JNL SERIES TRUST, 485APOS, 1996-07-01

JNL SERIES TRUST
485APOS, 1996-07-01

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<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1996

1933 ACT REGISTRATION NO. 33-87244
1940 ACT REGISTRATION NO. 811-8894
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM N-1A
------------------------
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 6 /X/

AND/OR

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 7 /X/

JNL SERIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

5901 EXECUTIVE DRIVE, LANSING, MICHIGAN 48911
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 394-3400

<TABLE>
<S> <C>
THOMAS J. MEYER, ESQ. WITH A COPY TO:
JNL SERIES TRUST
VICE PRESIDENT & COUNSEL BLAZZARD, GRODD & HASENAUER P.C.
5901 EXECUTIVE DRIVE P.O. BOX 5108
LANSING, MICHIGAN 48911 WESTPORT, CONNECTICUT 06881
</TABLE>

(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

It is proposed that this filing will become effective (Check appropriate
box)

<TABLE>
<S> <C>
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/X/ on September 16, 1996 pursuant to paragraph (a)(2) of Rule 485.
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
</TABLE>

Declaration Pursuant to Rule 24f-2

The Registrant has registered an indefinite number of securities in
accordance with Rule 24f-2 under the Investment Company Act of 1940.
Registrant's Rule 24f-2 notice for its fiscal year ended March 31, 1996, was
filed on or about May 30, 1996.

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- --------------------------------------------------------------------------------
<PAGE> 2

JNL SERIES TRUST

CROSS-REFERENCE SHEET
(as required by Rule 495)

<TABLE>
<CAPTION>
CAPTION IN PROSPECTUS OR STATEMENT OF
N-1A ITEM NO. ADDITIONAL INFORMATION RELATING TO EACH SERIES
- ------------------------------------------------------------ -----------------------------------------------
<S> <C> <C>
PART A
- ---------- PROSPECTUS
-----------------------------------------------
Item 1. Cover Page..................................... Front Cover Page
Item 2. Synopsis....................................... Trust Expenses
Item 3. Financial Highlights........................... Financial Highlights; Performance Advertising
for the Series
Item 4. General Description of Registrant.............. Front Cover Page; Investment Objectives and
Policies; Common Types of Securities and
Management Practices
Item 5. Management of the Fund......................... Management of the Trust
Item 5A Management's Discussion of Fund Performance.... Not Applicable
Item 6. Capital Stock and Other Securities............. Additional Information; Performance Advertising
for the Series
Item 7. Purchase of Securities Being Offered........... Investment in Trust Shares; Share Redemption
Item 8. Redemption or Repurchase....................... Share Redemption
Item 9. Pending Legal Proceedings...................... Not Applicable
PART B
- ---------- STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------------------
Item 10. Cover Page..................................... Front Cover Page
Item 11. Table of Contents.............................. Table of Contents
Item 12. General Information and History................ General Information and History
Item 13. Investment Objectives and Policies............. Investment Restrictions Applicable to All
Series; Common Types of Securities
Item 14. Management of the Fund......................... Trustees and Officers of the Trust
Item 15. Control Persons and Principal Holders of
Securities................................... Trustees and Officers of the Trust
Item 16. Investment Advisory and Other Services......... Investment Adviser and Other Services
Item 17. Brokerage Allocation and Other Practices....... Investment Adviser and Other Services
Item 18. Capital Stock and Other Securities............. Additional Information
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered................................ Purchases, Redemptions and Pricing of Shares
Item 20. Tax Status..................................... Tax Status
Item 21. Underwriters................................... Not Applicable
Item 22. Calculation of Performance Data................ Performance
Item 23. Financial Statements........................... Financial Statements
PART C
- ----------
</TABLE>
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Amendment to Registration
Statement.

<PAGE> 3

JNL(R) SERIES TRUST

SEPTEMBER 16, 1996

<PAGE> 4

PROSPECTUS

September 16, 1996

JNL(R) SERIES TRUST
- --------------------------------------------------------------------------------
5901 Executive Drive - Lansing, Michigan 48911

JNL Series Trust ("Trust") is an open-end management investment company
organized under the laws of Massachusetts, by a Declaration of Trust, dated June
1, 1994. The Trust currently offers shares in sixteen (16) separate Series,
each with its own investment objective. The shares of the Trust are sold
primarily to life insurance company separate accounts to fund the benefits of
variable insurance and annuity policies.

JNL AGGRESSIVE GROWTH SERIES is a non-diversified Series that seeks as its
investment objective long-term growth of capital by investing primarily in
common stocks of issuers of any size, including larger, well-established
companies and smaller, emerging growth companies.

JNL CAPITAL GROWTH SERIES is a non-diversified Series that seeks as its
investment objective long-term growth of capital by emphasizing investments in
common stocks of medium-sized companies. Although the Series expects to
emphasize such securities, it may also invest in smaller or larger companies.

JNL GLOBAL EQUITIES SERIES seeks as its investment objective long-term
growth of capital by investing primarily in common stocks of foreign and
domestic issuers of any size. This Series normally invests in issuers from at
least five different countries including the United States.

JNL/ALGER GROWTH SERIES seeks as its investment objective long-term capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities, primarily of companies with total market capitalization of $1
billion or greater.

JNL/EAGLE CORE EQUITY SERIES seeks as its investment objective long-term
capital appreciation and, secondarily, current income by investing primarily in
a diversified portfolio of common stocks which the sub-adviser believes offers
above-average potential for long-term capital appreciation.

JNL/EAGLE SMALLCAP EQUITY SERIES seeks as its investment objective
long-term capital appreciation by investing primarily in equity securities of
smaller companies which the sub-adviser believes offer potential for rapid
growth.

JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES seeks as its investment
objective reasonable income, long-term capital growth and preservation of
capital. It is intended that this Series will invest in common stocks and fixed
income securities, with emphasis on income-producing securities which appear to
have some potential for capital enhancement.

JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES seeks as its investment
objective long-term appreciation of capital. Since income is not an objective,
any income generated by the investment of this Series' assets will be incidental
to its objective. It is intended that this Series will invest primarily in the
common stocks of companies believed by the sub-adviser to have appreciation
potential.

PPM AMERICA/JNL HIGH YIELD BOND SERIES seeks as its investment objective a
high level of current income; its secondary investment objective is capital
appreciation by investing in fixed income securities, with emphasis on higher-
yielding, higher-risk, lower-rated or unrated corporate bonds.

PPM AMERICA/JNL MONEY MARKET SERIES seeks as its investment objective as
high a level of current income as is consistent with the preservation of capital
and maintenance of liquidity by investing in high-quality, short-term money
market instruments.

PPM AMERICA/JNL VALUE EQUITY SERIES seeks as its investment objective a
high total return by investing in common stocks which the sub-adviser believes
to be undervalued relative to the stock market in general at the time of
purchase.

1
<PAGE> 5

SALOMON BROTHERS/JNL GLOBAL BOND SERIES seeks as its investment objective a
high level of current income. As a secondary objective, the Series will seek
capital appreciation. The Series seeks to achieve its objectives by investing in
a globally diverse portfolio of fixed income investments and by giving the
sub-adviser broad discretion to deploy the Series' assets among certain segments
of the fixed income market that the sub-adviser believes will best contribute to
achievement of the Series' investment objectives. In pursuing its investment
objectives, the Series reserves the right to invest predominantly in securities
rated in medium or lower rating categories or as determined by the sub-adviser
to be of comparable quality. Although the Series has the ability to invest up to
100% of the Series' assets in lower-rated securities, the Series' sub-adviser
does not anticipate investing in excess of 75% of the Series' assets in such
securities.

SALOMON BROTHERS/JNL U.S. GOVERNMENT & QUALITY BOND SERIES seeks as its
investment objective a high level of current income, by investing primarily in
debt obligations and mortgage-backed securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities including collateralized mortgage
obligations backed by such securities. The Series may also invest a portion of
its assets in investment-grade bonds.

T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES seeks as its investment
objective long-term growth of capital and increasing dividend income through
investment primarily in common stocks of well-established growth companies.

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES seeks as its
investment objective long-term growth of capital through investments primarily
in common stocks of established, non-U.S. companies.

T. ROWE PRICE/JNL MID-CAP GROWTH SERIES seeks as its investment objective
long-term growth of capital by investing primarily in the common stock of
companies with medium-sized market capitalizations ("mid-cap") and the potential
for above average growth.

As a result of the market risk inherent in any investment, there is no
assurance that the investment objective of any of the Series will be realized.
Investments in a Series are neither insured nor guaranteed by the U.S.
Government or any other entity or person, and there can be no assurance that the
PPM America/JNL Money Market Series will be able to maintain a stable net asset
value of $1.00 per share.

THE PPM AMERICA/JNL HIGH YIELD BOND SERIES INVESTS PREDOMINANTLY IN, AND
THE JNL AGGRESSIVE GROWTH SERIES, JNL CAPITAL GROWTH SERIES, JNL GLOBAL EQUITIES
SERIES, JNL/EAGLE CORE EQUITY SERIES, JNL/EAGLE SMALLCAP EQUITY SERIES,
JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES AND SALOMON BROTHERS/JNL GLOBAL
BOND SERIES MAY INVEST IN, HIGH YIELD, HIGH RISK BONDS. BONDS OF THIS TYPE ARE
TYPICALLY SUBJECT TO GREATER MARKET FLUCTUATIONS AND RISK OF LOSS OF INCOME AND
PRINCIPAL DUE TO DEFAULT BY THE ISSUER THAN ARE INVESTMENTS IN LOWER YIELDING,
HIGHER RATED BONDS. (SEE INVESTMENT RISKS SECTION OF PROSPECTUS.)

This Prospectus provides you with the basic information you should know
before investing in the Series. You should read it and keep it for future
reference. A Statement of Additional Information, dated September 16, 1996, has
been filed with the Securities and Exchange Commission. You can obtain a copy
without charge by calling (800) 322-8257, or writing the JNL Series Trust
Service Center, P.O. Box 25127, Lansing, MI 48909.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------

THE STATEMENT OF ADDITIONAL INFORMATION, DATED SEPTEMBER 16, 1996, IS
INCORPORATED HEREIN BY REFERENCE.

2
<PAGE> 6

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

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TOPIC PAGE
- ------------------------------------------------------------------------------------------------ ----
<S> <C>
TRUST EXPENSES.................................................................................. 4
FINANCIAL HIGHLIGHTS............................................................................ 6
INVESTMENT OBJECTIVES AND POLICIES.............................................................. 8
MANAGEMENT OF THE TRUST......................................................................... 29
INVESTMENT IN TRUST SHARES...................................................................... 35
ADDITIONAL INFORMATION.......................................................................... 35
TAX STATUS...................................................................................... 37
</TABLE>

3
<PAGE> 7

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

TRUST EXPENSES
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
MAXIMUM SALES LOAD IMPOSED ON PURCHASES NONE
MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS NONE
DEFERRED SALES LOAD NONE
REDEMPTION FEES NONE
EXCHANGE FEE NONE
</TABLE>

ANNUAL SERIES OPERATING EXPENSES
(As a percentage of average net assets.)

<TABLE>
<CAPTION>
OTHER
MANAGEMENT EXPENSES(AFTER TOTAL SERIES
FEE REIMBURSEMENT) OPERATING EXPENSES
---------- -------------- ------------------
<S> <C> <C> <C>
JNL Aggressive Growth Series................................... .95% .15% 1.10%
JNL Capital Growth Series...................................... .95% .15% 1.10%
JNL Global Equities Series..................................... 1.00% .15% 1.15%
JNL/Alger Growth Series........................................ .975% .15%* 1.125%
JNL/Eagle Core Equity Series................................... .90% .15%* 1.05%
JNL/Eagle SmallCap Equity Series............................... .95% .15%* 1.10%
JNL/Phoenix Investment Counsel Balanced Series................. .90% .15% 1.05%
JNL/Phoenix Investment Counsel Growth Series................... .90% .15% 1.05%
PPM America/JNL High Yield Bond Series......................... .75% .15% .90%
PPM America/JNL Money Market Series............................ .60% .15% .75%
PPM America/JNL Value Equity Series............................ .75% .15% .90%
Salomon Brothers/JNL Global Bond Series........................ .85% .15% 1.00%
Salomon Brothers/JNL U.S. Government & Quality Bond Series..... .70% .15% .85%
T. Rowe Price/JNL Established Growth Series.................... .85% .15% 1.00%
T. Rowe Price/JNL International Equity Investment Series....... 1.10% .15% 1.25%
T. Rowe Price/JNL Mid-Cap Growth Series........................ .95% .15% 1.10%
</TABLE>

*Estimated expenses for the first fiscal year of operation. Actual expenses
may be greater or lesser than those shown.

Currently, all expenses (excluding Management Fees) in excess of .15% will
be reimbursed by Jackson National Financial Services, Inc. Voluntary
reimbursements to these Series may be modified or discontinued at any time.
Prior to reimbursement, Total Series Operating Expenses as a percentage of net
assets were: JNL Aggressive Growth Series -- 2.77; JNL Capital Growth Series --
2.08; JNL Global Equities Series -- 2.25; JNL/Alger Growth Series -- 1.89;
JNL/Phoenix Investment Counsel Balanced Series -- 3.71; JNL/Phoenix Investment
Counsel Growth Series -- 5.38; PPM America/JNL High Yield Bond Series -- 1.50;
PPM America/JNL Money Market Series -- 1.30; PPM America/JNL Value Equity Series
- -- 2.28; Salomon Brothers/JNL Global Bond Series -- 2.14; Salomon Brothers/JNL
U.S. Government & Quality Bond Series -- 2.53; T. Rowe Price/JNL Established
Growth Series -- 2.09; T. Rowe Price/JNL International Equity Investment Series
- -- 2.14; and T. Rowe Price/JNL Mid-Cap Growth Series -- 2.10; respectively.

4
<PAGE> 8

EXAMPLE -

The following example illustrates the expenses you would incur on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at the end of each
time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
JNL Aggressive Growth Series........................................... $ 11 $35 61 135
JNL Capital Growth Series.............................................. $ 11 $35 61 135
JNL Global Equities Series............................................. $ 12 $37 64 140
JNL/Alger Growth Series................................................ $ 12 $36 N/A N/A
JNL/Eagle Core Equity Series........................................... $ 11 $34 N/A N/A
JNL/Eagle SmallCap Equity Series....................................... $ 11 $35 N/A N/A
JNL/Phoenix Investment Counsel Balanced Series......................... $ 11 $34 58 129
JNL/Phoenix Investment Counsel Growth Series........................... $ 11 $34 58 129
PPM America/JNL High Yield Bond Series................................. $ 9 $29 50 111
PPM America/JNL Money Market Series.................................... $ 8 $24 42 93
PPM America/JNL Value Equity Series.................................... $ 9 $29 50 111
Salomon Brothers/JNL Global Bond Series................................ $ 10 $32 55 123
Salomon Brothers/JNL U.S. Government & Quality Bond Series............. $ 9 $27 47 105
T. Rowe Price/JNL Established Growth Series............................ $ 10 $32 55 123
T. Rowe Price/JNL International Equity Investment Series............... $ 13 $40 69 152
T. Rowe Price/JNL Mid-Cap Growth Series................................ $ 11 $35 61 135
</TABLE>

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The example
assumes a 5% annual rate of return pursuant to the requirements of the
Securities and Exchange Commission. This hypothetical rate of return is not
intended to be representative of past or future performance of the Series.

5
<PAGE> 9

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

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following table provides selected per share data for one share of each
Series for the period from commencement of operations of the Series through
March 31, 1996. The information does not reflect any charges imposed by a
separate account investing in shares of the Series. You should refer to the
appropriate separate account prospectus for additional information regarding
such charges.

The information has been audited by Price Waterhouse LLP, independent
accountants, and should be read in conjunction with the financial statements and
notes thereto, together with the report of Price Waterhouse LLP included in the
Statement of Additional Information.

JNL SERIES TRUST

FINANCIAL HIGHLIGHTS
FOR THE PERIOD MAY 15, 1995* THROUGH MARCH 31, 1996

<TABLE>
<CAPTION>
JNL/PHOENIX
JNL INVESTMENT
AGGRESSIVE JNL CAPITAL JNL GLOBAL JNL/ALGER COUNSEL
GROWTH GROWTH EQUITIES GROWTH BALANCED
SERIES SERIES SERIES SERIES* SERIES
---------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE, BEGINNING OF PERIOD.................. $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income................................. 0.01 -- 0.10 -- 0.25
Net realized and unrealized gains on investments and
foreign currency related items...................... 3.53 4.70 4.02 0.38 1.40
-------- ------- -------- ------- -------
Total income from investment operations............... 3.54 4.70 4.12 0.38 1.65
-------- ------- -------- ------- -------
LESS DISTRIBUTIONS:
From net investment income............................ -- -- -- -- (0.19)
From net realized gains on investment transactions.... (0.41) (0.84) (0.37) -- (0.29)
-------- ------- -------- ------- -------
Total distributions................................... (0.41) (0.84) (0.37) -- (0.48)
-------- ------- -------- ------- -------
Net increase.......................................... 3.13 3.86 3.75 0.38 1.17
-------- ------- -------- ------- -------
NET ASSET VALUE, END OF PERIOD........................ $ 13.13 $ 13.86 $ 13.75 $ 10.38 $ 11.17
======== ======= ======== ======= =======
TOTAL RETURN(A)....................................... 35.78% 47.94% 41.51% 3.80% 16.60%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in thousands).............. $ 8,527 $ 9,578 $ 16,141 $ 8,649 $ 4,761
Ratio of net expenses to average net assets(b)(c)..... 1.09% 1.09% 1.15% 1.03% 1.01%
Ratio of net investment income (loss) to average net
assets(b)(c)........................................ 0.27% (0.49)% 0.39% (0.17)% 2.99%
Portfolio turnover rate............................... 163.84% 128.56% 142.36% 50.85% 115.84%
RATIO INFORMATION ASSUMING NO EXPENSE REIMBURSEMENT OR
FEES PAID INDIRECTLY
Ratio of expenses to average net assets(b)............ 2.77% 2.08% 2.25% 1.89% 3.71%
Ratio of net investment income to average net
assets(b)........................................... (1.41)% (1.48)% (0.71)% (1.03)% 0.29%
</TABLE>

- -------------------------
* Commencement of operations (October 16, 1995 commencement of operations for
JNL/Alger Growth Series).

(a) Assumes investment at net asset value at the beginning of the period,
reinvestment of all dividends and distributions, and a complete redemption
of the investment at the net asset value at the end of the period. Total
return is not annualized.

(b) Annualized.

See notes to the financial statements.

