JNL VARIABLE FUND III LLC
PRES14A, 2000-03-21
Previous: JNL VARIABLE FUND V LLC, PRES14A, 2000-03-21
Next: CPS AUTO GRANTOR TRUST 1998-2, 8-K, 2000-03-21



                                  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:

[X]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)2))
[ ]  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

April __, 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 April ___,
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 December 22, 1999,  there were issued and outstanding the following number
of Interests for each Series:


<TABLE>
<CAPTION>
                                                                                              INTERESTS
                                     SERIES                                                  OUTSTANDING
JNL VARIABLE FUND LLC
<S>                            <C>                                                           <C>
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
JNL/First Trust Communications Sector Series

JNL VARIABLE FUND III LLC
JNL/First Trust The Dow Target 10 Series

JNL VARIABLE FUND V LLC
JNL/First Trust The Dow Target 10 Series
</TABLE>

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:


<TABLE>
<CAPTION>
                                    NAME AND ADDRESS                  AMOUNT OF
                                      OF BENEFICIAL                  BENEFICIAL                   PERCENTAGE OF
           SERIES                         OWNER                       OWNERSHIP                SERIES' INTERESTS
           ------                         -----                       ---------                -----------------
<S>       <C>                      <C>                                <C>                      <C>



</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 nominess.  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:

Name and Age                 Principal Occupations or Employment in Past 5 Years

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
Age: 62                      of Michigan from 1997-1998; Deputy Insurance
                             Commissioner, State of Michigan from 1989-1997

Michelle Engler              First Lady of the State of Michigan from 1991
Age: 42                      to present; Chair, Michigan Community Service
                             Commission from 1991 to present

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 ____ meetings 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.


ANDREW B. HOPPING* (Age 41), 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)

ROBERT A. FRITTS* (Age 51) 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 53) 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)

MARK D. NERUD (Age33) 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  Distributors,  Inc.,  Chief  Operating  Officer (7/97 to
present)
Jackson National Life Distributors,  Inc., Vice Present and Assistant  Treasurer
(1/98 to present)
Jackson  National Life Insurance  Company,  Vice  President - Fund  Accounting &
Administration (1/00 to present)
Jackson National Life Insurance Company,  Assistant Vice President - Mutual Fund
Operations (5/97 to 12/99)
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)

SUSAN MIN (Age 28) 5901 Executive Drive, Lansing, MI 48911
Assistant  Secretary of the Fund and each of the other funds in the Fund Complex
Jackson National Financial
Services, LLC, Secretary (1/00 to present)
Jackson National Life Insurance Company, Senior Attorney (1/00 to present)
Goldman, Sachs & Co., Associates (10/99 to 12/99)
Van Eck Associates Corporation, Staff Attorney (9/97 to 10/99)

*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.



                                  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 SEC,  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: April ___, 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:


__________________________________







_____________________ SERIES ("Series")


             INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
                   FOR THE SPECIAL MEETING OF INTEREST HOLDERS OF
                  JNL VARIABLE FUND LLC 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 JNL Variable
Fund LLC (the "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 SHARES 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 ABOVE.)



                    IMPORTANT: Please sign on the reverse side.




                                      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")


             INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
                   FOR THE SPECIAL MEETING OF INTEREST HOLDERS OF
                  JNL VARIABLE FUND III LLC 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 JNL Variable
Fund III LLC (the  "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 SHARES 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 ABOVE.)



                    IMPORTANT: Please sign on the reverse side.







                                      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


- ------------------------------
(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")


             INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
                   FOR THE SPECIAL MEETING OF INTEREST HOLDERS OF
                  JNL VARIABLE FUND V LLC 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 JNL Variable
Fund V LLC (the  "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 SHARES 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 ABOVE.)



                    IMPORTANT: Please sign on the reverse side.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission