SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JNL VARIABLE FUND LLC
JNL VARIABLE FUND III LLC
JNL VARIABLE FUND V LLC
______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
JNL (R) VARIABLE FUND LLC
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
JNL VARIABLE FUND III LLC
JNL/First Trust The Dow(sm) Target 10 Series
JNL VARIABLE FUND V LLC
JNL/First Trust The Dow(sm) Target 10 Series
225 West Wacker Drive
Suite 1200
Chicago, Illinois 60606
NOTICE OF JOINT SPECIAL MEETING OF INTEREST HOLDERS
TO BE HELD ON APRIL 20, 2000
NOTICE IS HEREBY GIVEN that a Joint Special Meeting of interest holders of
JNL/First Trust The Dow Target 5 Series, JNL/First Trust The Dow Target 10
Series, JNL/First Trust The S&P 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 and JNL/First Trust Communications Sector Series of JNL VARIABLE
FUND LLC, JNL/First Trust The Dow Target 10 Series of JNL VARIABLE FUND III LLC
and JNL/First Trust The Dow Target 10 Series of JNL VARIABLE FUND V LLC will be
held in the offices of the Funds' investment adviser, Jackson National Financial
Services, LLC, located at 5901 Executive Drive, Lansing, Michigan 48911 on April
20, 2000 at 11:00 a.m., local time. The purpose of the Meeting is to consider
and act upon the following proposals and to transact such other business as may
properly come before the Meeting or any adjournments thereof:
1. To elect three Managers to serve until their respective successors are
elected and have qualified
2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Only interest holders of record at the close of business on February 25, 2000,
the record date for this Meeting, shall be entitled to notice of, and to vote
at, the Meeting or any adjournment thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR VOTING INSTRUCTIONS CARD PROMPTLY.
By Order of the Board of Managers,
THOMAS J. MEYER
Secretary
March 31, 2000
Lansing, Michigan
THE ANNUAL REPORT TO INTEREST HOLDERS OF EACH OF JNL(R) VARIABLE FUND LLC AND
JNL VARIABLE FUND III LLC, WHICH INCLUDE AUDITED FINANCIAL STATEMENTS OF EACH
RESPECTIVE FUND AS OF DECEMBER 31, 1999, MAY BE OBTAINED WITHOUT CHARGE BY
CALLING (800) 766-4683 OR WRITING TO THE JNL VARIABLE FUND LLC SERVICE CENTER,
P.O. BOX 378002, DENVER, COLORADO 80237-8002. JNL VARIABLE FUND V LLC HAS NO
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1999 IN THAT IT COMMENCED
INVESTMENT OPERATIONS AFTER THAT DATE.
JNL (R) VARIABLE FUND LLC
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
JNL VARIABLE FUND III LLC
JNL/First Trust The Dow(sm) Target 10 Series
JNL VARIABLE FUND V LLC
JNL/First Trust The Dow(sm) Target 10 Series
225 West Wacker Drive
Suite 1200
Chicago, Illinois 60606
PROXY STATEMENT
SPECIAL MEETING OF INTEREST HOLDERS
APRIL 20, 2000
This joint proxy statement is furnished in connection with the solicitation by
the Board of Managers (the "Managers" or "Board") of JNL Variable Fund LLC, JNL
Variable Fund III LLC and JNL Variable Fund V LLC (together, the "Funds") of
proxies to be voted at a joint special Meeting of holders of interest ("Interest
holders") of JNL/First Trust The Dow Target 5 Series, JNL/First Trust The Dow
Target 10 Series, JNL/First Trust The S&P 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 and JNL/First Trust Communications Sector Series of JNL VARIABLE
FUND LLC, JNL/First Trust The Dow Target 10 Series of JNL VARIABLE FUND III LLC
and JNL/First Trust The Dow Target 10 Series of JNL VARIABLE FUND V LLC
(collectively referred to herein as the "Series"), to be held on April 20, 2000,
at 11:00 a.m., local time, in the offices of the Funds' investment adviser,
Jackson National Financial Services, LLC (the "Adviser"), 5901 Executive Drive,
Lansing, Michigan 48911, and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Joint Special Meeting of Interest Holders
(the "Notice").
The Notice, this Proxy Statement and the accompanying voting instructions cards
were first mailed to variable annuity contract owners on or about March 31,
2000.