6
<PAGE> 10
<TABLE>
<CAPTION>
JNL/PHOENIX PPM PPM SALOMON T. ROWE
INVESTMENT PPM AMERICA/JNL AMERICA/JNL SALOMON BROTHERS/JNL PRICE/JNL
COUNSEL AMERICA/JNL MONEY VALUE BROTHERS/JNL U.S. GOVERNMENT ESTABLISHED
GROWTH HIGH YIELD MARKET EQUITY GLOBAL BOND & QUALITY BOND GROWTH
SERIES BOND SERIES SERIES SERIES SERIES SERIES SERIES
----------- ------------ ----------- ----------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 10.00 $ 10.00 $ 1.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
0.01 0.73 0.04 0.23 0.81 0.45 0.07
3.66 0.04 -- 2.86 0.24 0.02 2.68
------- ------- ------- ------- ------- ------- -------
3.67 0.77 0.04 3.09 1.05 0.47 2.75
------- ------- ------- ------- ------- ------- -------
-- (0.54) (0.04) (0.17) (0.56) (0.34) (0.06)
(1.17) -- -- (0.15) (0.03) (0.04) (1.33)
------- ------- ------- ------- ------- ------- -------
(1.17) (0.54) (0.04) (0.32) (0.59) (0.38) (1.39)
------- ------- ------- ------- ------- ------- -------
2.50 0.23 -- 2.77 0.46 0.09 1.36
------- ------- ------- ------- ------- ------- -------
$ 12.50 $ 10.23 $ 1.00 $ 12.77 $ 10.46 $ 10.09 $ 11.36
======= ======= ======= ======= ======== ======= =======
37.69% 7.82% 4.59% 31.14% 10.74% 4.65% 28.23%
$ 2,518 $ 6,156 $ 6,816 $ 3,365 $ 6,380 $ 3,007 $ 8,772
0.95% 0.88% 0.75% 0.87% 1.00% 0.84% 1.00%
0.28% 8.34% 5.06% 2.33% 9.01% 5.41% 0.75%
255.03% 186.21% -- 30.12% 152.89% 253.37% 101.13%
5.38% 1.50% 1.30% 2.28% 2.14% 2.53% 2.09%
(4.15)% 7.72% 4.51% 0.91% 7.87% 3.72% (0.34)%

<CAPTION>
T. ROWE
PRICE/JNL T. ROWE
INTERNATIONAL PRICE/JNL
EQUITY MID-CAP
INVESTMENT GROWTH
SERIES SERIES
------------- ---------
<S> <C>
$ 10.00 $ 10.00
0.04 0.06
1.21 3.90
------- -------
1.25 3.96
------- -------
-- --
-- (0.53)
------- -------
-- (0.53)
------- -------
1.25 3.43
------- -------
$ 11.25 $ 13.43
======= =======
12.50% 40.06%
$24,211 $10,545
1.25% 1.10%
0.78% 0.82%
16.45% 66.04%
2.14% 2.10%
(0.11)% (0.18)%
</TABLE>

Each Series' recent performance and holdings will be detailed twice a year
in the Trust's annual and semi-annual reports, which are sent to all
shareholders.

7
<PAGE> 11

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

Investments in each Series are made in many different securities which
provide diversification to minimize risk. While there is careful selection of
portfolio securities and constant supervision by a team of professional
investment managers, there can be no guarantee that the Series' objectives will
be achieved. Because of differences in investment objectives and policies, as
well as acceptable degrees of risk, the performance of a Series may differ even
though more than one Series may utilize the same securities selection.

Unless otherwise stated, the investment objectives and policies set forth
in this Prospectus are not fundamental and may be changed by the Trustees
without shareholder approval. Each Series is subject to additional investment
policies and restrictions described in the Statement of Additional Information,
some of which are fundamental and may not be changed without shareholder
approval.

Currently, shares of the Trust are sold primarily to life insurance company
separate accounts ("Accounts") to fund the benefits of variable insurance or
annuity policies ("Policies") issued by life insurance companies. The Accounts
purchase shares of the Trust in accordance with variable account allocation
instructions received from owners of the Policies. The Trust then uses the
proceeds to buy securities for its Series. The investment adviser manages the
Series from day to day to accomplish the Trust's investment objectives. The
kinds of investments and the way they are managed depends on what is happening
in the economy and the financial marketplaces. Each of the Accounts, as a
shareholder, has an ownership in the Trust's investments. The Trust also offers
to buy back (redeem) shares of the Trust from the Accounts at any time at net
asset value.

