represent the average of the annual returns of the
stocks  contained in the FT Index,  Hang Seng Index and DJIA.  Cumulative  Index
Returns do not represent an actual index.


<PAGE>
                              FINANCIAL HIGHLIGHTS

The  financial  highlights  information  for  the  Fund is not  included  in the
prospectus  because the Fund had not  commenced  operations  as of the effective
date of this prospectus.


<PAGE>

                                   PROSPECTUS

                                  July 6, 1999

                            JNL(R) VARIABLE FUND LLC

You may find more  information  about the Fund in the  Fund's  SAI dated July 6,
1999,  which  contains  further  information  about  the  Fund  and the  Series,
particularly their investment practices and restrictions.  The current SAI is on
file with the Securities and Exchange  Commission (SEC) and is incorporated into
the  Prospectus  by  reference  (which  means  the  SAI is  legally  part of the
Prospectus).

You  may  obtain  a copy  of the  current  SAI or the  most  recent  Annual  and
Semi-Annual  Reports without charge,  or make other inquiries,  by calling (800)
766-4683,  or writing the JNL Variable Fund LLC Service Center, P.O. Box 378002,
Denver, Colorado 80237-8002.

You may also obtain  information  about the Fund  (including its current SAI and
most  recent  Annual  and  Semi-Annual  Reports)  from the SEC's  Internet  site
(http://www.sec.gov)  and from the SEC's Public  Reference  Room in  Washington,
D.C.  You can find out about the  operation  of the  Public  Reference  Room and
copying charges by calling (800) SEC-0330.


File No.: 811-09121


<PAGE>
                            JNL(R) VARIABLE FUND LLC



<PAGE>
                                   PROSPECTUS

                                  July 6, 1999

                            JNL(R) VARIABLE FUND LLC
                 225 West Wacker Drive o Chicago, Illinois 60606

This Prospectus  provides you with the basic  information you should know before
investing in the JNL Variable Fund LLC (Fund).

The interests of the Fund are sold to Jackson  National  Separate Account - I to
fund the  benefits of variable  annuity  contracts.  The Fund  currently  offers
interests in the following Series:

JNL/First Trust The Dow(SM) Target 10 Series


THE  SECURITIES  AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR  DISAPPROVED  THE
FUND'S  SECURITIES,  OR  DETERMINED  WHETHER  THIS  PROSPECTUS  IS  ACCURATE  OR
COMPLETE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.

The  Fund's  Statement  of  Additional  Information  (SAI)  contains  additional
information about the Fund and the Series.



<PAGE>


"Dow Jones", "Dow Jones Industrial Average(SM)", "DJIA(SM)" and "The Dow 10(SM)"
are service  marks of Dow Jones & Company,  Inc.  (Dow Jones).  Dow Jones has no
relationship to the Fund,  other than the licensing of the Dow Jones  Industrial
Average  (DJIA) and its service marks for use in  connection  with the JNL/First
Trust The Dow Target 10 Series.

DOW JONES DOES NOT:

o    Sponsor,  endorse,  sell or promote the  JNL/First  Trust The Dow Target 10
     Series.
o    Recommend  that any person invest in the JNL/First  Trust The Dow Target 10
     Series or any other securities.  o Have any responsibility or liability for
     or make any decisions about the timing,  amount or pricing of the JNL/First
     Trust The Dow Target 10 Series.
o    Have any responsibility or liability for the administration,  management or
     marketing of the JNL/First Trust The Dow Target 10 Series.
o    Consider the needs of the  JNL/First  Trust The Dow Target 10 Series or the
     owners  of the  JNL/First  Trust The Dow  Target 10 Series in  determining,
     composing or calculating the DJIA or have any obligation to do so.

- --------------------------------------------------------------------------------
DOW JONES WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE JNL/FIRST TRUST THE
DOW TARGET 10 SERIES. SPECIFICALLY,

o    DOW JONES DOES NOT MAKE ANY  WARRANTY,  EXPRESS OR  IMPLIED,  AND DOW JONES
     DISCLAIMS ANY WARRANTY ABOUT:
     o    THE RESULTS TO BE OBTAINED  BY THE  JNL/FIRST  TRUST THE DOW TARGET 10
          SERIES,  THE OWNERS OF THE JNL/FIRST TRUST THE DOW TARGET 10 SERIES OR
          ANY OTHER PERSON IN  CONNECTION  WITH THE USE OF THE DJIA AND THE DATA
          INCLUDED IN THE DJIA;
     o    THE ACCURACY OR COMPLETENESS OF THE DJIA AND ITS DATA;
     o    THE MERCHANTABILITY AND THE FITNESS FOR A PARTICULAR PURPOSE OR USE OF
          THE DJIA AND ITS DATA;
o    DOW JONES WILL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS
     IN THE DJIA OR ITS DATA;
o    UNDER NO  CIRCUMSTANCES  WILL DOW JONES BE LIABLE  FOR ANY LOST  PROFITS OR
     INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF DOW
     JONES KNOWS THAT THEY MIGHT OCCUR.

THE  LICENSING  AGREEMENT  BETWEEN  FIRST TRUST  ADVISORS  L.P. AND DOW JONES IS
SOLELY FOR THEIR  BENEFIT AND NOT FOR THE BENEFIT OF THE OWNERS OF THE JNL/FIRST
TRUST THE DOW TARGET 10 SERIES OR ANY OTHER THIRD PARTIES.
- --------------------------------------------------------------------------------
"JNL(R)", "Jackson National(R)" and "Jackson National Life(R)" are trademarks of
Jackson National Life Insurance Company.



<PAGE>


                                TABLE OF CONTENTS

About the JNL/First Trust The Dow(SM) Target 10 Series

         Investment Objective

         Principal Investment Strategies

         Principal Risks of Investing in the The Dow Target 10 Series

         Additional Information About the Principal Investment Strategies, Other
         Investments and Risks of The Dow Target 10 Series

Management of the Fund

         Investment Adviser

         Investment Sub-Adviser

         Portfolio Management

Administrative Fee

Investment in Fund Interests

Redemption of Fund Interests

Tax Status

         General

         Internal Revenue Services Diversification Requirements

Hypothetical Performance Data for Target Strategies

Financial Highlights


<PAGE>


              ABOUT THE JNL/FIRST TRUST THE DOW(SM) TARGET 10 SERIES

INVESTMENT OBJECTIVE

The  investment  objective of the JNL/First  Trust The Dow(SM)  Target 10 Series
(The Dow  Target 10  Series) is a high total  return  through a  combination  of
capital appreciation and dividend income.

PRINCIPAL INVESTMENT STRATEGIES

The  Dow  Target  10  Series  seeks  to  achieve  its   objective  by  investing
approximately equal amounts in the common stock of the ten companies included in
the Dow Jones  Industrial  Average(SM)  (DJIA)  which have the highest  dividend
yields on or about the business day before each Stock  Selection  Date.  The ten
companies  will be selected  annually,  beginning  July 1, 1999, and on each one
year anniversary thereof (Stock Selection Date). The sub-adviser  generally uses
a buy and hold strategy, trading only on each Stock Selection Date and when cash
flow activity occurs in the Series.

PRINCIPAL RISKS OF INVESTING IN THE DOW TARGET 10 SERIES

An investment in The Dow Target 10 Series is not guaranteed.  As with any mutual
fund,  the value of The Dow Target 10 Series'  shares  will change and you could
lose money by investing in this Series.  A variety of factors may  influence its
investment performance, such as:

         o    Market  risk.   Because  The  Dow  Target  10  Series  invests  in
              U.S.-traded equity securities, it is subject to stock market risk.
              Stock  prices  typically  fluctuate  more than the values of other
              types  of  securities,  typically  in  response  to  changes  in a
              particular company's financial condition and factors affecting the
              market in general. For example,  unfavorable or unanticipated poor
              earnings  performance  of a company may result in a decline in its
              stock's  price,  and a  broad-based  market  drop may also cause a
              stock's price to fall.

         o    Non-diversification. The Dow Target 10 Series is "non-diversified"
              as such term is defined in the Investment  Company Act of 1940, as
              amended,  which means that the Series may hold a smaller number of
              issuers than if it were  "diversified."  With a smaller  number of
              different  issuers,  The Dow  Target 10 Series is  subject to more
              risk than another fund holding a larger  number of issuers,  since
              changes in the  financial  condition or market  status of a single
              issuer may cause greater  fluctuation in The Dow Target 10 Series'
              total return and share price.

         o    Limited  management.   The  Dow  Target  10  Series'  strategy  of
              investing in ten companies  according to criteria  determined on a
              Stock  Selection  Date  prevents  The Dow  Target 10  Series  from
              responding  to market  fluctuations.  As compared to other  funds,
              this could subject The Dow Target 10 Series to more risk if one of
              the selected stocks declines in price or if certain sectors of the
              market, or the United States economy,  experience  downturns.  The
              investment strategy may also prevent The Dow Target 10 Series from
              taking advantage of opportunities available to other funds.

In  addition,  the  performance  of The Dow  Target  10  Series  depends  on the
sub-adviser's ability to effectively implement the investment strategies of this
Series.

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS AND RISKS OF THE DOW TARGET 10 SERIES

The Dow Target 10 Series  invests in the common stock of ten companies  included
in The DJIA.  The ten common  stocks will be chosen on or about the business day
before each Stock Selection Date as follows:

         o    the  sub-adviser  will determine the dividend yield on each common
              stock in The DJIA on or about the  business  day  before the Stock
              Selection Date;

         o    the sub-adviser will allocate  approximately  equal amounts of The
              Dow  Target 10 Series to the ten  companies  in The DJIA that have
              the highest dividend yield;

         o    the sub-adviser will determine the percentage relationship between
              the number of shares of each of the ten common stocks selected.

Between Stock Selection  Dates,  The Dow Target 10 Series will purchase and sell
common stocks approximately  according to the percentage  relationship among the
common stocks established on the prior Stock Selection Date.

The stocks in The Dow Target 10 Series are not  expected  to reflect  the entire
DJIA nor track the movements of The DJIA.

It is generally not possible for the sub-adviser to purchase round lots (usually
100 shares) of stocks in amounts that will  precisely  duplicate the  prescribed
mix of  securities.  Also, it usually will be  impossible  for The Dow Target 10
Series to be 100% invested in the  prescribed  mix of securities at any time. To
the extent that The Dow Target 10 Series is not fully invested, the interests of
the interest  holders may be diluted and total return may not directly track the
investment results of the prescribed mix of securities. To minimize this effect,
the  sub-adviser  will  generally  try,  as much as  practicable,  to maintain a
minimum cash  position at all times.  Normally,  the only cash items held by The
Dow Target 10 Series will be amounts  expected  to be  deducted as expenses  and
amounts too small to purchase additional round lots of the securities.

The  sub-adviser  will  attempt to  replicate  the  percentage  relationship  of
securities when selling  securities for The Dow Target 10 Series. The percentage
relationship  among the number of  securities in The Dow Target 10 Series should
therefore  remain  relatively  stable.  However,  given the fact that the market
price of such  securities  will  vary  throughout  the  year,  the  value of the
securities  of each of the  companies as compared to the total assets of The Dow
Target 10 Series will fluctuate  during the year, above and below the proportion
established on the annual Stock  Selection Date. At the Stock Selection Date for
The Dow Target 10 Series,  new securities  will be selected and a new percentage
relationship  will be  established  among the number of  securities  for The Dow
Target 10 Series.

The sub-adviser may, but will not necessarily,  utilize derivative  instruments,
such  as  options,  futures  contracts,  forward  contracts,  warrants,  indexed
securities  and  repurchase   agreements,   for  hedging  and  risk  management.
Derivative  instruments involve special risks. The value of derivatives may rise
or fall more rapidly than other  investments,  which may increase the volatility
of the Series  depending  on the nature  and  extent of the  derivatives  in the
Series'  portfolio.   Additionally,  if  the  sub-adviser  uses  derivatives  in
attempting to manage or "hedge" the overall risk of the Series'  portfolio,  the
strategy  might not be successful,  for example,  due to changes in the value of
the derivatives  that do not correlate with prices  movements in the rest of the
portfolio.

The  investment  objectives  and  policies  of The Dow  Target 10 Series are not
fundamental  and may be changed by the Board of  Managers  of the Fund,  without
interest holder approval.

Certain  provisions of the Investment Company Act of 1940 limit the ability of a
Series to invest  more than 5% of the Series'  total  assets in the stock of any
company that derives more than 15% of its gross revenues from securities related
activities  (Securities  Related  Companies).   The  Fund  has  applied  to  the
Securities and Exchange  Commission  (SEC) for an exemption from this limitation
so that The Dow  Target 10 Series may  invest up to 10.5% of the  Series'  total
assets in the stock of Securities  Related  Companies.  Accordingly,  until such
time as the Fund receives approval of its exemption request, or other applicable
relief,  the investment  strategy of The Dow Target 10 Series will be subject to
modification  if the stock  selection  methodology for the Series results in the
selection of one or more Securities Related Companies.  In such an instance, the
Series  will  only  invest  up to 5% of its  total  assets  in  each  applicable
Securities  Related  Company and will invest its  remaining  assets in the other
selected companies in approximately equal amounts.

The SAI  has  more  information  about  The Dow  Target  10  Series'  authorized
investments and strategies, as well as the risks and restrictions that may apply
to them.

DESCRIPTION  OF  INDEX.   The  stocks  included  in  The  Dow  Jones  Industrial
Average(SM)   are  chosen  by  the  editors  of  The  Wall  Street   Journal  as
representative of the broad market and of American  industry.  The companies are
major  factors  in  their  industries  and  their  stocks  are  widely  held  by
individuals and institutional investors.

The  portfolio  of The Dow Target 10 Series  consists  of the  common  stocks of
companies  listed on the DJIA Except as previously  described,  the publisher of
the DJIA has not granted the Fund or the Fund's investment  adviser a license to
use its index. The Dow Target 10 Series is not designed or intended to result in
prices  that  parallel or  correlate  with the  movements  in the DJIA and it is
expected that their prices will not parallel or correlate  with such  movements.
The publisher of the DJIA has not participated in any way in the creation of the
Fund of the Series or in the selection of stocks in the Series.

YEAR 2000 AND EURO ISSUES.  Apart from the particular  risks described above for
each Series,  the Fund could be adversely  affected if the computer systems used
by the Fund's investment adviser, sub-adviser or its other service providers are
unable to process and calculate  date-related  information  because they are not
programmed  to  distinguish  between  the year 2000 and the year  1900.  This is
commonly known as the "Year 2000 Problem."

The Fund relies entirely on outside service  providers for the processing of its
business.  To the extent that a service provider  utilizes  computers to process
the Fund's business,  the smooth operation of the Fund depends on the ability of
those computers to continue to function properly.

The Fund has  contacted  each of its service  providers to ascertain the service
provider's  state of readiness for the year 2000. Each of the service  providers
has indicated to the Fund that,  at this time, it is either Year 2000  compliant
or that  it has  identified  its  systems  which  are not  currently  Year  2000
compliant and that it intends to make such systems compliant before December 31,
1999.  The Fund  intends  to  continue  to monitor  the Year 2000  status of its
service providers.

Based on the information  currently available,  the Fund does not anticipate any
material impact on the delivery of services to and by the Fund.  However,  since
the Fund must rely on the information  provided to it by its service  providers,
there can be no  assurance  that the steps  taken by the  service  providers  in
preparation  for the Year 2000 will be sufficient to avoid any adverse impact on
the Fund.

Similarly,  the  companies  and other  issuers in which The Dow Target 10 Series
invests could be adversely affected by year 2000 computer-related  problems, and
there can be no assurance that the steps taken, if any, by these issuers will be
sufficient to avoid any adverse impact on the Series.

LEGISLATION.  At any time after the date of the  Prospectus,  legislation may be
enacted  that could  negatively  affect  the  common  stock in The Dow Target 10
Series or the issuers of such common  stock.  Further,  changing  approaches  to
regulation may have a negative  impact on certain  companies  represented in The
Dow  Target  10  Series.  There can be no  assurance  that  future  legislation,
regulation or deregulation will not have a material adverse effect on the Series
or will not impair the  ability of the  issuers of the common  stock held in the
Series to achieve their business goals.



<PAGE>


                             MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Under  Delaware  law and the  Fund's  Certificate  of  Formation  and  Operating
Agreement,  the  management  of the  business  and  affairs  of the  Fund is the
responsibility of the Board of Managers of the Fund.

Jackson National Financial Services,  LLC (JNFS), 5901 Executive Drive, Lansing,
Michigan 48911, is the investment adviser to the Fund and provides the Fund with
professional  investment  supervision  and  management.  JNFS is a wholly  owned
subsidiary of Jackson  National Life Insurance  Company (JNL),  which is in turn
wholly owned by  Prudential  Corporation  plc, a life  insurance  company in the
United Kingdom. JNFS is a successor to Jackson National Financial Services, Inc.
which  served as an  investment  adviser to the JNL Series  Trust,  a registered
investment  company,  from its inception until July 1, 1998, when it transferred
its duties as  investment  adviser  and its  professional  staff for  investment
advisory services to JNFS.