The Board of Managers of each Fund has determined that the use of this joint
Proxy Statement for each Fund is in the best interest of each Fund and its
investors in light of the same matters being considered and voted on by the
Interest holders. The cost of preparing, printing and mailing the Notice, Proxy
Statement, and accompanying voting instructions card, and all other costs in
connection with the solicitation of proxies will be paid by the Adviser or an
affiliate thereof. In addition to the mailing of these proxy materials, proxies
may be solicited by letter, telephone or electronic means such as e-mail, or in
person by an officer of the Fund, by officers or employees of the Adviser or
officers, agents or employees of Jackson National Life Insurance Company
("Jackson National").
VOTING INSTRUCTIONS
Each Fund is organized as a Delaware limited liability company and, as such,
does not issue shares of stock. Instead, ownership rights are contained in
membership interests (the "Interests"). Interests of the Series are sold only to
separate accounts of Jackson National to fund the benefits of variable annuity
contracts issued by Jackson National. Although Jackson National, through its
separate accounts, legally owns all of the Interests of each Series of the
Funds, Jackson National will vote all such Interests in accordance with the
voting instructions timely given by the owners ("Contract owners") of the
contracts with assets invested in a Series of the Fund. Because Contract owners
are indirectly invested in one or more Series through their contracts and have
the right to instruct Jackson National how to vote Interests of these Series on
all matters requiring a vote of Interest holders, Contract owners should
consider themselves Interest holders for purposes of this Proxy Statement.
Contract owners at the close of business on February 25, 2000 (the "record
date") will be entitled to notice of the Meeting and to instruct Jackson
National how to vote at the Meeting or any adjourned session.
Contract owners may use the voting instructions card as a ballot to give Jackson
National the voting instructions for those Interests attributable to their
contracts as of the record date. When the Contract owner completes the voting
instructions card and sends it to Jackson National, Jackson National votes the
Interests attributable to the variable annuity contract of the Contract owner in
accordance with the Contract owner's instructions. If the Contract owner merely
signs and returns the form, Jackson National will vote those Interests in favor
of the proposal. If the Contract owner does not return the form, Jackson
National will vote those Interests in the same proportion as shares for which
instructions were received from other Contract owners. Jackson National has
fixed the close of business on April 17, 2000 as the last day on which voting
instructions will be accepted.
Any authorized voting instructions will be valid for any adjournment of the
Meeting. If the management of the Funds receives an insufficient number of votes
to approve the proposals, the Meeting may be adjourned to permit the
solicitation of additional votes. Those persons named as proxies in the voting
instructions have the discretion to vote for any such adjournment. The approval
of the proposal depends upon whether a sufficient number of votes is cast for
the proposal. Accordingly, an instruction to abstain from voting on any proposal
has the same practical effect as an instruction to vote against the proposal.
Any person giving voting instructions may revoke them at any time prior to
exercising them by submitting to the Secretary of the Fund, a superseding voting
instruction card or written notice of revocation. Only the Contract owner
executing the voting instructions can revoke them. Jackson National will vote
the Interests of the Series of the Funds in accordance with all properly
executed and unrevoked voting instructions.
OUTSTANDING INTERESTS
As of February 25, 2000, there were issued and outstanding the following number
of Interests for each Series:
INTERESTS
SERIES OUTSTANDING
- ------ -----------
JNL VARIABLE FUND LLC
JNL/First Trust The Dow Target 5 Series 610,112.058
JNL/First Trust The Dow Target 10 Series 1,253,308.132
JNL/First Trust The S&P Target 10 Series 1,201,449.148
JNL/First Trust Global Target 15 Series 374,010.918
JNL/First Trust Target 25 Series 314,933.783
JNL/First Trust Target Small-Cap Series 285,815.982
JNL/First Trust Technology Sector Series 796,503.011
JNL/First Trust Pharmaceutical/Healthcare Sector Series 631,541.694
JNL/First Trust Financial Sector Series 420,554.865
JNL/First Trust Energy Sector Series 107,471.503
JNL/First Trust Leading Brands Sector Series 239,210.876
JNL/First Trust Communications Sector Series 536,673.108
JNL VARIABLE FUND III LLC
JNL/First Trust The Dow Target 10 Series 134,506.923
JNL VARIABLE FUND V LLC
JNL/First Trust The Dow Target 10 Series 146,762.390