Jackson National Financial Services, Inc. ("JNFSI"), a wholly owned
subsidiary of Jackson National Life Insurance Company, serves as investment
adviser for all the Series of the Trust. Janus Capital Corporation serves as
sub-adviser for the JNL Capital Growth, JNL Aggressive Growth and JNL Global
Equities Series; Fred Alger Management, Inc. serves as sub-adviser for the
JNL/Alger Growth Series; Eagle Asset Management, Inc. serves as sub-adviser for
the JNL/Eagle Core Equity Series and JNL/Eagle SmallCap Equity Series; Phoenix
Investment Counsel, Inc. serves as sub-adviser for the JNL/Phoenix Investment
Counsel Balanced and JNL/Phoenix Investment Counsel Growth Series; PPM America,
Inc. serves as sub-adviser for the PPM America/JNL Value Equity, PPM America/JNL
Money Market and PPM America/JNL High Yield Bond Series; Salomon Brothers Asset
Management Inc serves as sub-adviser for the Salomon Brothers/JNL U.S.
Government & Quality Bond and Salomon Brothers/JNL Global Bond Series; T. Rowe
Price Associates, Inc. serves as sub-adviser for the T. Rowe Price/JNL
Established Growth and T. Rowe Price/JNL Mid-Cap Growth Series; and Rowe
Price-Fleming International, Inc. serves as sub-adviser for the T. Rowe
Price/JNL International Equity Investment Series.

Reference is made herein to ratings assigned to certain types of securities
by Standard & Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc. ("Duff
& Phelps") and Thomson BankWatch, Inc., recognized independent securities
ratings institutions. A description of the ratings categories assigned by S&P
and Moody's is contained in Appendix A.

DIVERSIFICATION

Each of the Series except the JNL Capital Growth and JNL Aggressive Growth
Series qualifies as a diversified investment company under the Investment
Company Act of 1940 (the "1940 Act"). As a fundamental policy, a diversified
fund will not purchase a security of any issuer (except cash items and U.S.
Government securities) if a) it would cause the Series to own more than 10% of
the outstanding voting securities of that issuer or b) it would cause the
Series' holdings of that issuer to amount to more than 5% of the Series' total
assets (as applied in each case to 75% of the Series' total assets). As a
fundamental policy, the JNL Capital Growth and JNL Aggressive Growth Series also
will not purchase more than 10% of the outstanding voting securities of any
issuer; however, only 50% of total assets are subject to the 5% test. The JNL
Capital Growth and JNL Aggressive Growth Series may invest up to 50% of total
assets in the securities of as few as two issuers (not to exceed 25% in any one
issuer) while the other Series may invest up to 25% of their total assets in the
securities of one issuer. Neither the JNL Capital Growth nor the JNL Aggressive
Growth Series anticipates concentrating its holdings in so few issuers unless
its sub-adviser believes a security has the potential for substantial capital
appreciation consistent with a Series' investment policies and goals. To the
extent that any Series invests more than 5% of its assets in a particular
issuer, its

8
<PAGE> 12

exposure to credit risks and/or market risks associated with that issuer
increases. As an additional fundamental policy, no Series will invest more than
25% of its total assets in any particular industry (other than U.S. Government
securities), except that the PPM America/JNL Money Market Series may invest a
greater percent of its assets in the domestic banking industry.

INTERNAL REVENUE SERVICE (IRS) LIMITATIONS

In addition to the diversification requirements stated above, each Series
intends to comply with the diversification requirements currently imposed by the
IRS on separate accounts of insurance companies as a condition of maintaining
the tax-deferred status of variable contracts. More specific information may be
contained in the participating insurance company's separate account prospectus.

- --------------------------------------------------------------------------------
JNL AGGRESSIVE GROWTH SERIES
- --------------------------------------------------------------------------------

The investment objective of the JNL Aggressive Growth Series is long-term
growth of capital. It is a non-diversified Series that pursues its investment
objective by investing primarily in common stocks of issuers of any size,
including larger, well-established companies and smaller, emerging growth
companies. The smaller or newer a company is, the more likely it may be to
suffer more significant losses as well as realize more substantial growth than
larger or more established issuers.

- --------------------------------------------------------------------------------
JNL CAPITAL GROWTH SERIES
- --------------------------------------------------------------------------------

The investment objective of the JNL Capital Growth Series is long-term
growth of capital in a manner consistent with the preservation of capital. It is
a non-diversified Series that pursues its investment objective by normally
investing at least 50% of its equity assets in securities issued by medium-sized
companies. Medium-sized companies are those whose market capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap Index").
Companies whose capitalization falls outside this range after the Series'
initial purchase continue to be considered medium-sized companies for the
purpose of this policy. As of December 29, 1995, the MidCap Index included
companies with capitalizations between approximately $118 million and $7.5
billion. The range of the MidCap Index is expected to change on a regular basis.
Subject to the above policy, the Series may also invest in smaller or larger
issuers.

- --------------------------------------------------------------------------------
JNL GLOBAL EQUITIES SERIES
- --------------------------------------------------------------------------------

The investment objective of the JNL Global Equities Series is long-term
growth of capital in a manner consistent with the preservation of capital. It is
a diversified Series that pursues its investment objective primarily through
investments in common stocks of foreign and domestic issuers. The Series is
permitted to invest on a worldwide basis in companies and other organizations of
any size, regardless of country of organization or place of principal business
activity, as well as domestic and foreign governments, government agencies and
other governmental entities. The Series normally invests in securities of
issuers from at least five different countries, including the United States,
although the Series may at times invest all of its assets in fewer than five
countries. The JNL Global Equities Series may not be suitable for investors that
are not able to bear the additional risks associated with the Series' more
extensive holdings of foreign securities.