JNFS has  selected  First  Trust  Advisors  L.P.  as  sub-adviser  to manage the
investment  and  reinvestment  of the  assets of the  Series  of the Fund.  JNFS
monitors the compliance of the  sub-adviser  with the investment  objectives and
related  policies of The Dow Target 10 Series and reviews the performance of the
sub-adviser  and  reports  periodically  on such  performance  to the  Board  of
Managers of the Fund.

As compensation for its services,  JNFS receives a fee from the Fund. The fee is
stated as an annual  percentage of the net assets of the Series.  The fee, which
is accrued daily and payable monthly,  is calculated on the basis of the average
net  assets of The Dow  Target 10  Series.  Once the  average  net assets of the
Series exceed specified amounts, the fee is reduced with respect to such excess.

The Dow Target 10 Series is obligated to pay JNFSLLC the following fee:

     ASSETS                                                             FEES

     $0 to $500 million................................................. .75%
     $500 million to $1 billion......................................... .70%
     Over $1 billion.................................................... .65%

INVESTMENT SUB-ADVISER

First Trust Advisors L.P. (First Trust), an Illinois limited  partnership formed
in 1991 and an investment  adviser  registered with the SEC under the Investment
Advisers Act of 1940,  is the  sub-adviser  for The Dow Target 10 Series.  First
Trust's address is 1001 Warrenville Road, Lisle,  Illinois 60532. First Trust is
a limited  partnership with one limited partner,  Grace Partners of Dupage L.P.,
and one general partner, Nike Securities  Corporation.  Grace Partners of Dupage
L.P.  is a  limited  partnership  with  one  general  partner,  Nike  Securities
Corporation, and a number of limited partners. Nike Securities Corporation is an
Illinois corporation controlled by Robert Donald Van Kampen.

As of the date of this  Prospectus,  The Dow Target 10 Series had not  commenced
investment operations.  However, First Trust is also the portfolio supervisor of
certain  unit  investment   trusts  sponsored  by  Nike  Securities  L.P.  (Nike
Securities) which are substantially similar to the certain of the Series in that
they have the same  investment  objectives  as those  Series  but have a life of
approximately one year. Nike Securities specializes in the underwriting, trading
and  distribution  of  unit  investment  trusts  and  other   securities.   Nike
Securities,  an Illinois limited partnership formed in 1991, acts as sponsor for
successive  series of The First Trust Combined  Series,  The First Trust Special
Situations  Trust,  the First Trust Insured  Corporate Trust, The First Trust of
Insured Municipal Bonds and the First Trust GNMA.

Under the terms of the  Sub-Advisory  Agreement  between  First  Trust and JNFS,
First Trust manages the  investment  and  reinvestment  of the assets of The Dow
Target 10 Series, subject to the oversight and supervision of JNFS and the Board
of Managers of the Fund. First Trust formulates a continuous  investment program
for the Series  consistent with its investment  objectives and policies outlined
in this Prospectus.  First Trust implements such programs by purchases and sales
of  securities  and  regularly  reports to JNFS and the Board of Managers of the
Fund with respect to the implementation of such programs.

As compensation for its services,  First Trust receives a fee from JNFS,  stated
as an annual  percentage of the net assets of The Dow Target 10 Series.  The SAI
contains a schedule of the  management  fees JNFS  currently is obligated to pay
First Trust out of the advisory fee it receives from The Dow Target 10 Series.

PORTFOLIO MANAGEMENT

There  is no one  individual  primarily  responsible  for  portfolio  management
decisions  for the  Series.  Investments  are  made  under  the  direction  of a
committee.

                               ADMINISTRATIVE FEE

In addition to the  investment  advisory  fee,  The Dow Target 10 Series pays to
JNFS an  Administrative  Fee of .10% of the  average  daily  net  assets  of the
Series.  In  return  for the  fee,  JNFS  provides  or  procures  all  necessary
administrative  functions  and  services  for the  operation  of the Series.  In
addition, JNFS, at its own expense,  arranges for legal, audit, fund accounting,
custody,  printing  and  mailing,  and  all  other  services  necessary  for the
operation  of the  Series.  The  Series  is  responsible  for  trading  expenses
including  brokerage  commissions,  interest and taxes, and other  non-operating
expenses.

                          INVESTMENT IN FUND INTERESTS

Interests in the Fund are currently sold to Jackson National  Separate Account -
I, a separate account of JNL, 5901 Executive Drive, Lansing,  Michigan 48911, to
fund the benefits under certain  variable  annuity  contracts  (Contracts).  The
Separate  Account  purchases  interests  in the Series at net asset  value using
premiums  received on  Contracts  issued by JNL.  Purchases  are effected at net
asset  value next  determined  after the  purchase  order,  in proper  form,  is
received by the Fund's transfer agent. There is no sales charge.

Interests in the Fund are not available to the general public directly.  The Dow
Target 10 Series is managed by a sub-adviser who manages publicly available unit
investment  trusts having  similar names and  investment  objectives.  While the
Series may be similar to, and may in fact be modeled  after  publicly  available
unit investment trusts, Contract purchasers should understand that the Series is
not otherwise  directly related to any publicly available unit investment trust.
Consequently,  the investment  performance of publicly available unit investment
trusts and any corresponding Series may differ substantially.

The net asset value per  interest of The Dow Target 10 Series is  determined  at
the close of regular trading on the New York Stock Exchange (normally 4:00 p.m.,
Eastern time) each day that the New York Stock  Exchange is open.  The net asset
value per interest is calculated by adding the value of all securities and other
assets of the Series,  deducting its liabilities,  and dividing by the number of
interests  outstanding.  Generally,  the  value of  exchange-listed  or  -traded
securities is based on their respective market prices, bonds are valued based on
prices provided by an independent pricing service and short-term debt securities
are valued at amortized cost, which approximates market value.

All investments in the Fund are credited to the interest holder's account in the
form of full and  fractional  shares of the  designated  Series  (rounded to the
nearest 1/1000 of a share). The Fund does not issue interest certificates.

                          REDEMPTION OF FUND INTERESTS

Jackson  National  Separate  Account  - I  redeems  shares  to make  benefit  or
withdrawal payments under the terms of its Contracts.  Redemptions are processed
on any day on which the Fund is open for  business and are effected at net asset
value next determined after the redemption order, in proper form, is received.

The Fund may suspend the right of redemption  only under the  following  unusual
circumstances:

          o    when the New York Stock  Exchange is closed  (other than weekends
               and holidays) or trading is restricted;

          o    when an emergency exists, making disposal of portfolio securities
               or the valuation of net assets not reasonably practicable; or

          o    during  any  period  when  the  SEC  has  by  order  permitted  a
               suspension of redemption for the protection of shareholders.

                                   TAX STATUS

GENERAL

The Fund is a limited  liability  company with all of its  interests  owned by a
single entity,  Jackson National Separate Account - I. Accordingly,  the Fund is
taxed  as  part of the  operations  of JNL and is not  taxed  separately.  Under
current tax law, interest, dividend income and capital gains of the Fund are not
currently  taxable when left to accumulate  within a variable annuity  contract.
For a discussion of the tax status of the variable annuity policy,  please refer
to the prospectus for Jackson National Separate Account - I.

INTERNAL REVENUE SERVICE DIVERSIFICATION REQUIREMENTS

The Series  intend to comply  with the  diversification  requirements  currently
imposed by the  Internal  Revenue  Service on  separate  accounts  of  insurance
companies as a condition of maintaining  the tax deferred status of the variable
annuity  policies  issued  by  Jackson  National   Separate  Account  -  I.  The
Sub-Advisory  Agreement  requires the Series to be operated in  compliance  with
these diversification  requirements.  First Trust, as sub-adviser,  reserves the
right to depart  from the  investment  strategy  of The Dow  Target 10 Series in
order to meet these diversification requirements.  See the SAI for more specific
information.



<PAGE>


              HYPOTHETICAL PERFORMANCE DATA FOR THE TARGET STRATEGY

As of the date of this  Prospectus,  The Dow Target 10 Series had not  commenced
investment operations. However, certain aspects of the investment strategies for
The Dow  Target  10  Series  can be  demonstrated  using  historical  data.  The
following  table  illustrates  the  hypothetical  performance  of the investment
strategies  used by The Dow Target 10 Series and the actual  performance  of the
DJIA. The table also shows how performance varies from year to year.

The  information  for the Target  Strategy  assumes  that the Strategy was fully
invested as of the beginning of each year and that each Stock Selection Date was
the first of the year. In addition,  the performance  information  does not take
into  consideration  any sales charges,  commissions,  insurance fees or charges
imposed on the sale of the variable annuity policies,  expenses or taxes. Any of
such charges will lower the returns shown.

The returns  shown below for the Target  Strategy does not represent the results
of  actual  trading  using  client  assets  but  were  achieved  by means of the
retroactive  application  of a strategy  that was  designed  with the benefit of
hindsight. These returns should not be considered indicative of the skill of the
sub-adviser.  The returns may not reflect the impact that any material market or
economic factors might have had if the Strategy had been used during the periods
shown to actually manage client assets.  During a portion of the period shown in
the table below,  the sub-adviser  acted as the portfolio  supervisor of certain
unit investment  trusts which employed  strategies  similar to the  hypothetical
strategy shown below.

The returns  shown below for the Target  Strategy  are not a guarantee of future
performance and should not be used to predict the expected returns on the Target
Strategy.   In  fact,  the  hypothetical  Target  Strategy   underperformed  its
respective index in certain years.



<PAGE>

                     HYPOTHETICAL COMPARISON OF TOTAL RETURN

               Target 10
   Year        Strategy        DJIA
   ----        --------        ----

1979              13.01%      10.60%
1980              27.90%      21.90%
1981               7.46%      -3.61%
1982              27.12%      26.85%
1983              39.07%      25.82%
1984               6.22%       1.29%
1985              29.54%      33.28%
1986              35.63%      27.00%
1987               5.59%       5.66%
1988              24.75%      16.03%
1989              26.97%      32.09%
1990              -7.82%      -0.73%
1991              34.20%      24.19%
1992               7.69%       7.39%
1993              27.08%      16.87%
1994               4.21%       5.03%
1995              36.85%      36.67%
1996              28.35%      28.71%
1997              21.68%      24.82%
1998              10.59%      18.03%


(1) The Target 10 Strategy  for any given  period was  selected by applying  the
strategy as of the close of the prior period.

(2) The total return shown does not take into  consideration  any sales charges,
commissions,  expenses or taxes.  Total return  assumes that all  dividends  are
reinvested  semi-annually,  and all  returns  are  stated in terms of the United
States dollar.  Based on the year-by-year  returns  contained in the table, over
the 20 full years  listed  above,  the Target 10  Strategy  achieved  an average
annual total  return of 19.57%.  In  addition,  over this  period,  the Strategy
achieved a greater average annual total return than that of the DJIA,  which was
17.28%.  Although the Strategy  seeks to achieve a better  performance  than the
DJIA as a whole,  there can be no  assurance  that the  Strategy  will achieve a
better performance.



<PAGE>






                              FINANCIAL HIGHLIGHTS

The  financial  highlights  information  for  the  Fund is not  included  in the
prospectus  because the Fund had not  commenced  operations  as of the effective
date of this prospectus.


<PAGE>



                                   PROSPECTUS

                                  July 6, 1999

                            JNL(R) VARIABLE FUND LLC

You may find more  information  about the Fund in the  Fund's  SAI dated July 6,
1999,  which  contains  further  information  about  the  Fund  and the  Series,
particularly their investment practices and restrictions.  The current SAI is on
file with the Securities and Exchange  Commission (SEC) and is incorporated into
the  Prospectus  by  reference  (which  means  the  SAI is  legally  part of the
Prospectus).

You  may  obtain  a copy  of the  current  SAI or the  most  recent  Annual  and
Semi-Annual  Reports without charge,  or make other inquiries,  by calling (800)
766-4683,  or writing the JNL Variable Fund LLC Service Center, P.O. Box 378002,
Denver, Colorado 80237-8002.

You may also obtain  information  about the Fund  (including its current SAI and
most  recent  Annual  and  Semi-Annual  Reports)  from the SEC's  Internet  site
(http://www.sec.gov)  and from the SEC's Public  Reference  Room in  Washington,
D.C.  You can find out about the  operation  of the  Public  Reference  Room and
copying charges by calling (800) SEC-0330.


                                                             File No.: 811-09121

<PAGE>
29


                       STATEMENT OF ADDITIONAL INFORMATION

                                  JULY 6, 1999

                              JNL VARIABLE FUND LLC



This Statement of Additional Information (SAI) is not a prospectus.  It contains
information  in addition to and more detailed  than set forth in the  Prospectus
and should be read in  conjunction  with the JNL Variable  Fund LLC  Prospectus,
dated July 6, 1999.  Not all Series  described in this  Statement of  Additional
Information may be available for  investment.  The Prospectus may be obtained by
calling (800) 766-4683, or writing P.O. Box 378002, Denver, Colorado 80237-8002.




                                TABLE OF CONTENTS

General Information and History..................................   2
Common Types of Investments and Management Practices.............   2
Additional Risk Considerations...................................   9
Investment Restrictions Applicable to All Series.................  26
Management of the Fund...........................................  28
Performance......................................................  31
Investment Advisory and Other Services...........................  32
Purchases, Redemptions and Pricing of Interests..................  38
Additional Information...........................................  39
Tax Status.......................................................  40
Financial Statements ............................................  41




<PAGE>


                         GENERAL INFORMATION AND HISTORY

JNL Variable Fund LLC (Fund) is a non-diversified,  open-end  management company
organized as a Delaware limited  liability company on October 13, 1998. The Fund
offers interests in separate Series (collectively,  Series), which are comprised
of two groups - Target Series and Sector Series.

              COMMON TYPES OF INVESTMENTS AND MANAGEMENT PRACTICES

This section  describes some of the types of securities a Series may hold in its
portfolio  and the various  kinds of  investment  practices  that may be used in
day-to-day portfolio management. A Series may invest in the following securities
or engage in the  following  practices  to the extent that such  securities  and
practices are consistent with the Series'  investment  objective(s) and policies
described in the Prospectus and in this SAI.

BANK  OBLIGATIONS.  A Series  may  invest  in bank  obligations,  which  include
certificates  of  deposit,  bankers'  acceptances,  and  other  short-term  debt
obligations.  Certificates  of deposit are short-term  obligations of commercial
banks.  A bankers'  acceptance  is a time draft drawn on a commercial  bank by a
borrower,  usually in connection  with  international  commercial  transactions.
Certificates of deposit may have fixed or variable rates.  The Series may invest
in U.S. banks,  foreign branches of U.S. banks,  U.S. branches of foreign banks,
and foreign branches of foreign banks.

BORROWING  AND LENDING.  A Series may borrow  money from banks for  temporary or
emergency  purposes  in  amounts  up to 25%  of  its  total  assets.  To  secure
borrowings,  a Series may mortgage or pledge  securities in amounts up to 15% of
its net assets.

CASH POSITION.  A Series may hold a certain  portion of its assets in repurchase
agreements  and money  market  securities  maturing in one year or less that are
rated in one of the two highest  rating  categories  by a nationally  recognized
statistical rating organization. For temporary, defensive purposes, a Series may
invest without  limitation in such securities.  This reserve  position  provides
flexibility in meeting redemptions, expenses, and the timing of new investments,
and serves as a short-term defense during periods of unusual market volatility.

COMMERCIAL PAPER. A Series may invest in commercial paper.  Commercial paper are
short-term  promissory  notes  issued  by  corporations   primarily  to  finance
short-term credit needs. Such notes may have fixed or variable rates.

COMMON AND  PREFERRED  STOCKS.  A Series may invest in common  and/or  preferred
stocks. Stocks represent shares of ownership in a company. Generally,  preferred
stock has a specified dividend and ranks after bonds and before common stocks in
its claim on income for dividend  payments  and on assets  should the company be
liquidated. After other claims are satisfied, common stockholders participate in
company  profits on a pro rata basis;  profits may be paid out in  dividends  or
reinvested  in the company to help it grow.  Increases and decreases in earnings
are usually  reflected in a company's  stock price,  so common stocks  generally
have the greatest  appreciation  and  depreciation  potential  of all  corporate
securities.  While most preferred  stocks pay a dividend,  a Series may purchase
preferred  stock  where the issuer  has  omitted,  or is in danger of  omitting,
payment of its  dividend.  Such  investments  would be made  primarily for their
capital  appreciation  potential.  Although  common and preferred  stocks have a
history of  long-term  growth in value,  their  prices tend to  fluctuate in the
short term, particularly those of smaller companies.

CONVERTIBLE  SECURITIES.  A  Series  may  invest  in  debt  or  preferred  stock
convertible  into or exchangeable for common stock.  Traditionally,  convertible
securities  have paid  dividends or interest at rates higher than common  stocks
but lower than  non-convertible  securities.  They generally  participate in the
appreciation  or  depreciation  of the  underlying  stock  into  which  they are
convertible,  but to a lesser degree.  In recent years,  convertibles  have been
developed  which combine  higher or lower current  income with options and other
features.