To the knowledge of the Funds, as of February 25, 2000, the following Contract
owners were known to own beneficially more than 5% of the Interests of each
Series listed:
Amount of Percentage
Name and Address Beneficial of Series'
Series of Beneficial Owner Ownership Interests
- ------ ------------------- --------- ---------
<TABLE>
<CAPTION>
JNL VARIABLE FUND LLC
<S> <C> <C> <C>
JNL/First Trust The Dow Target 5 Series Douglas R. Block 38,626.05 6.33
8401 73rd Avenue N. #39
Brooklyn Park, MN 55428
JNL/First Trust Global Target 15 Series Trust Company of the South 21,616.80 5.78
FBO Joyce D. Hren CRUT IRR TST
3041 S. Church Street
Burlington, NC 27215
JNL/First Trust Energy Sector Series Douglas R. Block 5,836.49 5.43
8401 73rd Avenue N. #39
Brooklyn Park, MN 55428
JNL VARIABLE FUND III LLC
JNL/First Trust The Dow Target 10 Series Rodney R. Beck Living Trust 29,493.06 21.93
Dated 12/5/94
9475 E. Mariposa Grande
Scottsdale, AZ 85255
Stacey Beck Living Trust 29,493.06 21.93
Dated 12/15/94
9475 E. Mariposa Grande
Scottsdale, AZ 85255
Juanita Brogdon 11,595.87 10.15
715 Harrison
Taft, CA 93268
JNL VARIABLE FUND V LLC
JNL/First Trust The Dow Target 10 Series Mary Kay Krause 9,001.35 6.11
3128 N. Mistwood Lane
Appleton, WI 54914
</TABLE>
As of February 25, 2000, the Managers and officers of the Funds, in the
aggregate, beneficially owned under variable annuity contracts less than 1% of
the Interests of each Series.
Each Series of each Fund has only one Interest holder. The sole Interest holder
of each Series of the JNL Variable Fund LLC is Jackson National Separate Account
I, the sole Interest holder of The Dow Target 10 Series of JNL Variable Fund III
LLC is Jackson National Separate Account III and the sole Interest holder of The
Dow Target 10 Series of JNL Variable Fund V LLC is Jackson National Separate
Account V.
For the Interest holders to approve the proposal described in this proxy for a
Fund, the proposal must receive the favorable vote of a majority of the
outstanding voting Interests of the Fund.
Interests beneficially held by Contract owners present in person or proxy at the
Meeting will be counted for the purpose of calculating the votes cast on the
issue before the Meeting.
Each Interest in a Series is entitled to one vote and fractional votes will be
counted. The number of Interests of a Series attributable to each owner of a
contract is determined by dividing, as of the record date, the value of the
accumulation units under the contract in the corresponding investment option by
the net asset value of one Interest of the applicable Series.
PROPOSAL 1. ELECTION OF MANAGERS
Each Fund may, but is not required to, hold annual meetings of Interest holders
for the election of Managers. The three individuals named in the table below
have been nominated for election as Managers, each to hold office until his or
her successor is duly elected and has qualified. None of the nominees is
currently a Manager of any Fund.
At a Board meeting of each of the Funds held on February 10, 2000, each Board
approved resolutions calling for this Special Meeting of Interest holders for
the purpose of electing the nominees. The three current independent Managers
intend to submit their resignations to take effect upon the election and
installation of their successors.
An Interest holder using the enclosed voting instruction card may authorize the
proxies to vote for all or any of the nominees or may withhold from the proxies
authority to vote for all or any of the nominees. Each of the nominees has
consented to his or her nomination and has agreed to serve if elected. If, for
any reason, any nominee should not be available for election or be able to serve
as a Manager, the proxies will exercise their voting power in favor of such
substitute nominee, if any, as each Fund's Board of Managers may designate. The
Funds have no reason to believe that it will be necessary to designate a
substitute nominee. In the event a vacancy occurs on the Board by reason of
death, resignation or a reason other than removal by the Interest holders, the
remaining Managers shall appoint a person to fill the vacancy for the entire
unexpired term.
When an investment company does not hold regular annual meetings, it is a
requirement under the Investment Company Act of 1940 ("1940 Act") that holders
of record of not less than two-thirds of the outstanding shares of the
investment company may file a declaration in writing or may vote at a special
meeting of Interest holders for the purpose of removing a Manager. The Board
will be required to promptly call a special meeting of Interest holders for the
purpose of voting upon the question of removal of any such Manager(s) when
required to do so by the record holders of not less than 10% of the total
outstanding shares of each Fund. In addition, the Board will comply with the
requirements of Section 16(c) of the 1940 Act with respect to communications
with Interest holders.