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<PAGE> 13

- --------------------------------------------------------------------------------
JNL AGGRESSIVE GROWTH SERIES, JNL CAPITAL GROWTH SERIES,
JNL GLOBAL EQUITIES SERIES
- --------------------------------------------------------------------------------

Each of the JNL Aggressive Growth, JNL Capital Growth, and JNL Global
Equities Series invests substantially all of its assets in common stocks when
its sub-adviser believes that the relevant market environment favors profitable
investing in those securities. Common stock investments are selected in
industries and companies that the sub-adviser believes are experiencing
favorable demand for their products and services, and which operate in a
favorable competitive environment and regulatory climate. The sub-adviser's
analysis and selection process focuses on stocks with earnings growth potential
that may not be recognized by the market. Such securities are selected primarily
for their capital growth potential; investment income is not a consideration.
These selection criteria apply equally to stocks of foreign issuers. In
addition, factors such as expected levels of inflation, government policies
influencing business conditions, the outlook for currency relationships, and
prospects for relative economic growth among countries, regions or geographic
areas may warrant greater consideration in selecting foreign stocks.

Each of the JNL Aggressive Growth, JNL Capital Growth and JNL Global
Equities Series invests primarily in common stocks of foreign and domestic
companies. Each Series may invest to a lesser degree in other types of
securities, including preferred stock, warrants, convertible securities and debt
securities. Debt securities that the Series may purchase include corporate bonds
and debentures (not to exceed 35% of net assets in high-yield/high-risk bonds)
(See "Investment Risks -- High Yield/High Risk Bonds"); government securities;
mortgage- and asset-backed securities (not to exceed 25% of assets); zero coupon
bonds (not to exceed 10% of assets); indexed/structured notes; high-grade
commercial paper; certificates of deposit; and repurchase agreements. Such
securities may offer growth potential because of anticipated changes in interest
rates, credit standing, currency relationships or other factors. Each of these
Series may also invest in short-term debt securities as a means of receiving a
return on idle cash.

When the Series' sub-adviser believes that market conditions are not
favorable for profitable investing or when the sub-adviser is otherwise unable
to locate favorable investment opportunities, the Series' investments may be
hedged to a greater degree and/or its cash or similar investments may increase.
In other words, the Series do not always stay fully invested in stocks and
bonds. Cash or similar investments are residual -- they represent the assets
that remain after the sub-adviser has committed available assets to desirable
investment opportunities. When a Series' cash position increases, it may not
participate in stock market advances or declines to the extent that it would if
it remained more fully invested in common stocks.

Although JNL Global Equities Series is committed to foreign investing, each
of these Series may invest without limit in equity and debt securities of
foreign issuers. The Series may invest directly in foreign securities
denominated in a foreign currency and not publicly traded in the United States.
Other ways of investing in foreign securities include depositary receipts or
shares, and passive foreign investment companies. Each of these Series may use
futures, options and other derivatives for hedging purposes or as a means of
enhancing return. Some securities that these Series may purchase may be issued
on a when-issued, delayed delivery or forward commitment basis.

Each of JNL Aggressive Growth, JNL Capital Growth and JNL Global Equities
Series may invest in "special situations" from time to time. A special situation
arises when, in the opinion of the sub-adviser, the securities of a particular
issuer will be recognized and appreciate in value due to a specific development
with respect to that issuer. Developments creating special situations might
include, among others, a new product or process, a technological breakthrough, a
management change or other extraordinary corporate event, or differences in
market supply of and demand for the security. Investment in special situations
may carry an additional risk of loss in the event that the anticipated
development does not occur or does not attract the expected attention. The
impact of this strategy on a Series will depend on the Series' size and the
extent of its holdings of special situation issuers relative to total net
assets.

10
<PAGE> 14

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

JNL/EAGLE CORE EQUITY SERIES

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

The investment objective of the JNL/Eagle Core Equity Series is long-term
capital appreciation and, secondarily, current income. It is a diversified
Series that seeks to achieve its objective by investing in common stocks that
the sub-adviser believes meet the criteria for one of three individual equity
strategies. The investment strategies which the sub-adviser utilizes to pursue
the Series' objective are the growth equity strategy, the value equity strategy
and the equity income strategy. In pursuing the growth equity strategy, the
sub-adviser will invest in securities which it believes have sufficient growth
potential to offer above-average long-term capital appreciation. Securities
which meet the criteria for the growth equity strategy will have at least one
of the following characteristics:

- expected earnings-per-share growth greater than the average of the S&P
500 Composite Stock Price Index ("S&P 500"); or

- return on equity greater than the average for the S&P 500.