FOREIGN  CURRENCY  TRANSACTIONS.  A Series  will  normally  conduct  its foreign
currency exchange  transactions either on a spot (i.e., cash), basis at the spot
rate prevailing in the foreign  currency  exchange  market,  or through entering
into forward  contracts to purchase or sell  foreign  currencies.  A Series will
generally  not enter into a forward  contract  with a term of  greater  than one
year.

There are  certain  markets  where it is not  possible  to  engage in  effective
foreign currency hedging.  This may be true, for example,  for the currencies of
various  countries  where the  foreign  exchange  markets  are not  sufficiently
developed to permit hedging activity to take place.

FOREIGN  SECURITIES.  A Series may invest in foreign  securities.  These include
non-U.S.  dollar-denominated  securities traded principally outside the U.S. and
dollar-denominated  securities  traded in the U.S. (such as American  Depositary
Receipts).  Such investments increase a Series'  diversification and may enhance
return, but they also involve some special risks such as exposure to potentially
adverse local political and economic developments;  nationalization and exchange
controls;  potentially lower liquidity and higher volatility;  possible problems
arising from accounting,  disclosure,  settlement, and regulatory practices that
differ from U.S. standards; and the chance that fluctuations in foreign exchange
rates will decrease the investment's  value (favorable  changes can increase its
value).  Foreign  government  securities  are issued or  guaranteed by a foreign
government,  province,  instrumentality,  political  subdivision or similar unit
thereof.

FUTURES AND OPTIONS.  Futures  contracts are often used to manage risk,  because
they enable the investor to buy or sell an asset in the future at an agreed upon
price.  Options give the investor the right,  but not the obligation,  to buy or
sell an asset at a predetermined  price in the future. A Series may buy and sell
futures  contracts  (and  options on such  contracts)  to manage its exposure to
changes in securities prices and foreign currencies and as an efficient means of
adjusting  overall  exposure to certain  markets.  A Series may purchase or sell
call and put options on securities,  financial indices,  and foreign currencies,
and may invest in futures contracts on foreign currencies and financial indices,
including  interest  rates or an index of U.S.  Government  securities,  foreign
government securities or equity or fixed-income securities.

Futures contracts and options may not always be successful hedges;  their prices
can be highly volatile;  using them could lower a Series' total return;  and the
potential loss from the use of futures can exceed the Series' initial investment
in such contracts.  These instruments may also be used for non-hedging  purposes
such as increasing a Series' income.

The Series' use of commodity futures and commodity options trading should not be
viewed as providing a vehicle for shareholder participation in a commodity pool.
Rather, in accordance with regulations  adopted by the Commodity Futures Trading
Commission  (CFTC),  a Series will employ such  techniques  only for (1) hedging
purposes,  or (2)  otherwise,  to the extent that  aggregate  initial margin and
required premiums do not exceed 5 percent of the Series' net assets.

HYBRID INSTRUMENTS. A Series may purchase hybrid instruments,  which combine the
elements of futures contracts or options with those of debt, preferred equity or
a depository instrument. Often these hybrid instruments are indexed to the price
of  commodity,  a particular  currency,  or a domestic or foreign debt or common
stock index. Hybrid instruments may take a variety of forms, including,  but not
limited to, debt instruments  with interest or principal  payments or redemption
terms  determined  by  reference  to the value of a  currency  or  commodity  or
securities index at a future point in time,  preferred stock with dividend rates
determined by reference to the value of a currency,  or  convertible  securities
with the conversion terms related to a particular commodity.

ILLIQUID  SECURITIES.   A  Series  may  hold  illiquid   investments.   Illiquid
investments are  investments  that cannot be sold or disposed of in the ordinary
course of business  within seven days at  approximately  the price at which they
are valued.  Illiquid investments  generally include:  repurchase agreements not
terminable  within seven days;  securities  for which market  quotations are not
readily  available;  restricted  securities  not  determined  to  be  liquid  in
accordance  with  guidelines  established  by  the  fund's  Board  of  managers;
over-the-counter  (OTC)  options  and, in certain  instances,  their  underlying
collateral; and securities involved in swap, cap, collar and floor transactions.

MONEY MARKET FUNDS.  Each Fund may invest in shares of money market funds to the
extent permitted by the Investment Company Act of 1940, as amended.

PORTFOLIO  TURNOVER.  To a limited  extent,  a Series may  engage in  short-term
transactions if such transactions further its investment objective. A Series may
sell one security and  simultaneously  purchase another of comparable quality or
simultaneously  purchase  and  sell  the  same  security  to take  advantage  of
short-term  differentials  in  bond  yields  or  otherwise  purchase  individual
securities in anticipation  of relatively  short-term  price gains.  The rate of
portfolio  turnover will not be a determining factor in the purchase and sale of
such  securities.   Increased   portfolio   turnover   necessarily   results  in
correspondingly  higher costs including brokerage  commissions,  dealer mark-ups
and other  transaction costs on the sale of securities and reinvestment in other
securities, and may result in the acceleration of taxable gains.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS.  A Series may invest in
repurchase or reverse repurchase agreements. A repurchase agreement involves the
purchase of a security by a Series and a simultaneous  agreement (generally by a
bank or dealer) to repurchase that security from the Series at a specified price
and date or upon demand.  This  technique  offers a method of earning  income on
idle cash. A repurchase agreement may be considered a loan collateralized by the
underlying security. The Series must take physical possession of the security or
receive  written  confirmation  of the purchase  and a custodial or  safekeeping
receipt from a third party or be recorded as the owner of the  security  through
the Federal Reserve Book Entry System.

The Series may invest in open repurchase  agreements which vary from the typical
agreement in the following respects:  (1) the agreement has no set maturity, but
instead  matures  upon 24 hours'  notice to the seller;  and (2) the  repurchase
price is not  determined  at the time the  agreement  is  entered  into,  but is
instead based on a variable interest rate and the duration of the agreement.  In
addition, a Series,  together with other registered  investment companies having
management  agreements with a common investment  adviser or its affiliates,  may
transfer  uninvested  cash  balances  into a single  joint  account,  the  daily
aggregate  balance  of  which  will  be  invested  in  one  or  more  repurchase
agreements.

When a Series invests in a reverse  repurchase  agreement,  it sells a portfolio
security  to another  party,  such as a bank or a  broker-dealer,  in return for
cash,  and agrees to buy the security  back at a future date and price.  Reverse
repurchase  agreements  may be used to provide cash to satisfy  unusually  heavy
redemption  requests or for other  temporary or emergency  purposes  without the
necessity  of  selling  portfolio  securities  or to earn  additional  income on
portfolio securities, such as Treasury bills and notes.

SECURITIES LENDING. Each Series may also lend common stock to broker-dealers and
financial  institutions to realize additional income. As a fundamental policy, a
Series will not lend common stock or other assets, if as a result,  more than 33
1/3%  of the  Series'  total  assets  would  be  lent to  other  parties.  Under
applicable regulatory  requirements (which are subject to change), the following
conditions apply to securities loans: (a) the loan must be continuously  secured
by liquid  assets  maintained  on a current basis in an amount at least equal to
the market  value of the  securities  loaned;  (b) each Series must  receive any
dividends  or interest  paid by the issuer on such  securities;  (c) each Series
must have the right to call the loan and  obtain  the  securities  loaned at any
time upon notice of not more than five  business  days,  including  the right to
call the loan to  permit  voting of the  securities;  and (d) each  Series  must
receive  either  interest from the  investment of collateral or a fixed fee from
the borrower.

Securities lending,  as with other extensions of credit,  involves the risk that
the borrower may default. Although securities loans will be fully collateralized
at all  times,  a  Series  may  experience  delays  in,  or be  prevented  from,
recovering  the  collateral.  During the period that the Series seeks to enforce
its rights against the borrower, the collateral and the securities loaned remain
subject to  fluctuations  in market  value.  A Series does not have the right to
vote  securities on loan,  but would  terminate the loan and regain the right to
vote if it were considered  important with respect to the  investment.  A Series
may also incur  expenses in enforcing its rights.  If a Series has sold a loaned
security,  it may not be able to settle the sale of the  security  and may incur
potential  liability to the buyer of the security on loan for its costs to cover
the purchase.

SECURITY-RELATED  ISSUERS.  The  Fund  is  seeking  exemptive  relief  from  the
Securities  and Exchange  Commission to allow certain Series to invest more than
5% of their  assets in the  securities  of any issuer that  derives more than 15
percent of its gross revenue from "securities related activities" (as defined in
rule 12d3-1  under the  Investment  Company  Act of 1940).  Until such relief is
received,  despite any investment  strategy,  the applicable  Series will not be
able to invest more than 5% of their assets in such issuers. The Series to which
this  exemptive  relief will apply are the JNL/First  Trust The Dow(SM) Target 5
Series,  the JNL/First  Trust The Dow(SM) Target 10 Series,  the JNL/First Trust
The S&P(R) Target 10 Series, and the JNL/First Trust Global Target 15 Series.

SHORT SALES. A Series may sell  securities  short. A short sale is the sale of a
security  the Series does not own. It is "against  the box" if at all times when
the short  position is open the Series owns an equal amount of the securities or
securities  convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities  sold short. To the extent that a
Series  engages in short sales that are not "against the box," it must  maintain
asset coverage in the form of assets  determined to be liquid by the sub-adviser
in  accordance  with  procedures  established  by the  Board of  Managers,  in a
segregated account, or otherwise cover its position in a permissible manner.

SHORT-TERM  CORPORATE  DEBT  SECURITIES.  A  Series  may  invest  in  short-term
corporate debt securities.  These are non-convertible  corporate debt securities
(e.g.,  bonds and debentures) which have one year or less remaining to maturity.
Corporate notes may have fixed, variable, or floating rates.

STANDARD & POOR'S DEPOSITORY  RECEIPTS.  Standard & Poor's  Depository  Receipts
(SPDRs) are American Stock  Exchange-traded  securities that represent ownership
in the SPDR Trust,  a trust which has been  established to accumulate and hold a
portfolio of equity  securities that is intended to track the price  performance
and dividend yield of the S&P 500 Index. This trust is sponsored by a subsidiary
of the American Stock Exchange.  SPDRs may be used for several reasons including
but not  limited to:  facilitating  the  handling  of cash flows or trading,  or
reducing  transaction costs. The use of SPDRs would introduce additional risk to
a Series as the price  movement of the instrument  does not perfectly  correlate
with the price action of the underlying index.

U.S. GOVERNMENT SECURITIES.  U.S. Government securities are issued or guaranteed
as to principal and interest by U.S. Government  agencies or  instrumentalities.
These include  securities  issued by the Federal National  Mortgage  Association
(Fannie Mae),  Government  National Mortgage  Association  (Ginnie Mae), Federal
Home Loan Bank,  Federal  Land Banks,  Farmers  Home  Administration,  Banks for
Cooperatives,  Federal  Intermediate Credit Banks,  Federal Financing Bank, Farm
Credit  Banks,   the  Small   Business   Association,   Student  Loan  Marketing
Association,  and the Tennessee Valley Authority. Some of these securities, such
as those issued by Ginnie Mae, are supported by the full faith and credit of the
U.S.  Treasury;  others,  such as those of  Fannie  Mae,  are  supported  by the
discretionary  authority  of  the  U.S.  Government  to  purchase  the  agency's
obligations;  and still  others,  such as those of the  Student  Loan  Marketing
Association,  are  supported  only  by the  credit  of the  instrumentality.  No
assurance can be given that the U.S.  Government will provide  financial support
to U.S. Government agencies or  instrumentalities  in the future,  other than as
set forth above, since it is not obligated to do so by law.

U.S. GOVERNMENT  OBLIGATIONS.  U.S. Government obligations include bills, notes,
bonds, and other debt securities issued by the U.S.  Treasury.  These are direct
obligations  of the U.S.  Government  and  differ  mainly in the length of their
maturities.

VARIABLE  RATE  SECURITIES.  Variable  rate  securities  provide  for a periodic
adjustment  in the  interest  rate  paid on the  obligations.  The terms of such
obligations  must provide that interest  rates are adjusted  periodically  based
upon  some  appropriate  interest  rate  adjustment  index  as  provided  in the
respective  obligations.  The adjustment intervals may be regular and range from
daily up to annually,  or may be event  based,  such as on a change in the prime
rate.

WARRANTS.  A Series may invest in warrants.  Warrants have no voting rights, pay
no dividends  and have no rights with  respect to the assets of the  corporation
issuing  them.  Warrants  basically  are options to purchase  common  stock at a
specific  price  valid  for a  specific  period of time.  They do not  represent
ownership of the  securities,  but only the right to buy them.  Warrants  differ
from call  options in that  warrants  are  issued by the issuer of the  security
which may be purchased on their exercise, whereas call options may be written or
issued by anyone. The prices of warrants do not necessarily move parallel to the
prices of the underlying securities.

WHEN-ISSUED  SECURITIES AND FORWARD COMMITMENT CONTRACTS.  A Series may purchase
securities on a when-issued  or delayed  delivery basis  (When-Issueds)  and may
purchase securities on a forward commitment basis (Forwards).  Any or all of the
Series'  investments in debt securities may be in the form of  When-Issueds  and
Forwards.  The price of such securities,  which may be expressed in yield terms,
is fixed at the time the  commitment  to  purchase  is made,  but  delivery  and
payment take place at a later date. Normally,  the settlement date occurs within
90 days of the purchase for  When-Issueds,  but may be substantially  longer for
Forwards.  During the period between purchase and settlement, no payment is made
by the Series to the issuer and no interest accrues to the Series.  The purchase
of these  securities  will result in a loss if their value declines prior to the
settlement date. This could occur, for example, if interest rates increase prior
to  settlement.  The longer the period  between  purchase  and  settlement,  the
greater the risks. At the time the Series makes the commitment to purchase these
securities, it will record the transaction and reflect the value of the security
in determining its net asset value.  The Series will maintain cash and/or liquid
assets with its custodian bank at least equal in value to  commitments  for them
during the time between the purchase and the settlement.  Therefore,  the longer
this period,  the longer the period during which alternative  investment options
are not  available  to the  Series  (to the  extent of the  securities  used for
cover).  Such  securities  either  will mature or, if  necessary,  be sold on or
before the settlement date.

WRITING COVERED  OPTIONS ON SECURITIES.  A Series may write covered call options
and  covered put options on  optionable  securities  of the types in which it is
permitted  to  invest  from  time  to  time  as the  sub-adviser  determines  is
appropriate in seeking to attain a Series'  investment  objective.  Call options
written by a Series  give the holder  the right to buy the  underlying  security
from the Series at a stated  exercise  price;  put  options  give the holder the
right to sell the underlying security to the Series at a stated price.

A Series  may only write call  options on a covered  basis or for  cross-hedging
purposes  and will  only  write  covered  put  options.  A put  option  would be
considered  "covered"  if the  Series  owns an  option  to sell  the  underlying
security subject to the option having an exercise price equal to or greater than
the exercise price of the "covered"  option at all times while the put option is
outstanding.  A call  option is covered  if the Series  owns or has the right to
acquire the  underlying  securities  subject to the call  option (or  comparable
securities  satisfying the cover  requirements  of securities  exchanges) at all
times during the option period. A call option is for  cross-hedging  purposes if
it is not covered,  but is designed to provide a hedge against another  security
which the Series owns or has the right to acquire. In the case of a call written
for  cross-hedging  purposes  or a put  option,  the Series  will  maintain in a
segregated  account  at the  Series'  custodian  bank  cash or  short-term  U.S.
government  securities  with a  value  equal  to or  greater  than  the  Series'
obligation  under the option.  A Series may also write  combinations  of covered
puts and covered calls on the same underlying security.

A Series will  receive a premium  from writing an option,  which  increases  the
Series' return in the event the option expires unexercised or is terminated at a
profit.  The  amount of the  premium  will  reflect,  among  other  things,  the
relationship  of the market  price of the  underlying  security to the  exercise
price of the option,  the term of the option,  and the  volatility of the market
price of the underlying security.  By writing a call option, a Series will limit
its  opportunity  to  profit  from  any  increase  in the  market  value  of the
underlying  security  above the exercise  price of the option.  By writing a put
option,  a Series will  assume the risk that it may be required to purchase  the
underlying  security for an exercise  price higher than its then current  market
price,  resulting in a potential  capital loss if the purchase price exceeds the
market price plus the amount of the premium received.

A Series may terminate an option which it has written prior to its expiration by
entering  into a closing  purchase  transaction  in which it purchases an option
having the same terms as the option  written.  The Series will  realize a profit
(or loss)  from such  transaction  if the cost of such  transaction  is less (or
more)  than  the  premium  received  from the  writing  of the  option.  Because
increases in the market price of a call option will generally  reflect increases
in the market price of the  underlying  security,  any loss  resulting  from the
repurchase  of a call  option  may be offset  in whole or in part by  unrealized
appreciation of the underlying security owned by the Series.