The following is a list of the names, ages and principal occupations of the
nominees for the Board:
<TABLE>
<CAPTION>
Name and Age Principal Occupations or Employment in Past 5 Years
- ----------------------------------------------------------- --------------------------------------------------------
<S> <C>
Michael J. Bouchard Sheriff, Oakland County, Michigan, January 1999 to
Age: 43 present; State Senator, State of Michigan from June
1991 to January 1999
Dominic A. D'Annunzio Retired; formerly State Insurance Commissioner of
Age: 62 Michigan from 1997 -1998; Deputy Insurance
Commissioner, State of Michigan from 1989 - 1997
Michelle Engler First Lady of the State of Michigan from 1991 to
Age: 42 present; Chair, Michigan Community Service Commission
from 1991 to present
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
Managers who are "interested persons" under the 1940 Act receive no compensation
from the Fund but receive compensation from the Adviser pursuant to an
administration agreement between the Fund and the Adviser. Disinterested
Managers will be paid $5,000 for each meeting of a Fund. Each nominee, if
elected, will be a Disinterested Manager.
During the last fiscal year, each Fund's Board held four meetings. It is
management's intention to have the Board of Managers appoint a new Audit
Committee for each Fund at each Fund's next Board meeting scheduled for May,
2000, after the election of the nominees. The current Audit Committee held one
meeting during the previous fiscal year. The Audit Committee makes
recommendations to the Board concerning the selection of each Fund's independent
accountants and reviews with such accountants the scope and results of each
Fund's annual audit. The Funds do not have standing nominating or compensation
committees of the Boards.
The officers of the Funds serve for one year or until their respective
successors are chosen and qualified. The Fund's officers currently receive no
compensation from the Fund but are also officers of Jackson National Financial
Services, LLC and certain of its affiliates and receive compensation in such
capacities.
The following sets forth certain information concerning the current principal
executive officers of the Funds and Managers of the Funds who are "interested
persons" of the Funds under the 1940 Act.
<TABLE>
<CAPTION>
Name and Age Positions and Offices
with Fund Other Principal Occupations in Past 5 Years
- ------------------------------- -------------------------------------- ---------------------------------------------
<S> <C> <C>
Andrew B. Hopping* Member of the Board of Managers of President and Managing Board Member,
Age: 41 the Fund and each of the other funds Jackson National Financial Services, LLC,
in the Fund Complex**; March 1998 to present; Executive Vice
President and Chief Executive President, Jackson National Life Insurance
Officer of the Fund and each of the Company, July 1998 to present; Chief
other funds in the Fund Complex Financial Officer, Jackson National Life
Insurance Company, December 1997 to
present; Senior Vice President, Jackson
National Life Insurance Company, June 1994
to July 1998; Vice President, National
Planning corporation, May 1998 to July
1998; Director, National Planning
Corporation, June 1997 to present;
President and Chief Executive Officer,
Jackson National Financial Services, Inc.,
July 1997 to May 1998; Vice President,
Chief Financial Officer and Treasurer, JNL
Series Trust, August 1996 to August 1997;
Executive Vice President, Countrywide
Credit, March 1992 to June 1994.
Robert A. Fritts* Member of the Board of Managers of Vice President and Controller, Jackson
Age: 51 the Fund and each of the other funds National Life Insurance Company, August
in the Fund Complex; Vice President, 1982 to present;
Treasurer and Chief Financial Assistant Treasurer, JNL Series Trust,
Officer of the Fund and each of the February 1996 to August 1997; Assistant
other funds in the Fund Complex Secretary, JNL Series Trust, December 1994
to February 1996.
Thomas J. Meyer Vice President, Secretary and Senior Vice President, Jackson National
Age: 53 Counsel of the Fund and each of the Life Insurance Company, July 1998 to
other funds in the Fund Complex present; Secretary, Jackson National Life
Insurance Company, September 1994 to
present; General Counsel, Jackson National
Life Insurance Company, March 1985 to
present; Vice President, Jackson National
Life Insurance Company, March 1985 to July
1998.