                         ADDITIONAL RISK CONSIDERATIONS

EMERGING MARKETS.  The considerations noted below under "Foreign Securities" may
be intensified in the case of investment in developing countries. Investments in
securities of issuers in emerging  markets may involve a high degree of risk and
many may be considered speculative.  These investments carry all of the risks of
investing  in  securities  of foreign  issuers  to a  heightened  degree.  These
heightened  risks  include:  (i) greater  risks of  expropriation,  confiscatory
taxation,  nationalization,  and less social,  political and economic stability;
(ii)  limitations  on daily  price  changes  and the small  current  size of the
markets for  securities  of emerging  markets  issuers and the  currently low or
nonexistent  volume of  trading,  resulting  in lack of  liquidity  and in price
volatility;  (iii)  certain  national  policies  which  may  restrict  a Series'
investment  opportunities including limitations on aggregate holdings by foreign
investors  and  restrictions  on  investing  in  issuers  or  industries  deemed
sensitive  to relevant  national  interests;  and (iv) the absence of  developed
legal structures governing private or foreign investment and private property.

FOREIGN  SECURITIES.  Investments  in  foreign  securities,  including  those of
foreign  governments,  involve  risks that are  different in some  respects from
investments in securities of U.S.  issuers,  such as the risk of fluctuations in
the value of the currencies in which they are denominated,  a heightened risk of
adverse  political  and  economic  developments  and,  with  respect  to certain
countries,  the possibility of  expropriation,  nationalization  or confiscatory
taxation or  limitations  on the  removal of funds or other  assets of a Series.
Securities  of some  foreign  issuers  in many  cases are less  liquid  and more
volatile than securities of comparable domestic issuers.  There also may be less
publicly available  information about foreign issuers than domestic issuers, and
foreign issuers  generally are not subject to the uniform  accounting,  auditing
and financial  reporting  standards,  practices and  requirements  applicable to
domestic  issuers.  Certain  markets may require  payment for securities  before
delivery.  A Series may have limited  legal  recourse  against the issuer in the
event of a default on a debt  instrument.  Delays may be encountered in settling
securities transactions in certain foreign markets and a Series will incur costs
in converting  foreign  currencies into U.S.  dollars.  Bank custody charges are
generally  higher for foreign  securities.  The Series which invest primarily in
foreign  securities  are  particularly   susceptible  to  such  risks.  American
Depositary  Receipts do not involve the same direct currency and liquidity risks
as foreign securities.

The share price of a Series that invests in foreign  securities will reflect the
movements of both the prices of the portfolio  securities  and the currencies in
which such securities are denominated.  A Series' foreign  investments may cause
changes in a Series'  share price that have a low  correlation  with movement in
the U.S.  markets.  Because  most of the  foreign  securities  in which a Series
invests will be denominated in foreign currencies, or otherwise will have values
that  depend on the  performance  of  foreign  currencies  relative  to the U.S.
dollar,  the relative  strength of the U.S. dollar may be an important factor in
the  performance  of a Series,  depending  on the extent of the Series'  foreign
investments.

A Series may employ certain  strategies in order to manage  exchange rate risks.
For example, a Series may hedge some or all of its investments denominated in or
exposed to a foreign currency against a decline in the value of that currency. A
Series may enter into contracts to sell that foreign  currency for U. S. dollars
(not exceeding the value of a Series'  assets  denominated in or exposed to that
currency) or by  participating  in options or futures  contracts with respect to
such  currency  (position  hedge).  A Series  could also hedge that  position by
selling  a second  currency,  which is  expected  to  perform  similarly  to the
currency in which portfolio investments are denominated, for U.S. dollars (proxy
hedge).  A Series may also enter into a forward contract to sell the currency in
which the  security is  denominated  for a second  currency  that is expected to
perform better relative to the U.S. dollar if the sub-adviser  believes there is
a reasonable  degree of  correlation  between  movements  in the two  currencies
(cross  hedge).  A Series  may also  enter  into a  forward  contract  to sell a
currency in which portfolio  securities are denominated in exchange for a second
currency in order to manage its  currency  exposure to  selected  countries.  In
addition, when a Series anticipates purchasing or selling securities denominated
in or  exposed  to a  particular  currency,  the Series may enter into a forward
contract to purchase or sell such currency in exchange for the dollar or another
currency (anticipatory hedge).

These  strategies  minimize  the  effect  of  currency  appreciation  as well as
depreciation,  but do not protect  against a decline in the underlying  value of
the hedged  security.  In addition,  such strategies may reduce or eliminate the
opportunity to profit from  increases in the value of the original  currency and
may adversely impact a Series'  performance if the  sub-adviser's  projection of
future exchange rates is inaccurate.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS.  The use of futures, options,
forward  contracts,  and  swaps  (derivative  instruments)  exposes  a Series to
additional  investment risks and transaction  costs. If the sub-adviser seeks to
protect a Series against potential adverse movements in the securities,  foreign
currency or interest rate markets using these  instruments,  and such markets do
not move in a direction  adverse to the Series,  that Series  could be left in a
less  favorable  position  than if such  strategies  had not  been  used.  Risks
inherent in the use of futures,  options,  forward  contracts and swaps include:
(1) the risk that interest rates,  securities  prices and currency  markets will
not move in the directions  anticipated;  (2) imperfect  correlation between the
price of derivative  instruments  and movements in the prices of the securities,
interest  rates or currencies  being hedged;  (3) the fact that skills needed to
use these  strategies  are  different  from  those  needed  to select  portfolio
securities;  (4) the  possible  absence  of a liquid  secondary  market  for any
particular  instrument  at any time;  and (5) the possible need to defer closing
out certain hedged positions to avoid adverse tax consequences.

HYBRID  INSTRUMENTS.  The risks of  investing  in hybrid  instruments  reflect a
combination  of the risks of  investing  in  securities,  options,  futures  and
currencies, including volatility and lack of liquidity. Reference is made to the
discussion of "Futures,  Options, and Other Derivative Instruments" herein for a
discussion of these risks.  Further, the prices of the hybrid instrument and the
related  commodity or currency may not move in the same direction or at the same
time. Hybrid  instruments may bear interest or pay preferred  dividends at below
market (or even relatively nominal) rates. Alternatively, hybrid instruments may
bear  interest at above  market  rates but bear an  increased  risk of principal
loss.  In addition,  because the purchase and sale of hybrid  instruments  could
take place in an over-the-counter or in a private transaction between the Series
and  the  seller  of  the  hybrid  instrument,   the   creditworthiness  of  the
counter-party  to the transaction  would be a risk factor which the Series would
have to consider.  Hybrid  instruments  also may not be subject to regulation of
the Commodity Futures Trading Commission,  which generally regulates the trading
of commodity  futures by U.S. persons,  the Securities and Exchange  Commission,
which regulates the offer and sale of securities by and to U.S. persons,  or any
other governmental regulatory authority.

INSURANCE  LAW  RESTRICTIONS.  In connection  with the Fund's  agreement to sell
interests  in the  Fund to  Jackson  National  Separate  Account  - I  (Separate
Account),  Jackson National Financial Services,  LLC (JNFS) and Jackson National
Life Insurance  Company (JNL) may enter into agreements with the Fund,  required
by certain state  insurance  departments,  under which JNFS may agree to use its
best efforts to assure and to permit JNL to monitor that each Series of the Fund
complies with the investment  restrictions  and limitations  prescribed by state
insurance laws and regulations  applicable to the investment of separate account
assets  in  shares  of mutual  funds.  If a Series  failed  to comply  with such
restrictions  or limitations,  JNL would take  appropriate  action,  which might
include  ceasing to make  investments  in the Fund and/or Series or  withdrawing
from the state imposing the limitation.  Such  restrictions  and limitations are
not expected to have a significant impact on the Fund's operations.

INVESTMENT  STRATEGY RISKS.  The common stock selected for certain Target Series
generally share  attributes that have caused them to have lower prices or higher
yields  relative to other  stocks in their  respective  index or  exchange.  The
common stock may, for example, be experiencing  financial difficulty,  or be out
of favor in the market because of weak performance,  poor earnings  forecasts or
negative publicity;  or they may be reacting to general market cycles. There can
be no assurance  that the market  factors that caused the  relatively low prices
and high  dividend  yields of the common  stock will  change,  that any negative
conditions  adversely affecting the stock prices will not deteriorate,  that the
dividend  rates on the common stock will be maintained or that share prices will
not decline  further  during the life of the Target  Series,  or that the common
stock will  continue  to be  included in the  respective  indices or  exchanges.
Investing  in stocks with the highest  dividend  yields  amounts to a contrarian
strategy  because  these  shares are often out of favor.  Such  strategy  may be
effective  in  achieving  the  respective   strategy-based   Series'  investment
objective  because regular  dividends are common for  established  companies and
dividends have often accounted for a substantial  portion of the total return on
stocks of the index as a group.  However,  there is no  guarantee  that either a
Target  Series  objective  will be achieved or that a Target Series will provide
for capital  appreciation in excess of such Target Series' expenses.  Because of
the  contrarian  nature of such Target  Series and the  attributes of the common
stock which caused  inclusion in the  portfolio,  such Target  Series may not be
appropriate for investors seeking either preservation of capital or high current
income.  In  addition,  the  strategies  for  all  of  the  Target  Series  have
underperformed their respective index or indices in certain years.

LITIGATION.  Certain  of the  issuers of common  stock in certain  Series may be
involved in the manufacture,  distribution and sale of tobacco products. Pending
litigation  proceedings  against  such  issuers in the United  States and abroad
cover  a  wide  range  of  matters  including  product  liability  and  consumer
protection.  Damages claimed in such litigation  alleging  personal injury (both
individual  and class  actions),  and in health cost  recovery  cases brought by
governments,  labor unions and similar entities seeking reimbursement for health
case expenditures, aggregate many billions of dollars.

In November 1998,  certain  companies in the U.S.  tobacco  industry,  including
Philip Morris,  entered into a negotiated  settlement  with several states which
would result in the resolution of significant  litigation and regulatory  issues
affecting  the  tobacco  industry  generally.  The  proposed  settlement,  while
extremely  costly  to  the  tobacco   industry,   would   significantly   reduce
uncertainties facing the industry and increase stability in business and capital
markets.  Future litigation and/or legislation could adversely affect the value,
operating revenues and financial position of tobacco companies.

To the best of the Fund's knowledge, other than tobacco litigation,  there is no
litigation  pending as of the date of this  Statement of Additional  Information
with  respect to any common stock which might  reasonably  be expected to have a
material  adverse  effect  on a  Series.  At any  time  after  the  date of this
Statement of Additional  Information,  litigation may be instituted on a variety
of grounds  with respect to the common  stock held in a Series'  portfolio.  The
Fund is unable to predict whether any such litigation will be instituted,  or if
instituted,  whether such litigation might have a material adverse effect on the
Fund or any Series.

SPECIFIC COUNTRY  ECONOMIC RISK. The information  provided below details certain
important factors which impact the economies of both the United Kingdom and Hong
Kong and may impact the Global Target 15 series,  as well as other Series of the
Fund which invest in foreign  securities.  This  information  has been extracted
from various governmental and private publications, but no representation can be
made  as to its  accuracy;  furthermore,  no  representation  is made  that  any
correlation exists between the economies of the United Kingdom and Hong Kong and
the value of the common stock held by the Global Target 15 Series.

         United Kingdom.  The emphasis of the United Kingdom's economy is in the
private  services  sector,  which  includes  the  wholesale  and retail  sector,
banking,  finance,  insurance  and  tourism.  Services as a whole  account for a
majority of the United  Kingdom's gross national  product and make a significant
contribution to the country's  balance of payments.  The portfolio of the Global
Target 15 Series may contain common stocks of British  companies engaged in such
industries as banking,  chemicals,  building and  construction,  transportation,
telecommunications  and  insurance.  Many of these  industries may be subject to
government  regulation,  which  may  have a  materially  adverse  effect  on the
performance of their stock. In the first quarter of 1998, gross domestic product
(GDP) of the  United  Kingdom  grew to a level  3.0%  higher  than in the  first
quarter of 1997,  however,  the overall  rate of GDP growth has slowed since the
third  quarter of 1997.  The slow down largely  reflects a  deteriorating  trade
position and higher indirect taxes. The average  quarterly rate of GDP growth in
the United Kingdom (as well as in Europe generally) has been decelerating  since
1994.  The United  Kingdom is a member of the  European  Union  (EU),  which was
created  through  the  formation  of the  Maastricht  Treaty on  European  Union
(Treaty) in late 1993.  It is  expected  that the Treaty will have the effect of
eliminating most remaining trade barriers between the 15 member nations and make
Europe one of the largest  common markets in the world.  However,  the effective
implementation of the Treaty provisions and the rate at which trade barriers are
eliminated is uncertain at this time.  Furthermore,  the recent rapid  political
and  social  change  throughout  Europe  make the  extent  and  nature of future
economic  development  in the United  Kingdom  and Europe and the impact of such
development  upon the value of the common  stock in the Global  Target 15 Series
impossible to predict.  A majority of the EU members  converted  their  existing
sovereign  currencies to a common currency (euro) on January 1, 1999. The United
Kingdom did not  participate in this conversion on January 1, 1999 and it is not
possible  to  predict if or when the United  Kingdom  will  convert to the euro.
Moreover,  it is not  possible to  accurately  predict the effect of the current
political and economic  situation upon long-term  inflation and balance of trade
cycles and how these changes, as well as the implementation of a common currency
throughout a majority of EU countries,  would affect the currency  exchange rate
between the U.S.  dollar and the British  pound  sterling.  In addition,  United
Kingdom  companies  with  significant  markets or operations  in other  European
countries  (whether or not such  countries  are  participating)  face  strategic
challenges as these entities adapt to a single trans-national currency. The euro
conversion  may have a material  impact on  revenues,  expenses  or income  from
operations;  increase competition due to the increased price transparency of the
EU market; affect issuers' currency exchange rate risk and derivatives exposure;
disrupt  current  contracts;  cause issuers to increase  spending on information
technology updates required for the conversion;  and result in potential adverse
tax  consequences.  It is not possible to predict what impact,  if any, the euro
conversion  will  have on any of the  common  stock  issued  by  United  Kingdom
companies in the Global Target 15 Series.

         Hong Kong.  Hong Kong,  established  as a British colony in the 1840's,
reverted to Chinese sovereignty  effective July 1, 1997. On such date, Hong Kong
became  a  Special  Administrative  Region  (SAR)  of  China.  Hong  Kong's  new
constitution is the Basic Law  (promulgated by China in 1990).  Prior to July 1,
1997, the Hong Kong government followed a laissez-faire  policy toward industry.
There were no major import, export or foreign exchange restrictions.  Regulation
of business was generally minimal with certain  exceptions,  including regulated
entry into certain  sectors of the economy and a fixed  exchange  rate regime by
which the Hong Kong dollar has been pegged to the U.S. dollar. Over the past two
decades  through  1996,  the GDP has  tripled in real  terms,  equivalent  to an
average annual growth rate of 6%. However,  Hong Kong's recent economic data has
not been encouraging.  The full impact of the Asian financial crisis, as well as
current  international  economic  instability,  is likely to  continue to have a
negative impact on the Hong Kong economy in the near future.

Although China has committed by treaty to preserve for 50 years the economic and
social freedoms enjoyed in Hong Kong prior to the reversion, the continuation of
the economic  system in Hong Kong after the  reversion  will be dependent on the
Chinese  government,  and there can be no assurances that the commitment made by
China  regarding  Hong  Kong  will  be  maintained.   Prior  to  the  reversion,
legislation  was  enacted  in Hong Kong  designed  to extend  democratic  voting
procedures for Hong Kong's  legislature.  China has expressed  disagreement with
this  legislation,  which  it  states  is in  contravention  of  the  principles
evidenced in the Basic Law of the Hong Kong SAR. The National  Peoples' Congress
of China has passed a resolution to the effect that the Legislative  Council and
certain  other  councils  and  boards  of the Hong  Kong  Government  were to be
terminated on June 30, 1997. Such bodies have subsequently been reconstituted in
accordance  with  China's  interpretation  of the Basic  Law.  Any  increase  in
uncertainty  as to the future  economic and political  status of Hong Kong could
have a materially  adverse  effect on the value of the Global  Target 15 Series.
The Fund is unable to predict the level of market  liquidity or volatility which
may  occur  as a result  of the  reversion  to  sovereignty,  both of which  may
negatively impact such Series.

China currently enjoys a most favored nation status (MFN Status) with the United
States.  MFN Status is subject to annual  review by the  President of the United
States and approval by Congress. As a result of Hong Kong's reversion to Chinese
control,  U.S.  lawmakers have suggested that they may review China's MFN status
on a more  frequent  basis.  Revocation  of the MFN  status  would have a severe
effect on  China's  trade and thus  could have a  materially  adverse  effect on
China's MFN status on a more frequent basis.  Revocation of the MFN Status would
have a  severe  effect  on the  value  of  the  Global  Target  15  Series.  The
performance  of  certain  companies  listed on the Hong Kong Stock  Exchange  is
linked to the  economic  climate of China.  The renewal of China's MFN Status in
May of 1996 has  helped  reduce  the  uncertainty  for Hong  Kong in  conducting
Sino-U.S.  trade,  and the  signing of the  agreement  on  copyright  protection
between the U.S.  and Chinese  governments  in June of 1996  averted a trade war
that would have affected Hong Kong's  re-export  trade.  In 1997,  China and the
U.S.  reached a four year  bilateral  agreement  on textiles,  again  avoiding a
Sino-U.S.  trade war. More  recently,  the currency  crisis which has affected a
majority of Asian markets since mid-1997 has forced Hong Kong leaders to address
whether  to  devaluate  the Hong  Kong  dollar or  maintain  its peg to the U.S.
dollar.  During the volatile  markets of 1998, the Hong Kong Monetary  Authority
(HKMA) acquired the common stock of certain Hong Kong issuers listed on the Hong
Kong Stock  Exchange in an effort to  stabilize  the Hong Kong dollar and thwart
currency speculations.  Government  intervention may hurt Hong Kong's reputation
as a free market and increases  concerns that authorities are not willing to let
Hong Kong's currency system function autonomously. This may undermine confidence
in the Hong Kong  dollar's  peg to the U.S.  dollar.  Any  downturn  in economic
growth or increase in the rate of  inflation  in China or Hong Kong could have a
materially adverse effect on the value of the Global Target 15 Series.

Securities  prices on the Hong Kong Stock Exchange,  and  specifically  the Hang
Seng Index,  can be highly  volatile and are sensitive to  developments  in Hong
Kong and China, as well as other world markets. For example, the Hang Seng Index
declined by approximately  31% in October,  1997 as a result of speculation that
the Hong Kong dollar would become the next victim of the Asian currency  crisis,
and in 1989,  the Hang Seng Index  dropped 1,216 points  (approximately  58%) in
early  June  following  the  events at  Tiananmen  Square.  The Hang Seng  Index
gradually  climbed  subsequent to the events at Tiananmen Square but fell by 181
points on October 13, 1989 (approximately  6.5%) following a substantial fall in
the U.S. stock markets.  During 1994, the Hang Seng Index lost approximately 31%
of its value.  From January  through  August of 1998,  during a period marked by
international  economic  instability  and a global  crisis,  the Hang Seng Index
declined by nearly 27%. The Hang Seng Index is subject to change,  and delisting
of any issues may have an adverse impact on the performance of the Global Target
15 Series,  although  delisting would not necessarily  result in the disposal of
the stock of these  companies,  nor would it prevent such Series from purchasing
additional  common  stock.  In recent years,  a number of companies,  comprising
approximately  10% of the  total  capitalization  of the Hang Seng  Index,  have
delisted.  In  addition,  as a  result  of  Hong  Kong's  reversion  to  Chinese
sovereignty, an increased number of Chinese companies could become listed on the
Hong Kong Stock Exchange,  thereby  changing the composition of the stock market
and, potentially, the composition of the Hang Seng Index.

         Exchange   Rate  Risk.   The  Global  Target  15  Series  is  comprised
substantially of common stock that are principally  traded in foreign currencies
and as such, involve  investment risks that are substantially  different from an
investment in a fund which invests in securities that are principally  traded in
United States dollars.  The United States dollar value of the Series' portfolios
and of the distributions  from the portfolios will vary with fluctuations in the
United States dollar foreign  exchange rates for the relevant  currencies.  Most
foreign  currencies  have  fluctuated  widely in value against the United States
dollar for many reasons, including supply and demand of the respective currency,
the rate of inflation in the respective economies compared to the United States,
the impact of interest rate  differentials  between different  currencies on the
movement of foreign  currency rates, the balance of imports and exports of goods
and  services,  the  soundness  of the world  economy  and the  strength  of the
respective  economy as compared to the  economies of the United States and other
countries.  Exchange  rate  fluctuations  are  partly  dependent  on a number of
economic factors including economic  conditions within countries,  the impact of
actual and proposed  government  policies on the value of  currencies,  interest
rate differentials between the currencies and the balance of imports and exports
of goods and  services  and  transfers of income and capital from one country to
another.  These  economic  factors  are  influenced  primarily  by a  particular
country's  monetary  and  fiscal  policies  (although  the  perceived  political
situation  in a particular  country may have an influence as  well--particularly
with  respect to  transfers  of  capital).  Investor  psychology  may also be an
important  determinant  of  currency  fluctuations  in the short run.  Moreover,
institutional  investors  trying to anticipate the future  relative  strength or
weakness  of  a  particular   currency  may  sometimes   exercise   considerable
speculative  influence on currency exchange rates by purchasing or selling large
amounts of the same currency or  currencies.  However,  over the long term,  the
currency of a country  with a low rate of inflation  and a favorable  balance of
trade should increase in value relative to the currency of a country with a high
rate of inflation and deficits in the balance of trade.

The  following  table  sets  forth,  for the  periods  indicated,  the  range of
fluctuation  concerning the equivalent  U.S. dollar rates of exchange and end of
month  equivalent  U.S.  dollar rates of exchange for the United  Kingdom  pound
sterling and the Hong Kong dollar:

Foreign Exchange Rates: Range of Fluctuations in Foreign Currencies
<TABLE>
<CAPTION>
- ---------------------------------------- ------------------------------------- -------------------------------------

ANNUAL PERIOD                            UNITED KINGDOM POUND STERLING/U.S.    HONG KONG/U.S. DOLLAR
                                         DOLLAR
- ---------------------------------------- ------------------------------------- -------------------------------------

<S>                                      <C>                                   <C>
1983                                     0.616 - 0.707                         6.480 - 8.700
- ---------------------------------------- ------------------------------------- -------------------------------------

1984                                     0.671 - 0.864                         7.774 - 8.050
- ---------------------------------------- ------------------------------------- -------------------------------------

1985                                     0.672 - 0.951                         7.729 - 7.990
- ---------------------------------------- ------------------------------------- -------------------------------------

1986                                     0.643 - 0.726                         7.768 - 7.819
- ---------------------------------------- ------------------------------------- -------------------------------------

1987                                     0.530 - 0.680                         7.751 - 7.822
- ---------------------------------------- ------------------------------------- -------------------------------------

1988                                     0.525 - 0.601                         7.764 - 7.912
- ---------------------------------------- ------------------------------------- -------------------------------------

1989                                     0.548 - 0.661                         7.775 - 7.817
- ---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
<TABLE>
<CAPTION>

- ---------------------------------------- ------------------------------------- -------------------------------------

ANNUAL PERIOD                            UNITED KINGDOM POUND STERLING/U.S.    HONG KONG/U.S. DOLLAR
                                         DOLLAR
- ---------------------------------------- ------------------------------------- -------------------------------------

<S>                                      <C>                                   <C>
1990                                     0.504 - 0.627                         7.740 - 7.817
- ---------------------------------------- ------------------------------------- -------------------------------------

1991                                     0.499 - 0.624                         7.716 - 7.803
- ---------------------------------------- ------------------------------------- -------------------------------------

1992                                     0.498 - 0.667                         7.697 - 7.781
- ---------------------------------------- ------------------------------------- -------------------------------------

1993                                     0.630 - 0.705                         7.722 - 7.766
- ---------------------------------------- ------------------------------------- -------------------------------------

1994                                     0.610 - 0.684                         7.723 - 7.750
- ---------------------------------------- ------------------------------------- -------------------------------------

1995                                     0.610 - 0.653                         7.726 - 7.763
- ---------------------------------------- ------------------------------------- -------------------------------------

1996                                     0.583 - 0.670                         7.732 - 7.742
- ---------------------------------------- ------------------------------------- -------------------------------------

1997                                     0.584 - 0.633                         7.708 - 7.751
- ---------------------------------------- ------------------------------------- -------------------------------------

1998                                     0.584 - 0.620                         7.735 - 7.749
- ---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>

Source: Bloomberg L.P.

The sub-adviser will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, since these
markets are volatile and are constantly  changing,  depending on the activity at
any particular time of the large international commercial banks, various central
banks,  large  multi-national  corporations,  speculators  and other  buyers and
sellers of foreign  currencies,  and since actual foreign currency  transactions
may not be instantly  reported,  the exchange rates estimated by the sub-adviser
may not be indicative  of the amount in United  States  dollars the Series would
receive had the Series sold any particular  currency in the market.  The foreign
exchange  transactions of the Series may be conducted by the Series with foreign
exchange  dealers  acting as  principals  on a spot (i.e.,  cash) buying  basis.
Although foreign exchange dealers trade on a net basis, they do realize a profit
based upon the  difference  between the price at which they are willing to buy a
particular  currency (bid price) and the price at which they are willing to sell
the currency (offer price).

SECTOR SERIES RISKS

         Leading  Brands Sector  Series.  An investment in this Series should be
made with an  understanding  of the problems and risks inherent in an investment
in the consumer products  industry in general.  These include the cyclicality of
revenues and  earnings,  changing  consumer  demands,  regulatory  restrictions,
product  liability  litigation and other  litigation  resulting from  accidents,
extensive competition (including that of low-cost foreign competition), unfunded
pension fund  liabilities  and employee and retiree  benefit costs and financial
deterioration resulting from leveraged buy-outs,  takeovers or acquisitions.  In
general,  expenditures  on consumer  products  will be affected by the  economic
health of  consumers.  A weak  economy  with its  consequent  effect on consumer
spending  could have an adverse  effect on consumer  products  companies.  Other
factors of  particular  relevance to the  profitability  of the industry are the
effects  of  increasing  environmental  regulation  on  packaging  and on  waste
disposal,  the  continuing  need to conform with foreign  regulations  governing
packaging and the environment,  the outcome of trade negotiations and the effect
on foreign  subsidies and tariffs,  foreign exchange rates, the price of oil and
its effect on energy costs, inventory cutbacks by retailers,  transportation and
distribution  costs,  health  concerns  relating to the  consumption  of certain
products,  the effect of demographics on consumer  demand,  the availability and
cost of raw  materials  and the  ongoing  need to develop  new  products  and to
improve productivity.

         Communications  Sector  Series.  An investment in this Series should be
made with an  understanding  of the problems and risks inherent in an investment
in the communications industry in general.

The  market  for  high-technology   communications   products  and  services  is
characterized  by  rapidly  changing  technology,  rapid  product  obsolescence,
cyclical market patterns,  evolving industry  standards and frequent new product
introductions.  The  success  of the  issuers  of the  common  stock  depends in
substantial  part on the timely and successful  introduction of new products and
services.  An unexpected change in one or more of the technologies  affecting an
issuer's products or in the market for products based on a particular technology
could  have  a  material  adverse  affect  on  an  issuer's  operating  results.
Furthermore,  there can be no assurance that the issuer of the common stock will
be able to respond  in a timely  manner to  compete  in the  rapidly  developing
marketplace.

Many  communications  companies  rely on a combination  of patents,  copyrights,
trademarks  and trade secret laws to  establish  and protect  their  proprietary
rights in their  products and  technologies.  There can be no assurance that the
steps  taken by the  issuers of the common  stock to protect  their  proprietary
rights will be adequate to prevent  misappropriation of their technology or that
competitors will not independently  develop  technologies that are substantially
equivalent or superior to such issuers' technology.

         Energy Sector Series.  An investment in this Series should be made with
an understanding of the problems and risks such an investment may entail.

The Energy  Sector Series  invests in common stock of companies  involved in the
energy  industry.  The business  activities of companies held in this Series may
include:   production,   generation,   transmission,   marketing,   control,  or
measurement of energy or energy fuels;  providing component parts or services to
companies engaged in the above activities;  energy research or  experimentation;
and environmental activities related to the solution of energy problems, such as
energy  conservation  and  pollution  control.  Companies  participating  in new
activities resulting from technological  advances or research discoveries in the
energy field are also considered for this Series. The securities of companies in
the  energy  field are  subject to changes  in value and  dividend  yield  which
depend, to a large extent, on the price and supply of energy fuels.  Swift price
and  supply  fluctuations  may be  caused by events  relating  to  international
politics, energy conservation,  the success of exploration projects, and tax and
other regulatory policies of various governments.  As a result of the foregoing,
the common  stock in this Series may be subject to rapid price  volatility.  The
Fund is unable to predict  what impact the  foregoing  factors  will have on the
common stock in this Series.

According to the U.S. Department of Commerce, the factors which will most likely
shape the energy  industry  include the price and  availability  of oil from the
Middle East, changes in United States  environmental  policies and the continued
decline in U.S.  production of crude oil.  Possible effects of these factors may
be increased U.S. and world dependence on oil from the Organization of Petroleum
Exporting  Countries  (OPEC) and highly  uncertain and potentially more volatile
oil  prices.   Factors   which  the   sub-adviser   believes  may  increase  the
profitability of oil and petroleum  operations include increasing demand for oil
and petroleum  products as a result of the  continued  increases in annual miles
driven and the improvement in refinery  operating margins caused by increases in
average domestic refinery  utilization rates. The existence of surplus crude oil
production  capacity and the willingness to adjust production levels are the two
principal  requirements  for stable crude oil markets.  Without excess capacity,
supply  disruptions  in some  countries  cannot be  compensated  for by  others.
Surplus  capacity in Saudi Arabia and a few other  countries and the utilization
of that  capacity  prevented,  during the Persian Gulf crisis,  and continues to
prevent,  severe market  disruption.  Although  unused  capacity  contributed to
market stability in 1990 and 1991, it ordinarily creates pressure to overproduce
and  contributes to market  uncertainty.  The  restoration of a large portion of
Kuwait  and  Iraq's  production  and  export  capacity  could  lead  to  such  a
development in the absence of substantial growth in world oil demand.  Formerly,
OPEC  members  attempted  to exercise  control  over  production  levels in each
country  through  a  system  of  mandatory  production  quotas.  Because  of the
1990-1991  crisis in the  Middle  East,  the  mandatory  system  has since  been
replaced with a voluntary system.  Production under the new system has had to be
curtailed  on at least  one  occasion  as a result of weak  prices,  even in the
absence of supplies from Kuwait and Iraq. The pressure to deviate from mandatory
quotas,  if they are reimposed,  is likely to be substantial and could lead to a
weakening of prices. In the longer term, additional capacity and production will
be required to accommodate  the expected large increases in world oil demand and
to compensate  for expected sharp drops in U.S. crude oil production and exports
from the Soviet Union.  Only a few OPEC  countries,  particularly  Saudi Arabia,
have the petroleum  reserves that will allow the required increase in production
capacity to be attained.  Given the large-scale financing that is required,  the
prospect that such expansion will occur soon enough to meet the increased demand
is uncertain.

Declining U.S. crude oil production will likely lead to increased  dependence on
OPEC  oil,  putting  refiners  at risk of  continued  and  unpredictable  supply
disruptions.  Increasing  sensitivity to  environmental  concerns will also pose
serious  challenges to the industry over the coming decade.  Refiners are likely
to be  required  to make heavy  capital  investments  and make major  production
adjustments  in  order  to  comply  with  increasingly  stringent  environmental
legislation,  such as the 1990  amendments  to the Clean Air Act. If the cost of
these changes is substantial enough to cut deeply into profits, smaller refiners
may be forced out of the industry entirely.  Moreover, lower consumer demand due
to increases in energy efficiency and conservation, gasoline reformulations that
call for less crude oil, warmer winters or a general slowdown in economic growth
in this  country  and abroad  could  negatively  affect the price of oil and the
profitability of oil companies. No assurance can be given that the demand for or
prices of oil will  increase or that any  increases  will not be marked by great
volatility.  Some oil  companies may incur large  cleanup and  litigation  costs
relating  to oil spills  and other  environmental  damage.  Oil  production  and
refining   operations  are  subject  to  extensive  federal,   state  and  local
environmental  laws and regulations  governing air emissions and the disposal of
hazardous materials.  Increasingly stringent  environmental laws and regulations
are expected to require companies with oil production and refining operations to
devote  significant  financial and  managerial  resources to pollution  control.
General problems of the oil and petroleum  products industry include the ability
of  a  few  influential  producers  to  significantly  affect  production,   the
concomitant  volatility of crude oil prices,  increasing public and governmental
concern  over air  emissions,  waste  product  disposal,  fuel  quality  and the
environmental effects of fossil-fuel use in general.

In addition, any future scientific advances concerning new sources of energy and
fuels or legislative  changes relating to the energy industry or the environment
could  have  a  negative  impact  on  the  petroleum  products  industry.  While
legislation has been enacted to deregulate  certain aspects of the oil industry,
no  assurances  can be given  that  new or  additional  regulations  will not be
adopted.  Each of the problems  referred to could adversely affect the financial
stability of the issuers of any petroleum industry stocks in this Series.

         Financial  Sector  Series.  An investment in this Series should be made
with an  understanding  of the  problems  and  risks  inherent  in the  bank and
financial services sector in general.