Mark D. Nerud Vice President and Assistant Chief Financial Officer, Jackson National
Age: 33 Treasurer of the Fund and each of Financial Services, LLC, March 1998 to
the other funds in the Fund Complex present; Managing Board Member, Jackson
National Financial Services, LLC, March
1998 to present; Vice President, National
Planning Corporation, May 1998 to present;
Director, Jackson National Financial
Services, Inc., January 1998 to May 1998;
Chief Operating Officer, Jackson National
Financial Services, Inc., June 1997 to May
1998; Treasurer, Jackson National Financial
Services, Inc., June 1997 to May 1998;
Chief Operating Officer, Jackson National
Life Distributors, Inc., July 1997 to
present; Vice President and Assistant
Treasurer, Jackson National Life
Distributors, Inc., January 1998 to
present; Vice President - Fund Accounting
& Administration, Jackson National Life
Insurance Company, January 2000 to present;
Assistant Vice President - Mutual Fund
Operations, Jackson National Life Insurance
Company, May 1997 to December 1999;
Assistant Vice President, Jackson National
Life Insurance Company, October 1996 to
April 1997; Assistant Controller, Jackson
National Life Insurance Company, October
1996 to April 1997; Senior Manager - Mutual
Fund Operations, Jackson National Life
Insurance Company, April 1996 to October
1996; Manager - Mutual Fund Accounting,
Voyageur Asset Management Company, May 1993
to April 1996.
Susan Min Assistant Secretary of the Fund and Secretary, Jackson National Financial
Age: 28 each of the other funds in the Fund Services, LLC, Senior Attorney, Jackson
Complex National Life Insurance Company, January
2000 to present; Associate, Goldman Sachs &
Co., October 1999 to December 1999; Staff
Attorney, Van Eck Associates Corporation,
September 1997 to October 1999.
- ------------------------------- -------------------------------------- ---------------------------------------------
<FN>
* Managers who are interested persons as defined in the 1940 Act.
** 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.
</FN>
</TABLE>
REQUIRED VOTE
An affirmative vote of a majority of the Interests, present in person or
represented by proxy at the Meeting is required to elect the nominees. It is the
intention of the persons named in the enclosed proxy to vote the Interests
represented by them for the election of the nominees listed above unless the
proxy is marked otherwise.
THE BOARD OF MANAGERS RECOMMENDS A VOTE "IN FAVOR" OF THE NOMINEES FOR THE BOARD
OF MANAGERS LISTED IN THIS PROXY STATEMENT.
OTHER BUSINESS
Management does not intend to present and does not have reason to believe that
others will present any other items of business at the Meeting. However, if
other matters are properly presented to the Meeting for a vote, the proxies will
be voted upon such matters in accordance with the judgment of the persons acting
under the proxies.
The Funds are not required to hold and will not ordinarily hold annual Interest
holders' meetings.
Pursuant to rules adopted by the Securities and Exchange Commission, an Interest
holder may include in proxy statements relating to annual and other meetings of
the Interest holders of a Fund certain proposals for action by Interest holders
which he or she intends to introduce at such meetings; provided, among other
things, that any such proposal must be received by the Fund a reasonable time
before a solicitation of proxies is made for such meeting. Timely submission of
a proposal does not necessarily mean that the proposal will be included.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED VOTING INSTRUCTIONS CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
Thomas J. Meyer
Secretary
Dated: March 31, 2000
Lansing, Michigan
PROXY
[___________ SERIES]
OF
JNL VARIABLE FUND LLC
SPECIAL MEETING OF INTEREST HOLDERS
APRIL 20, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned interest holder(s) of
the ______________Series of JNL Variable Fund LLC ("Fund"), hereby appoints
_______________________, or any one of them true and lawful attorneys, with
power of substitution of each, to vote all interests which the undersigned is
entitled to vote, at the Special Meeting of Interest Holders of the Fund to be
held at the offices of Jackson National Financial Services, LLC, 5901 Executive
Drive, Lansing, Michigan 48911 on April 20, 2000, at 11:00 a.m., local time, and
at any adjournment thereof ("Meeting"), as follows:
IN FAVOR
For all nominees
listed (except as WITHHOLD
marked to the contrary) AUTHORITY
----------------------- -----------
1. To elect three Managers to
serve until their respective [ ] [ ]
successors are elected and
have qualified: Michael J.
Bouchard, Dominic A.
D'Annunzio and Michelle
Engler
- ------------------------------
(INSTRUCTION: TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S) WRITE THE NAME(S) ON THE
LINE PROVIDED ABOVE.)