Banks, thrifts and their holding companies are especially subject to the adverse
effects of economic recession, volatile interest rates, portfolio concentrations
in geographic  markets and in commercial and residential  real estate loans, and
competition from new entrants in their fields of business. Banks and thrifts are
highly dependent on net interest margin.  Recently, bank profits have come under
pressure as net  interest  margins have  contracted,  but volume gains have been
strong in both commercial and consumer products. There is no certainty that such
conditions will continue.  Bank and thrift institutions had received significant
consumer  mortgage fee income as a result of activity in mortgage and  refinance
markets.  As initial home purchasing and  refinancing  activity  subsided,  this
income diminished.  Economic  conditions in the real estate markets,  which have
been weak in the past,  can have a  substantial  effect  upon banks and  thrifts
because they generally have a portion of their assets  invested in loans secured
by real  estate.  Banks,  thrifts  and their  holding  companies  are subject to
extensive federal regulation and, when such institutions are state-chartered, to
state  regulation as well. Such regulations  impose strict capital  requirements
and  limitations on the nature and extent of business  activities that banks and
thrifts may pursue. Furthermore, bank regulators have a wide range of discretion
in  connection  with  their  supervisory  and  enforcement   authority  and  may
substantially restrict the permissible activities of a particular institution if
deemed to pose  significant  risks to the soundness of such  institution  or the
safety of the  federal  deposit  insurance  fund.  Regulatory  actions,  such as
increases in the minimum  capital  requirements  applicable to banks and thrifts
and  increases in deposit  insurance  premiums  required to be paid by banks and
thrifts to the Federal  Deposit  Insurance  Corporation  (FDIC),  can negatively
impact  earnings and the ability of a company to pay dividends.  Neither federal
insurance  of  deposits  nor  governmental  regulations,  however,  insures  the
solvency  or  profitability  of banks or their  holding  companies,  or  insures
against any risk of investment in the securities issued by such institutions.

The statutory  requirements  applicable to and regulatory  supervision of banks,
thrifts  and their  holding  companies  have  increased  significantly  and have
undergone  substantial change in recent years. To a great extent,  these changes
are embodied in the Financial Institutions Reform, Recovery and Enforcement Act;
enacted in August 1989, the Federal Deposit  Insurance  Corporation  Improvement
Act of 1991, the Resolution Trust Corporation  Refinancing,  Restructuring,  and
Improvement Act of 1991 and the regulations  promulgated  under these laws. Many
of the  regulations  promulgated  pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and prospects of
the common stock in the Series'  portfolio  cannot be predicted with  certainty.
The Securities and Exchange  Commission and the Financial  Accounting  Standards
Board  require the  expanded use of market  value  accounting  by banks and have
imposed rules  requiring  market  accounting for investment  securities  held in
trading  accounts or available for sale.  Adoption of additional  such rules may
result in increased  volatility  in the  reported  health of the  industry,  and
mandated   regulatory   intervention   to  correct  such  problems.   Additional
legislative  and  regulatory  changes  may be  forthcoming,  and there can be no
certainty as to the effect,  if any,  that such changes would have on the common
stock in the  Series'  portfolio.  In  addition,  from time to time the  deposit
insurance  system is reviewed by Congress and federal  regulators,  and proposed
reforms of that system could,  among other things,  further restrict the ways in
which  deposited  moneys  can be used by banks or reduce  the  dollar  amount or
number  of  deposits  insured  for any  depositor.  Such  reforms  could  reduce
profitability  such as investment  opportunities  available to bank institutions
become more limited and as consumers  look for savings  vehicles other than bank
deposits.  Banks and thrifts face  significant  competition from other financial
institutions such as mutual funds, credit unions, mortgage banking companies and
insurance  companies,  and  increased  competition  may result from  legislative
broadening  of  regional  and  national  interstate  banking  powers as has been
recently  enacted.  The Fund makes no prediction  as to what, if any,  manner of
bank and thrift regulatory  actions might ultimately be adopted or what ultimate
effect such actions might have on the Series' portfolio.

The Federal Reserve Board (FRB) has issued a policy  statement on the payment of
cash  dividends  by bank holding  companies.  In the policy  statement,  the FRB
expressed its view that a bank holding company experiencing  earnings weaknesses
should not pay cash dividends which exceed its net income or which could only be
funded in ways that would weaken its financial health, such as by borrowing. The
FRB also may impose  limitations  on the payment of  dividends as a condition to
its approval of certain  applications,  including  applications  for approval of
mergers and acquisitions. The Fund makes no prediction as to the effect, if any,
such laws will have on the common stock or whether such approvals, if necessary,
will be obtained.

Some of the  nation's  largest  banks,  working  to upgrade  their own  computer
systems to meet the Year 2000  deadline,  are concerned  that some borrowers may
fail to upgrade their computers in time,  creating  problem loans and increasing
overall loan losses.  Banks considered most vulnerable by analysts include those
lending  primarily  to  small  businesses,  which  are not as  likely  as  large
businesses to have a plan for upgrading their computers.  Also at risk are banks
with significant exposure overseas, where many foreign businesses are not moving
as quickly to resolve this problem.  Analysts warn that it will be difficult for
banks to determine their potential loan losses related to Year 2000 credit risk.

Companies  involved  in the  insurance  industry  are  engaged in  underwriting,
reinsuring,  selling,  distributing or placing of property and casualty, life or
health  insurance.  Other  growth areas within the  insurance  industry  include
brokerage,  reciprocals,  claims processors and multiline  insurance  companies.
Insurance company profits are affected by interest rate levels, general economic
conditions, and price and marketing competition. Property and casualty insurance
profits may also be affected by weather  catastrophes and other disasters.  Life
and health  insurance  profits may be affected by mortality and morbidity rates.
Individual  companies  may  be  exposed  to  material  risks  including  reserve
inadequacy  and the inability to collect from  reinsurance  carriers.  Insurance
companies  are  subject to  extensive  governmental  regulation,  including  the
imposition  of maximum rate levels,  which may not be adequate for some lines of
business.  Proposed  or  potential  tax law changes  may also  adversely  affect
insurance  companies'  policy sales,  tax  obligations,  and  profitability.  In
addition to the foregoing,  profit margins of these companies continue to shrink
due to the commoditization of traditional businesses,  new competitors,  capital
expenditures on new technology and the pressures to compete globally.

In addition to the normal risks of business, companies involved in the insurance
industry are subject to significant risk factors,  including those applicable to
regulated  insurance  companies,  such as: (i) the inherent  uncertainty  in the
process of establishing  property-liability loss reserves, particularly reserves
for the cost of environmental,  asbestos and mass tort claims, and the fact that
ultimate losses could  materially  exceed  established loss reserves which could
have a material adverse effect on results of operations and financial condition;
(ii) the fact that insurance companies have experienced,  and can be expected in
the future to experience, catastrophe losses which could have a material adverse
impact on their financial condition,  results of operations and cash flow; (iii)
the inherent uncertainty in the process of establishing  property-liability loss
reserves due to changes in loss payment patterns caused by new claims settlement
practices;  (iv) the need for  insurance  companies  and their  subsidiaries  to
maintain  appropriate  levels of statutory capital and surplus,  particularly in
light of  continuing  scrutiny  by  rating  organizations  and  state  insurance
regulatory  authorities,  and in order to maintain acceptable financial strength
or claims-paying ability rating; (v) the extensive regulation and supervision to
which  insurance  companies'   subsidiaries  are  subject,   various  regulatory
initiatives that may affect insurance companies,  and regulatory and other legal
actions;  (vi) the adverse impact that increases in interest rates could have on
the  value  of  an  insurance   company's   investment   portfolio  and  on  the
attractiveness  of  certain  of its  products;  (vii)  the  need to  adjust  the
effective duration of the assets and liabilities of life insurance operations in
order  to meet  the  anticipated  cash  flow  requirements  of its  policyholder
obligations,  and (vii) the uncertainty  involved in estimating the availability
of reinsurance and the collectibility of reinsurance recoverables.

Environmental  pollution  clean-up  is the  subject  of both  federal  and state
regulation.  By some  estimates,  there are  thousands of potential  waste sites
subject to clean up. The insurance industry is involved in extensive  litigation
regarding coverage issues. The Comprehensive Environmental Response Compensation
and  Liability  Act  of  1980   (Superfund)   and   comparable   state  statutes
(mini-Superfund) govern the clean-up and restoration by "Potentially Responsible
Parties" (PRP's). Superfund and the mini-Superfunds (Environmental Clean-up Laws
or ECLs)  establish a mechanism  to pay for clean-up of waste sites if PRPs fail
to do so,  and to  assign  liability  to PRPs.  The  extent of  liability  to be
allocated to a PRP is dependent on a variety of factors.  The extent of clean-up
necessary  and the  assignment  of  liability  has  not  been  established.  The
insurance  industry is disputing many such claims.  Key coverage  issues include
whether Superfund response costs are considered damages under the policies, when
and how  coverage is  triggered,  applicability  of  pollution  exclusions,  the
potential  for joint and several  liability  and  definition  of an  occurrence.
Similar  coverage  issues  exist for clean up and waste sites not covered  under
Superfund.  To date,  courts have been  inconsistent  in their  rulings on these
issues.  An insurer's  exposure to liability  with regard to its insureds  which
have been, or may be, named as PRPs is  uncertain.  Superfund  reform  proposals
have been  introduced in Congress,  but none have been enacted.  There can be no
assurance that any Superfund reform legislation will be enacted or that any such
legislation  will provide for a fair,  effective and  cost-efficient  system for
settlement of Superfund related claims.

Proposed federal  legislation which would permit banks greater  participation in
the  insurance  business  could,  if  enacted,  present  an  increased  level of
competition  for the sale of  insurance  products.  In addition,  while  current
federal income tax law permits the tax-deferred  accumulation of earnings on the
premiums paid by an annuity owner and holders of certain  savings-oriented  life
insurance products,  no assurance can be given that future tax law will continue
to allow such tax deferrals. If such deferrals were not allowed, consumer demand
for the affected products would be substantially reduced. In addition, proposals
to lower the federal  income tax rates  through a form of flat tax or  otherwise
could have, if enacted, a negative impact on the demand for such products.

Companies  engaged in investment  banking/brokerage  and  investment  management
include brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund  companies.  Earnings and share prices of companies in this industry
are quite  volatile,  and often exceed the volatility  levels of the market as a
whole.  Recently,  ongoing  consolidation  in the  industry and the strong stock
market has benefited  stocks which  investors  believe will benefit from greater
investor and issuer  activity.  Major  determinants  of future earnings of these
companies  are the direction of the stock market,  investor  confidence,  equity
transaction volume, the level and direction of long-term and short-term interest
rates,  and the outlook for emerging  markets.  Negative  trends in any of these
earnings  determinants  could  have a serious  adverse  effect on the  financial
stability,  as well as on the stock  prices,  of these  companies.  Furthermore,
there can be no assurance  that the issuers of the Common stock included in this
Series  will be able to  respond in a timely  manner to  compete in the  rapidly
developing marketplace.

         Pharmaceutical/Healthcare  Sector Series.  An investment in this Series
should  be  made  with  an   understanding   of  the   characteristics   of  the
pharmaceutical and healthcare industries and the risks which such investment may
entail.

Pharmaceutical   companies  are  companies  involved  in  drug  development  and
production services.  Such companies have potential risks unique to their sector
of the healthcare field. Pharmaceutical companies develop,  manufacture and sell
prescription and  over-the-counter  drugs. In addition,  they are well known for
the vast amounts of money they spend on world-class research and development. In
short, such companies work to improve the quality of life for millions of people
and are vital to the nation's health and well-being.  Such companies are subject
to governmental  regulation of their products and services, a factor which could
have a significant and possibly unfavorable effect on the price and availability
of such  products or  services.  Furthermore,  such  companies  face the risk of
increasing  competition from generic drug sales, the termination of their patent
protection  for drug  products  and the risk that  technological  advances  will
render  their  products  or  services  obsolete.  Such  companies  may also have
persistent  losses  during  a  new  product's  transition  from  development  to
production, and revenue patterns may be erratic.

As the  population  of the United  States ages,  the  companies  involved in the
pharmaceutical  field will  continue to search for and develop new drugs through
advanced technologies and diagnostics.  On a worldwide basis, such companies are
involved  in the  development  and  distribution  of drugs and  vaccines.  These
activities  may make the  pharmaceutical  sector very  attractive  for investors
seeking the potential for growth in their investment portfolio.  However,  there
are no assurances that the Series' objectives will be met.

Legislative  proposals  concerning  healthcare are considered from time to time.
The Fund is unable to predict the effect of any of these proposals,  if enacted,
on the issuers of common stock in the Series.

         Technology  Sector Series.  An investment in this Series should be made
with an understanding of the  characteristics of the technology industry and the
risks which such an investment may entail.

Technology  companies  generally include companies  involved in the development,
design, manufacture and sale of computers,  computer-related equipment, computer
networks,   communications  systems,   telecommunications  products,  electronic
products and other related products,  systems and services. The market for these
products,   especially   those   specifically   related  to  the  Internet,   is
characterized  by  rapidly  changing  technology,  rapid  product  obsolescence,
cyclical market patterns,  evolving industry  standards and frequent new product
introductions.  The  success  of the  issuers  of the  common  stock  depends in
substantial part on the timely and successful  introduction of new products.  An
unexpected  change  in one or more of the  technologies  affecting  an  issuer's
products or in the market for products  based on a particular  technology  could
have a material adverse affect on an issuer's  operating  results.  Furthermore,
there can be no  assurance  that the issuers of the common stock will be able to
respond in a timely manner to compete in the rapidly developing marketplace.

Based on trading history of common stock,  factors such as  announcements of new
products  or  development  of new  technologies  and general  conditions  of the
industry have caused and are likely to cause the market price of high-technology
common stocks to fluctuate substantially. In addition, technology company stocks
have  experienced  extreme  price and volume  fluctuations  that often have been
unrelated to the operating performance of such companies. This market volatility
may adversely affect the market price of the Common stock.

Some key  components  of certain  products of  technology  issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers  will be able to meet the demand for  components  in a timely and cost
effective  manner.  Accordingly,  an issuer's  operating  results  and  customer
relationships could be adversely affected by either an increase in price for, or
an  interruption  or reduction in supply of, any key  components.  Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting  of a  limited  number of large  customers  who may  require  product
vendors to comply with rigorous industry  standards.  Any failure to comply with
such standards may result in a significant  loss or reduction of sales.  Because
many products and  technologies of technology  companies are  incorporated  into
other  related  products,  such  companies  are often  highly  dependent  on the
performance  of  the  personal  computer,   electronics  and  telecommunications
industries. There can be no assurance that these customers will place additional
orders,  or that an  issuer of  common  stock  will  obtain  orders  of  similar
magnitude such as past orders from other  customers.  Similarly,  the success of
certain  technology  companies is tied to a relatively  small  concentration  of
products or  technologies.  Accordingly,  a decline in demand of such  products,
technologies  or from such  customers  could have a material  adverse  impact on
issuers of common stock.

Many  technology  companies  rely  on  a  combination  of  patents,  copyrights,
trademarks  and trade secret laws to  establish  and protect  their  proprietary
rights in their  products and  technologies.  There can be no assurance that the
steps  taken by the  issuers of the common  stock to protect  their  proprietary
rights will be adequate to prevent  misappropriation of their technology or that
competitors will not independently  develop  technologies that are substantially
equivalent  or superior to such  issuers'  technology.  In addition,  due to the
increasing  public  use of the  Internet,  it is  possible  that  other laws and
regulations  may  be  adopted  to  address  issues  such  as  privacy,  pricing,
characteristics,  and quality of Internet  products and  services.  For example,
recent  proposals  would  prohibit the  distribution  of obscene,  lascivious or
indecent  communications  on the  Internet.  The adoption of any such laws could
have a material  adverse  impact on the common  stock in the  Series.  Like many
areas  of  technology,   the  semiconductor   business   environment  is  highly
competitive,  notoriously  cyclical and subject to rapid and often unanticipated
change.  Recent  industry  downturns have resulted,  in part, from weak pricing,
persistent overcapacity, slowdown in Asian demand and a shift in retail personal
computer sales toward the low end, or "sub-$1000"  segment.  Industry  growth is
dependent  upon  several  factors,   including:  the  rate  of  global  economic
expansion;  demand for products such as personal  computers and  networking  and
communications equipment; excess productive capacity and the resultant effect on
pricing; and the rate of growth in the market for low-price personal computers.

                INVESTMENT RESTRICTIONS APPLICABLE TO ALL SERIES

FUNDAMENTAL  POLICIES  APPLICABLE  TO  ALL  SERIES.  The  following  fundamental
policies may not be changed without the affirmative  vote of the majority of the
outstanding  voting  securities  of the  Fund  (or of a  particular  Series,  if
appropriate).  The Investment  Company Act of 1940 (1940 Act) defines a majority
vote as the vote of the lesser of (i) 67% of the Fund interests represented at a
meeting at which more than 50% of the  outstanding  interests are represented or
(ii) more than 50% of the  outstanding  voting  interests.  With  respect to the
submission  of a change in an  investment  policy to the holders of  outstanding
voting  interests  of a particular  Series,  such matter shall be deemed to have
been  effectively  acted upon with  respect to such  Series if a majority of the
outstanding  voting  interests  of such  Series  vote for the  approval  of such
matter,  notwithstanding  that (1) such  matter  has not  been  approved  by the
holders of a majority of the  outstanding  voting  interests of any other Series
affected by such matter,  and (2) such matter has not been  approved by the vote
of a majority of the outstanding voting Fund interests.

         (1)      A Series may not issue senior securities.

         (2)      A Series  will not  borrow  money,  except  for  temporary  or
                  emergency purposes,  from banks. The aggregate amount borrowed
                  shall not exceed 25% of the value of a Series' assets.  In the
                  case of any  borrowing,  a  Series  may  pledge,  mortgage  or
                  hypothecate up to 15% of its assets.

         (3)      A Series will not  underwrite  the securities of other issuers
                  except to the extent the Fund may be considered an underwriter
                  under  the  Securities  Act of  1933  when  selling  portfolio
                  securities.

         (4)      A Series will not  purchase  or sell real estate or  interests
                  therein.

         (5)      A Series will not lend any security or make any other loan if,
                  as a result,  more than 33 1/3% of the  Series'  total  assets
                  would be lent to other parties (but this  limitation  does not
                  apply to purchases of  commercial  paper,  debt  securities or
                  repurchase agreements).

         (6)      A Series may invest in repurchase  agreements and warrants and
                  engage in futures  and  options  transactions  and  securities
                  lending.

None of the Series is a  "diversified  company,"  as that term is defined in the
Investment  Company Act of 1940,  as amended.  There are no  limitations  on the
concentration of the investments  held by any Series in any particular  industry
or group of industries. However, because each Sector Series is only investing in
common stocks of companies within specific  industries,  the Series' performance
is closely tied to, and affected by, those specific industries. Companies within
an  industry  are often  faced  with the same  obstacles,  issues or  regulatory
burdens,  and their common stock may react similarly and move in unison to these
and other market conditions.  As a result of these factors,  stocks in which the
Sector  Series  will  invest  may be more  volatile  than a mixture of stocks of
companies from a wide variety of industries.

                             MANAGEMENT OF THE FUND

The officers of the Fund manage its day to day operations and are responsible to
the  Fund's  Board of  Managers.  The Board of  Managers  of the Fund sets broad
policies  for each Series and chooses the Fund's  officers.  The  following is a
list of the Managers  and officers of the Fund and a statement of their  present
positions and principal occupations during the past five years.

For  purposes of this  section,  the term "Fund  Complex"  includes  each of the
following  investment  companies:  JNL Series Trust,  JNL Variable Fund LLC, JNL
Variable Fund III LLC, JNL Variable Fund V LLC,  JNLNY  Variable Fund I LLC, and
JNLNY  Variable  Fund II LLC.  Each of the Fund's  Managers is also a Trustee or
Manager of each of the other  funds in the Fund  Complex  and each of the Fund's
officers is also an officer of one or more of the funds in the Fund Complex.

ANDREW B. HOPPING* (Age 40),  5901  Executive  Drive,  Lansing,  Michigan  48911
Member of the Board of  Managers  of the Fund and each of the other funds in the
Fund Complex
President and Chief Executive Officer of the Fund and each of the other funds in
the Fund Complex
JNL Series Trust, Vice President (8/96 to 8/97)
JNL Series Trust, Treasurer (8/96 to 8/97)
JNL Series Trust, Chief Financial Officer (8/96 to 8/97)
Jackson National Financial Services, LLC, President (3/98 to present)
Jackson National Financial Services, LLC, Managing Board Member
(3/98 to present)
Jackson National Life Insurance Company, Executive Vice President
(7/98 to present)
Jackson National Life Insurance Company, Chief Financial Officer
(12/97 to present)
Jackson National Life Insurance Company, Senior Vice President (6/94 to 7/98)
National Planning Corporation, Vice President (5/98 to 7/98)
National Planning Corporation, Director (6/97 to present)
Jackson National Financial Services, Inc., CEO (7/97 to 5/98)
Jackson National Financial Services, Inc., President (7/97 to 5/98)
Countrywide Credit, Executive Vice President (3/92 to 6/94)

JOSEPH FRAUENHEIM (Age 64), 1405 Cambridge, Lansing, MI  48911
Member of the Board of  Managers  of the Fund and each of the other funds in the
Fund Complex Consultant (1991 to present)

ROBERT A. FRITTS* (Age 50) 5901 Executive Drive, Lansing,  Michigan 48911
Member of the Board of  Managers  of the Fund and each of the other funds in the
Fund Complex
Vice President,  Treasurer and Chief  Financial  Officer of the Fund and each of
the other funds in the Fund Complex
JNL Series Trust,  Assistant Treasurer (2/96 to August 1997)
JNL Series Trust,  Assistant  Secretary  (12/94 to 2/96)
Jackson National Life Insurance Company, Vice President and Controller

THOMAS J. MEYER (Age 52) 5901 Executive Drive, Lansing, Michigan 48911
Vice President, Secretary and Counsel of the Fund and each of the other funds in
the Fund Complex
Jackson National Life Insurance Company,  Senior Vice President
(7/98 to present)
Jackson National Life Insurance  Company,  Secretary (9/94 to present)
Jackson  National Life  Insurance  Company,  General  Counsel  (3/85 to present)
Jackson National Life Insurance Company, Vice President (3/85 to 7/98)

RICHARD MCLELLAN (Age 57), 1191 Carriageway North, East Lansing, MI  48823
Member of the Board of  Managers  of the Fund and each of the other funds in the
Fund Complex
Dykema Gossett PLLC, Attorney

PETER MCPHERSON (Age 58), 1 Abbott Road, East Lansing, MI  48824
Member of the Board of  Managers  of the Fund and each of the other funds in the
Fund Complex
Michigan State University, President (10/93 to present)

MARK D. NERUD (Age 32) 225 West Wacker Drive, Suite 1200, Chicago, IL  60606
Vice  President and Assistant  Treasurer of the Fund and each of the other funds
in the Fund Complex
Jackson National Financial Services, LLC, Chief Financial Officer
(3/98 to present)
Jackson National Financial Services, LLC, Managing Board Member
(3/98 to present)
National Planning Corporation, Vice President (5/98 to present)
Jackson National Financial Services, Inc., Director (1/98 to 5/98)
Jackson National Financial Services, Inc., Chief Operating Officer (
6/97 to 5/98)
Jackson National Financial Services, Inc., Treasurer (6/97 to 5/98)
Jackson National Life Insurance Company, Assistant Vice President - Mutual Fund
Operations (5/97 to present)
Jackson National Life Insurance Company, Assistant Vice President
(10/96 to 4/97)
Jackson National Life Insurance Company, Assistant Controller (10/96 to 4/97)
Jackson National Life Insurance Company, Senior Manager - Mutual Fund Operations
(4/96 to 10/96)
Voyageur Asset Management Company, Manager - Mutual Fund Accounting
(5/93 to 4/96)

AMY D. EISENBEIS (Age 34) 5901 Executive Drive, Lansing, Michigan 48911
Vice  President and Assistant  Secretary of the Fund and each of the other funds
in the Fund Complex
Jackson National Financial Services, LLC, Vice President (3/98 to present)
Jackson National Financial Services, LLC, Secretary (3/98 to present)
National Planning Corporation, Vice President (1/98 to 7/98)
National Planning Corporation, Secretary (1/98 to 7/98)
National Planning Corporation, Chief Legal Officer (1/98 to 7/98)
Jackson National Life Insurance Company, Assistant Vice President
(4/99 to present)
Jackson National Life Insurance Company, Associate General Counsel
(7/95 to present)
Waddell & Reed, Inc., Staff Attorney (1/94 to 7/95)

*Managers who are interested persons as defined in the 1940 Act.

The  officers  of the Fund and the  Managers  who are  "interested  persons"  as
designated above receive no compensation from the Fund.  Disinterested  Managers
will be paid  $4,000 for each  meeting of a fund in the Fund  Complex  that they
attend.  It is  estimated  that the  disinterested  Managers  will  receive  the
following  compensation  for services as a Manager  during the fiscal year ended
December 31, 1999:

<TABLE>
<CAPTION>

                                                              PENSION OR RETIREMENT
                            AGGREGATE COMPENSATION FROM    BENEFITS ACCRUED AS PART OF      TOTAL COMPENSATION FROM
         TRUSTEE                       FUND*                      TRUST EXPENSES            FUND AND FUND COMPLEX*
         -------                       -----                      --------------            ----------------------


<S>                                    <C>                                   <C>                       <C>
Joseph Frauenheim                      $2,666.66                             0                         $16,000
Richard McLellan                        2,666.66                             0                          16,000
Peter McPherson                         2,666.66                             0                          16,000
</TABLE>

* The  Fund  does  not  directly  compensate  the  disinterested  Managers.  The
disinterested  Managers are  compensated by JNFS pursuant to the  Administration
Agreement between the Fund and JNFS. (See "Administrative Fee").

As of May 24, 1999,  the officers  and managers of the Fund,  as a group,  owned
less than 1% of the then outstanding  shares of the Fund. To the extent required
by applicable law, JNL will solicit voting  instructions from owners of variable
insurance or variable annuity  contracts.  All shares of each Series of the Fund
will be voted by JNL in accordance with voting  instructions  received from such
variable  contract owners.  JNL will vote all of the shares which it is entitled
to vote in the same  proportion  as the voting  instructions  given by  variable
contract  owners,   on  the  issues   presented,   including  shares  which  are
attributable to JNL's interest in the Fund.

                                   PERFORMANCE

A Series'  historical  performance  may be shown in the form of total return and
yield. These performance  measures are described below.  Performance  advertised
for a Series may or may not reflect  the effect of any charges  that are imposed
under a variable  annuity  contract  (Contract) that is funded by the Fund. Such
charges,  described in the prospectus for the Contract,  will have the effect of
reducing a Series' performance.

Standardized  average  annual  total  return and  non-standardized  total return
measure  both the net  investment  income  generated  by,  and the effect of any
realized  and  unrealized   appreciation  or  depreciation  of,  the  underlying
investments  of a Series.  Yield is a measure of the net  investment  income per
share  earned  over a  specific  one  month  or  30-day  period  expressed  as a
percentage of the net asset value.

A Series'  standardized  average  annual total  return  quotation is computed in
accordance with a standardized  method prescribed by rules of the Securities and
Exchange  Commission (SEC).  Standardized  average annual total return shows the
percentage rate of return of a hypothetical initial investment of $1,000 for the
most recent one-, five- and ten-year periods,  or for a period covering the time
the Series has been in existence if the Series has not been in existence for one
of the prescribed  periods.  Because average annual total returns tend to smooth
out variations in the Series'  returns,  you should  recognize that they are not
the same as actual year-by-year  results.  The standardized average annual total
return  for  a  Series  for a  specific  period  is  found  by  first  taking  a
hypothetical $1,000 investment (initial investment) in the Series' shares on the
first day of the period, adjusting to deduct the applicable charges, if any, and
computing the redeemable value of that investment at the end of the period.  The
redeemable value is then divided by the initial investment,  and the quotient is
taken to the Nth root (N  representing  the number of years in the period) and 1
is subtracted  from the result,  which is then  expressed as a  percentage.  The
calculation  assumes  that all income and capital  gains  dividends  paid by the
Series have been reinvested at net asset value on the reinvestment  dates during
the period.

The  standardized  average annual total return will be based on rolling calendar
quarters and will cover at least periods of one, five and ten years, or a period
covering  the  time the  Series  has  been in  existence,  if it has not been in
existence for one of the prescribed periods.

Non-standardized  total return may also be  advertised.  Non-standardized  total
return may be for  periods  other than those  required  to be  presented  or may
otherwise differ from standardized average annual total return. Non-standardized
total return for a specific  period is  calculated by first taking an investment
(initial investment) in the applicable Series on the first day of the period and
computing the end value of that  investment at the end of the period.  The total
return percentage is then determined by subtracting the initial  investment from
the ending  value and  dividing  the  remainder  by the initial  investment  and
expressing the result as a percentage.  The calculation  assumes that all income
and capital gains dividends paid by the Series have been reinvested at net asset
value on the reinvestment dates during the period. Non-standardized total return
may also be shown as the increased dollar value of the  hypothetical  investment
over the period.

Quotations  of  standardized  average  annual total return and  non-standardized
total  return  are  based  upon  historical  earnings  and will  fluctuate.  Any
quotation of  performance,  therefore,  should not be  considered a guarantee of
future  performance.  Factors  affecting  the  performance  of a Series  include
general market conditions, operating expenses and investment management.

The yield for a Series is  computed in  accordance  with a  standardized  method
prescribed by the rules of the SEC. The yield is calculated by assuming that the
income  generated by the investment  during that 30-day period is generated each
30-day  period  over a  12-month  period  and is  shown as a  percentage  of the
investment.  Under this method, yield is computed by dividing the net investment
income per share earned  during the  specified one month or 30-day period by the
offering price per share on the last day of the period.

In  computing  the yield,  the Series  follow  certain  standardized  accounting
practices specified by SEC rules. These practices are not necessarily consistent
with  those  that  the  Series  use to  prepare  annual  and  interim  financial
statements in accordance with generally accepted accounting principles.

A Series'  performance  quotations are based upon historical results and are not
necessarily representative of future performance. The Series' interests are sold
at net asset value.  Returns and net asset value will fluctuate.  Interests of a
Series are redeemable at the then current net asset value,  which may be more or
less than original cost.

                     INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER. JNFS, 5901 Executive Drive, Lansing,  Michigan 48911, is the
investment  adviser to the Fund. As investment  adviser,  JNFS provides the Fund
with professional  investment  supervision and management and permits any of its
officers or employees to serve without  compensation  as Managers or officers of
the Fund if elected to such positions. JNFS is a wholly owned subsidiary of JNL,
which is in turn wholly owned by Prudential  Corporation  plc, a life  insurance
company in the United Kingdom.

JNFS acts as investment  adviser to the Fund pursuant to an Investment  Advisory
and  Management  Agreement.  The Investment  Advisory and  Management  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 Managers who are not parties to such  agreement or interested  persons of
any such party  except in their  capacity as Managers of the Fund,  and (ii) the
interest  holders of each Series or the Board of Managers.  It may be terminated
at any time upon 60 days notice by either  party,  or by a majority  vote of the
outstanding  interests  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 and Management Agreement provides
that  JNFS  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 JNFS in the performance of its obligations and duties,
or by reason of its reckless  disregard of its  obligations and duties under the
agreement.  Each Series is  obligated  to pay JNFS the  following  fees (the fee
percentages are identical for each Series):

          ASSETS                                                FEES

          $0 to $500 million                                    .75%
          $500 million to $1 billion                            .70%
          Over $1 billion                                       .65%

SUB-ADVISER.  JNFS has entered into a  Sub-Advisory  Agreement  with First Trust
Advisors L.P.  (First Trust) to manage the  investment and  reinvestment  of the
assets of each Series, subject to JNFS' supervision.

First Trust, an Illinois  limited  partnership  formed in 1991 and an investment
adviser  registered  with the SEC under the Investment  Advisers Act of 1940, is
the  sub-adviser  for each  Series of the Fund.  First  Trust's  address is 1001
Warrenville Road, Lisle,  Illinois 60532.  First Trust is a limited  partnership
with one  limited  partner,  Grace  Partners  of Dupage  L.P.,  and one  general
partner, Nike Securities Corporation. Grace Partners of Dupage L.P. is a limited
partnership with one general partner, Nike Securities Corporation,  and a number
of limited  partners.  Nike  Securities  Corporation is an Illinois  corporation
controlled by Robert  Donald Van Kampen.  Pursuant to a  Sub-Advisory  Agreement
with JNFS,  First Trust is  responsible  for selecting the  investments  of each
Series  consistent  with the investment  objectives and policies of that Series,
and will conduct securities  trading for the Series.  First Trust discharges its
responsibilities  subject to the  policies  of the Board of Managers of the Fund
and the oversight and supervision of JNFS, which pays First Trust's sub-advisory
fees.

Under  the  Sub-Advisory  Agreement,  First  Trust  provides  each  Series  with
discretionary investment services.  Specifically, First Trust is responsible for
supervising and directing the investments of each Series in accordance with each
Series'  investment  objective,  program,  and  restrictions  as provided in the
Prospectus  and this  Statement of Additional  Information.  First Trust is also
responsible for effecting all security transactions on behalf of each Series.

As  compensation  for its services,  First Trust receives a fee, as disclosed in
the Prospectus,  which is paid by JNFS. The Sub-Advisory Agreement also provides
that First Trust, its directors,  officers, employees, and certain other persons
performing  specific  functions for the Series will only be liable to the Series
for losses resulting from willful misfeasance,  bad faith, gross negligence,  or
reckless disregard of duty.

The Sub-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 a majority of the Managers who are not parties to such  agreement or
interested persons of any such party except in their capacity as Managers of the
Series and by the interest  holders of each Series or the Board of Managers.  It
may be  terminated  at any time upon 60 days'  notice by either  party,  or by a
majority  vote of the  outstanding  interests  of a Series with  respect to that
Series, and will terminate automatically upon assignment or upon the termination
of the investment  management agreement between JNFS and the Series.  Additional
Series may be subject to a different agreement.  The Sub-Advisory Agreement also
provides that First Trust is responsible  for compliance  with the provisions of
Section  817(h)  of the  Internal  Revenue  Code of  1986,  as  amended  (Code),
applicable  to  each  Series  (relating  to  the  diversification   requirements
applicable to investments in underlying  variable  annuity  contracts).  JNFS is
obligated  to pay First  Trust out of the  advisory  fee it  receives  from each
Series the following fees (the fee percentages are identical for each Series):

        ASSETS                                                            FEES
        $0 to $500 million                                                .35%
        $500 million to $1 billion                                        .30%
        Over $1 billion                                                   .25%

LICENSE  AGREEMENTS.  JNFS,  JNL and the Fund have  entered  into a  Sub-License
Agreement  with  First  Trust  under  the  terms of  which  the Fund and JNL are
permitted  to use and refer to  certain  copyright,  trademark  and  proprietary
rights and trade secrets of Dow Jones & Company.