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 2000
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
____________________________ SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Interests in this Series:
______ SEPARATE ACCOUNT
__________________________________
_________________________________
__________________________________
TOTAL INTERESTS OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
[___________ SERIES]
OF
JNL VARIABLE FUND III LLC
SPECIAL MEETING OF INTEREST HOLDERS
APRIL 20, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned interest holder(s) of
the ______________Series of JNL Variable Fund III LLC ("Fund"), hereby appoints
_______________________, or any one of them true and lawful attorneys, with
power of substitution of each, to vote all interests which the undersigned is
entitled to vote, at the Special Meeting of Interest Holders of the Fund to be
held at the offices of Jackson National Financial Services, LLC, 5901 Executive
Drive, Lansing, Michigan 48911 on April 20, 2000, at 11:00 a.m., local time, and
at any adjournment thereof ("Meeting"), as follows:
IN FAVOR
For all nominees
listed (except as WITHHOLD
marked to the contrary) AUTHORITY
----------------------- -----------
1. To elect three Managers to
serve until their respective [ ] [ ]
successors are elected and
have qualified: Michael J.
Bouchard, Dominic A.
D'Annunzio and Michelle
Engler
- ------------------------------
(INSTRUCTION: TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S) WRITE THE NAME(S) ON THE
LINE PROVIDED ABOVE.)
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 2000
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
____________________________ SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Interests in this Series:
______ SEPARATE ACCOUNT
__________________________________
_________________________________
__________________________________
TOTAL INTERESTS OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
_____________________ SERIES ("Series")
PROXY
[___________ SERIES]
OF
JNL VARIABLE FUND V LLC
SPECIAL MEETING OF INTEREST HOLDERS
APRIL 20, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned interest holder(s) of
the ________________Series of JNL Variable Fund V LLC ("Fund"), hereby appoints
_______________________, or any one of them true and lawful attorneys, with
power of substitution of each, to vote all interests which the undersigned is
entitled to vote, at the Special Meeting of Interest Holders of the Fund to be
held at the offices of Jackson National Financial Services, LLC, 5901 Executive
Drive, Lansing, Michigan 48911 on April 20, 2000, at 11:00 a.m., local time, and
at any adjournment thereof ("Meeting"), as follows:
IN FAVOR
For all nominees
listed (except as WITHHOLD
marked to the contrary) AUTHORITY
----------------------- -----------
1. To elect three Managers to
serve until their respective [ ] [ ]
successors are elected and
have qualified: Michael J.
Bouchard, Dominic A.
D'Annunzio and Michelle
Engler
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(INSTRUCTION: TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S) WRITE THE NAME(S) ON THE
LINE PROVIDED ABOVE.)
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 2000
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
____________________________ SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Interests in this Series:
______ SEPARATE ACCOUNT
__________________________________
_________________________________
__________________________________
TOTAL INTERESTS OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
____________________ FUND ("Fund")
_____________________ SERIES ("Series")
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF INTEREST HOLDERS
TO BE HELD ON APRIL 20, 2000
INSTRUCTIONS SOLICITED ON BEHALF OF
JACKSON NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Jackson National Life Insurance Company (the
"Company") to vote all interests of the above-referenced Series of the
above-referenced Fund represented by units held by the undersigned at a special
meeting of interest holders of the Fund to be held at 11:00 a.m., local time, on
April 20, 2000, at the offices of JNL Financial Services, LLC, 5901 Executive
Drive, Lansing, Michigan and at any adjournment thereof, as indicated on the
reverse side.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing as
attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please sign
the partnership name and your name and title. Joint owners should each sign this
proxy. Please sign, date and return.
Dated:______________________________________, 2000
__________________________________________________
Signature(s)
INSTRUCTIONS SOLICITED ON BEHALF OF JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY WILL VOTE INTERESTS HELD ON BEHALF OF
THE CONTRACT OWNER AS INDICATED BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION CARD IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE THE INTERESTS IN THE
SAME PROPORTION AS IT VOTES THE INTERESTS FOR WHICH IT HAS RECEIVED
INSTRUCTIONS.
Please vote by filling in the box below.
IN FAVOR
For all nominees
listed (except as WITHHOLD
marked to the contrary) AUTHORITY
----------------------- -----------
1. To elect three Managers to
serve until their respective [ ] [ ]
successors are elected and
have qualified: Michael J.
Bouchard, Dominic A.
D'Annunzio and Michelle
Engler
(INSTRUCTION: TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S) WRITE THE NAME(S) ON THE
LINE PROVIDED BELOW.)
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IMPORTANT: Please sign on the reverse side.