JNL has also entered into a License  Agreement  with  Standard & Poor's(R).  The
JNL/First  Trust The S&P Target 10 Series is not  sponsored,  endorsed,  sold or
promoted by Standard & Poor's,  a division of The  McGraw-Hill  Companies,  Inc.
(S&P).  S&P makes no  representation  or  warranty,  express or implied,  to the
owners of the  Series or any  member of public  regarding  the  advisability  of
investing in securities  generally or in the Series  particularly or the ability
of the S&P 500 Index to track  general  stock  market  performance.  S&P's  only
relationship  to the Licensee is the licensing of certain  trademarks  and trade
names  of S&P  and of the S&P 500  Index  which  are  determined,  composed  and
calculated  by S&P without  regard to the  Licensee  or the  Series.  S&P has no
obligation  to take the needs of the  Licensee  or the owners of the Series into
consideration in determining, composing or calculating the S&P 500 Index. S&P is
not responsible for and has not participated in the  determination of the prices
and amount of the Series or the timing of the  issuance or sale of the Series or
in the determination or calculation of the equation by which the Series is to be
converted into cash.  S&P has no obligation or liability in connection  with the
administration, marketing or trading of the Series.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA  INCLUDED  THEREIN AND S&P SHALL HAVE NO  LIABILITY  FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY,  EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED  BY  LICENSEE,  OWNERS OF THE SERIES,  OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P  MAKES NO  EXPRESS  OR  IMPLIED  WARRANTIES,  AND  EXPRESSLY  DISCLAIMS  ALL
WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY
OF THE  FOREGOING,  IN NO EVENT SHALL S&P HAVE ANY  LIABILITY  FOR ANY  SPECIAL,
PUNITIVE,  INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),  EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

ADMINISTRATIVE FEE. Each Series pays to JNFS an Administrative Fee. Each Series,
except the JNL/First Trust Global Target 15 Series,  pays an Administrative  Fee
of .10% of the  average  daily net assets of the  Series.  The  JNL/First  Trust
Global Target 15 Series pays an Administrative  Fee of .15% of the average daily
net assets of the Series.  In return for the fee,  JNFS provides or procures all
necessary administrative functions and services for the operation of the Series.
In addition,  JNFS,  at its own expense,  will  arrange for legal,  audit,  fund
accounting,  custody, printing and mailing, and all other services necessary for
the operation of each Series.  Each Series is responsible  for trading  expenses
including  brokerage  commissions,  interest and taxes, and other  non-operating
expenses.

CUSTODIAN AND TRANSFER  AGENT.  Boston Safe Deposit & Trust Company,  One Boston
Place,  Boston,  Massachusetts  02108,  acts as custodian for each Series of the
Fund. In general,  the custodian is responsible  for holding the Fund's cash and
securities and attends to the collection of principal and income and payment for
and collection of proceeds of securities bought and sold by the Fund.

JNFS is the  transfer  agent and  dividend-paying  agent for each  Series of the
Fund.

INDEPENDENT     ACCOUNTANTS.     The    Series'     independent     accountants,
PricewaterhouseCoopers  LLP, 200 East Randolph Drive,  Chicago,  Illinois 60601,
audit and report on the Series' annual financial  statements,  and perform other
professional accounting, auditing and advisory services when engaged to do so by
the Series.

SERIES TRANSACTIONS AND BROKERAGE. Purchases and sales of newly issued portfolio
securities are usually  principal  transactions  without  brokerage  commissions
effected  directly with the issuer or with an  underwriter  acting as principal.
Other  purchases  and  sales  may  be  effected  on  a  securities  exchange  or
over-the-counter, depending on where it appears that the best price or execution
will be obtained.  The purchase price paid by a Series to  underwriters of newly
issued  securities  usually  includes  a  concession  paid by the  issuer to the
underwriter,  and  purchases  of  securities  from  dealers,  acting  as  either
principals  or agents in the after  market,  are  normally  executed  at a price
between the bid and asked price, which includes a dealer's mark-up or mark-down.
Transactions on U.S. stock  exchanges and some foreign stock  exchanges  involve
the  payment  of  negotiated  brokerage  commissions.   On  exchanges  on  which
commissions  are negotiated,  the cost of transactions  may vary among different
brokers.  On most foreign  exchanges,  commissions are generally fixed. There is
generally no stated  commission in the case of securities  traded in domestic or
foreign  over-the-counter  markets,  but  the  price  of  securities  traded  in
over-the-counter  markets  includes an undisclosed  commission or mark-up.  U.S.
Government  Securities  are generally  purchased from  underwriters  or dealers,
although  certain  newly  issued U.S.  Government  Securities  may be  purchased
directly from the U.S.  Treasury or from the issuing agency or  instrumentality.
No brokerage  commissions  are  typically  paid on  purchases  and sales of U.S.
Government Securities.

Transactions for a Series may be effected on foreign  securities  exchanges.  In
transactions  for  securities  not  actively  traded  on  a  foreign  securities
exchange,  a Series will deal directly with the dealers who make a market in the
securities  involved,  except in those  circumstances  where  better  prices and
execution are available elsewhere.  Such dealers usually are acting as principal
for their own account.  On occasion,  securities may be purchased  directly from
the issuer. Such portfolio securities are generally traded on a net basis and do
not  normally  involve  brokerage  commissions.  Securities  firms  may  receive
brokerage  commissions on certain  portfolio  transactions,  including  options,
futures  and  options  on  futures  transactions  and the  purchase  and sale of
underlying securities upon exercise of options.

Each  Series  may  participate,  if and when  practicable,  in  bidding  for the
purchase of  securities  for the Series'  portfolio  directly  from an issuer in
order to take advantage of the lower purchase price available to members of such
a  group.  A  Series  will  engage  in this  practice,  however,  only  when the
sub-adviser,  in its sole discretion,  believes such practice to be otherwise in
the Series' interest.

The  primary   consideration  in  portfolio   security   transactions  is  "best
execution,"  i.e.,  execution  at the  most  favorable  prices  and in the  most
effective manner  possible.  JNFS and First Trust always attempt to achieve best
execution and have complete freedom as to the markets in and the  broker/dealers
through which they seek this result.  Subject to the requirement of seeking best
execution,  securities  may be bought  from or sold to  broker/dealers  who have
furnished  statistical,  research,  and other information or services to JNFS or
First Trust.  In placing orders with such  broker/dealers,  JNFS and First Trust
will,  where  possible,  take into account the  comparative  usefulness  of such
information.  Such information is useful to JNFS and First Trust even though its
dollar value may be  indeterminable  and its receipt or  availability  generally
does not reduce JNFS's or First Trust's normal research activities or expenses.

JNFS and First  Trust  are  authorized,  consistent  with  Section  28(e) of the
Securities Exchange Act of 1934, as amended, when placing portfolio transactions
for a  Series  with a  broker  to pay a  brokerage  commission  (to  the  extent
applicable)  in excess of that  which  another  broker  might have  charged  for
effecting the same transaction on account of the receipt of research,  market or
statistical information.  The term "research, market or statistical information"
includes (a) advice as to (i) the value of securities,  (ii) the advisability of
investing in,  purchasing or selling  securities,  and (iii) the availability of
securities or purchasers or sellers of securities  and (b)  furnishing  analysis
and reports concerning  issuers,  industries,  securities,  economic factors and
trends,  portfolio strategy and the performance of accounts.  Higher commissions
may be paid to firms that provide  research  services to the extent permitted by
law.  JNFS and First Trust may use this  research  information  in managing  the
Fund's assets, as well as the assets of other clients.

Any portfolio  transaction for a Series may be executed through brokers that are
affiliated  with the Fund,  investment  adviser and/or  sub-adviser,  if, in the
investment  adviser's judgment,  the use of such affiliated brokers is likely to
result in price and execution at least as favorable as those of other  qualified
brokers, and if, in the transaction,  the affiliated broker charges the Series a
commission  rate  consistent  with  those  charged by the  affiliated  broker to
comparable unaffiliated customers in similar transactions. All transactions with
affiliated brokers will comply with Rule 17e-1 under the 1940 Act.

Fund  portfolio  transactions  may be  effected  with  broker/dealers  who  have
assisted  investors  in the  purchase of  policies.  Subject to best  execution,
broker/dealers may be selected based on the volume of interests sold.

There may be occasions when portfolio  transactions for a Series are executed as
part of  concurrent  authorizations  to purchase or sell the same  security  for
trusts or other accounts served by affiliated  companies of JNFS or First Trust.
Although such concurrent authorizations potentially could be either advantageous
or disadvantageous to the Fund, they are effected only when JNFS and First Trust
believe  that to do so is in the  interest  of the Fund.  When  such  concurrent
authorizations occur the executions will be allocated in an equitable manner.

CODE OF ETHICS.  To mitigate  the  possibility  that a Series will be  adversely
affected by personal  trading of employees,  the Fund, JNFS and First Trust have
adopted  Codes of Ethics under Rule 17j-1 of the 1940 Act.  These codes  contain
policies  restricting  securities  trading in personal accounts of the portfolio
managers  and  others  who  normally  come into  possession  of  information  on
portfolio transactions.  JNFS' Code complies, in all material respects, with the
recommendations of the Investment Company Institute.

                 PURCHASES, REDEMPTIONS AND PRICING OF INTERESTS

The  Separate  Account may  purchase  interests of the Series at their net asset
value.  Interests are purchased  using premiums  received on policies  issued by
JNL. The Separate Account is funded by interests of the Fund.

All investments in the Fund are credited to the interest holder's account in the
form of full and fractional  interests of the designated  Series (rounded to the
nearest 1/1000 of an interest). The Fund does not issue interest certificates.

As stated in the Prospectus,  the net asset value (NAV) of Series'  interests is
determined  once each day on which the New York  Stock  Exchange  (NYSE) is open
(Business  Day) at the close of the  regular  trading  session  of the  Exchange
(normally 4:00 p.m.,  Eastern Time,  Monday through Friday).  The NAV of Series'
interests is not determined on the days the NYSE is closed, which days generally
are New Year's  Day,  Martin  Luther King Jr.  holiday,  President's  Day,  Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

The per  interest NAV of a Series is  determined  by dividing the total value of
the  securities  and other  assets,  less  liabilities,  by the total  number of
interests  outstanding.  In determining NAV,  securities  listed on the national
securities exchanges,  the NASDAQ National Market and foreign markets are valued
at the  closing  prices on such  markets,  or if such price is  lacking  for the
trading period immediately preceding the time of determination,  such securities
are  valued  at their  current  bid  price.  Securities  that are  traded on the
over-the-counter  market  are  valued  at  their  closing  bid  prices.  Foreign
securities and currencies are converted to U.S.  dollars using exchange rates in
effect at the time of  valuation.  A Series will  determine  the market value of
individual  securities  held by it,  by  using  prices  provided  by one or more
professional  pricing  services  which may provide market prices to other funds,
or, as needed, by obtaining market  quotations from independent  broker-dealers.
Short-term  securities  maturing within 60 days are valued on the amortized cost
basis.  Securities  for which  quotations are not readily  available,  and other
assets,  are valued at fair values  determined  in good faith  under  procedures
established by and under the supervision of the Managers.

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed well before the close of business
on each Business Day. In addition,  European and Far Eastern  securities trading
generally  or in a  particular  country or  countries  may not take place on all
Business Days.  Furthermore,  trading takes place in Japanese markets on certain
Saturdays and in various foreign markets on days which are not Business Days and
on which a Series' net asset value is not  calculated.  A Series  calculates net
asset  value  per  interest,  and  therefore  effects  sales,   redemptions  and
repurchases  of its  interests,  as of the close of the NYSE once on each day on
which the NYSE is open. Such calculation  does not take place  contemporaneously
with the  determination  of the prices of the majority of the foreign  portfolio
securities used in such calculation.

The Fund may  suspend  the right of  redemption  for any  Series  only under the
following unusual circumstances:  (a) when the New York Stock Exchange is closed
(other  than  weekends  and  holidays)  or  trading is  restricted;  (b) when an
emergency  exists,  making disposal of portfolio  securities or the valuation of
net  assets not  reasonably  practicable;  or (c)  during  any  period  when the
Securities  and  Exchange  Commission  has by order  permitted a  suspension  of
redemption for the protection of interest holders.

                             ADDITIONAL INFORMATION

DESCRIPTION  OF  SHARES.  The Fund may  issue an  unlimited  number  of full and
fractional  interests of each Series and divide or combine such interests into a
greater or lesser number of interests without thereby changing the proportionate
interests  in  the  Fund.  Each  interest  of  a  Series   represents  an  equal
proportionate  interest  in that  Series  with  each  other  interest.  The Fund
reserves  the right to create  and issue any number of series of  interests.  In
that  case,  the  interests  of each  series  would  participate  equally in the
earnings,  dividends, and assets of the particular Series. Upon liquidation of a
Series,  interest  holders  are  entitled to share pro rata in the net assets of
such Series  available for  distribution  to interest  holders.  Each issued and
outstanding interest in a Series is entitled to participate equally in dividends
and distributions declared by its corresponding Series, and in the net assets of
the  Series  remaining  upon   liquidations  or  dissolution  after  outstanding
liabilities are satisfied.  The interests of each Series, when issued, are fully
paid and nonassessable. They have no preemptive, conversion, cumulative dividend
or similar rights.  They are freely  transferable.  Interests in a Series do not
have cumulative  rights.  This means that owners of more than half of the Fund's
interests  voting for election of Managers can elect all the Managers if they so
choose.  Then,  the  remaining  interest  owners  would not be able to elect any
Managers.

VOTING RIGHTS. Interest holders are entitled to one vote for each interest held.
Interest  holders  may vote on the  election of  Managers  and on other  matters
submitted to meetings of interest  holders.  In regard to  termination,  sale of
assets,  or change of investment  restrictions,  the right to vote is limited to
the holders of interests of the particular Series affected by the proposal. When
a majority  is  required,  it means the  lesser of 67% or more of the  interests
present  at a  meeting  when the  holders  of more  than 50% of the  outstanding
interests  are  present  or  represented  by  proxy,  or  more  than  50% of the
outstanding interests.

SHAREHOLDER  INQUIRIES.  All inquiries  regarding the Fund should be directed to
the Fund at the  telephone  number or  address  shown on the  cover  page of the
Prospectus.

                                   TAX STATUS

The Fund is not a  "regulated  investment  company"  under  Subchapter  M of the
Internal Revenue Code of 1986, as amended (Code).  The Fund nonetheless does not
pay federal income tax on its interest,  dividend  income or capital gains. As a
limited liability company whose interests are sold only to Separate Account, the
Fund is  disregarded  as an entity  for  purposes  of federal  income  taxation.
Jackson National Life, through Separate Account, is treated as owning the assets
of the Series directly and its tax obligations  thereon are computed pursuant to
Subchapter L of the Code (which  governs the  taxation of insurance  companies).
Under current tax law,  interest,  dividend income and capital gains of the Fund
are not taxable to the Fund,  and are not currently  taxable to JNL or to policy
owners, when left to accumulate within a variable annuity policy. Tax disclosure
relating to the variable  annuity  policies that offer the Fund as an investment
alternative is contained in the prospectuses for those policies.

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of segregated  asset accounts that fund contracts such as the
variable  annuity  policies  (that is,  the  assets of the  Series).  Failure to
satisfy those  standards  would result in imposition of Federal  income tax on a
variable  annuity  policy owner with respect to the increase in the value of the
variable  annuity policy.  Section  817(h)(2)  provides that a segregated  asset
account that funds contracts such as the variable annuity policies is treated as
meeting  the  diversification  standards  if, as of the  close of each  calendar
quarter,  the assets in the account meet the diversification  requirements for a
regulated  investment  company and no more than 55% of those  assets  consist of
cash, cash items, U.S.  Government  securities and securities of other regulated
investment companies.

The Treasury  Regulations  amplify the  diversification  standards  set forth in
Section  817(h) and provide an  alternative  to the provision  described  above.
Under  the  regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if (i) no more  than 55% of the  value of the  total  assets of the
portfolio is  represented by any one  investment;  (ii) no more than 70% of such
value is  represented  by any two  investments;  (iii) no more  than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments.  For purposes of these regulations
all securities of the same issuer are treated as a single  investment,  but each
United  States  government  agency  or  instrumentality  shall be  treated  as a
separate issuer.

Each  Series  will be  managed  with  the  intention  of  complying  with  these
diversification requirements. It is possible that, in order to comply with these
requirements, less desirable investment decisions may be made which could affect
the investment performance of a Series.

                              FINANCIAL STATEMENTS

No financial  statements  for the Fund are included in the prospectus or in this
Statement  of  Additional   Information  because  the  Fund  had  not  commenced
operations  as of the  effective  date  of  this  prospectus  and  Statement  of
Additional Information.


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