In pursuing the value equity strategy, the sub-adviser will invest in
securities which it believes indicate above-average financial soundness and
high intrinsic value relative to price. Securities which meet the criteria for
the value equity strategy will have at least one of the following
characteristics at the time of purchase:

- price-to-earnings ratio or price-to-book value ratio of less than or
approximately equal to 75% of that of the broader equity market (as
measured by the S&P 500); or

- yield that approximates at least 50% of the prevailing average yield to
maturity of the long-term U.S. Government bond, as measured by the Lehman
Brothers Long Treasury Bond Index (or other similar index if this index
is not available); or

- per share going concern value (as estimated by the sub-adviser) that
exceeds book value and market value; or

- long-term debt below, or approximately equivalent to, tangible net worth.

In pursuing the equity income strategy, the sub-adviser will invest in
income producing securities.

Under normal market conditions, at least 65% of the Series' total assets
will be invested in U.S. common stocks. With respect to the other 35% of its
total assets, the Series may invest in income-producing securities that the sub-
adviser believes are consistent with the Series' investment objective, common
stocks of foreign issuers, American Depositary Receipts ("ADRs"), foreign
currency transactions with respect to underlying common stock, preferred stock,
convertible securities, corporate debt obligations, obligations of the U.S.
Government, its agencies and instrumentalities, repurchase agreements, money
market instruments, real estate investment trusts, futures contracts, options,
rights or warrants to subscribe for or purchase common stocks, and securities
that track the performance of a broad-based securities index, such as S&P
Depository Receipts. The Series may also loan its portfolio securities and
engage in short sales "against the box."

The Series will emphasize investments in securities rated investment grade
and unrated securities deemed by the sub-adviser to be of comparable quality,
but may invest up to 35% of its assets in securities rated below investment
grade and unrated securities deemed by the sub-adviser to be of comparable
quality. The Series, at the discretion of the sub-adviser, may retain a security
that has been downgraded below the initial investment criteria. (See "Investment
Risks -- High Yield/High Risk Bonds"). The Series may invest up to 25% of its
total assets in securities of foreign issuers, including ADRs. (See "Investment
Risks -- Foreign Securities").

For temporary defensive purposes during anticipated periods of general
market decline, the Series may invest up to 100% of its assets in money market
instruments, including securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities and repurchase agreements secured thereby,
bank certificates of deposit and banker's acceptances issued by banks having net
assets of at least $1 billion as of the end of their most recent fiscal year,
high grade commercial paper, and other long- and short-term debt instruments
that are rated A or higher by Moody's or S&P. It is impossible to predict when,
or for how long, such alternative strategies may be utilized.

In selecting common stocks to pursue the growth equity strategy, the
sub-adviser makes selections in part based on its opinion regarding the
sustainability of the company's competitive advantage in the marketplace as well
as the sub-adviser's opinion of the company's management team. The sub-adviser
will invest in companies that, in its opinion, will have long-term returns
greater than the average for the S&P 500. The sub-adviser normally will
reevaluate a security if it underperforms the S&P 500 by 15% or more during a
three-month period. At that time, a decision will be made to sell or hold the
security. If a particular stock appreciates to over 5% of the total assets of
the portfolio, the sub-adviser generally will reduce the position to less than
5%. If the stock price appreciates to a level that is not sustainable in the
opinion of the sub-adviser, the position generally will be sold to realize the
existing profits and avoid a potential

11
<PAGE> 15

price correction. If the sub-adviser identifies a security
that it considers to be a better investment than a current holding, the
sub-adviser generally will consider selling the current holding to add the new
security.

In selecting common stocks to pursue the value equity strategy, the
sub-adviser screens a universe of over 2500 companies. From this universe, the
sub-adviser anticipates that only a few hundred companies will meet one or more
of these investment criteria. Each of the companies is analyzed individually in
terms of its past and present competitive position within its perspective
industry. The sub-adviser makes selections based on its projections of the
companies' growth in earnings and dividends, earnings momentum, and
undervaluation based on a dividend discount model. The sub-adviser develops
target prices and value ranges from this analysis and makes portfolio selection
from among the top-rated securities. The sub-adviser periodically monitors the
Series' holdings of securities meeting these criteria to assure that they
continue to meet the selection criteria. A security normally will be sold once
it reaches it target price, when negative changes occur with respect to the
company or its industry, or when there is a significant change in the security
with respect to one or more of the four selection criteria listed above. The
Series may at times continue to hold equity securities that no longer meet the
criteria but that the sub-adviser deems suitable investments in view of the
Series' investment objective.

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

JNL/EAGLE SMALLCAP EQUITY SERIES

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

The investment objective of the JNL/Eagle Small Cap Series is long-term
capital appreciation. It is a diversified Series that seeks to achieve its
objective by investing primarily in the equity securities of companies, most of
which have a total market capitalization of less than $1 billion ("small
capitalization companies"). Market capitalization is the total value of a
company's outstanding common stock. The Series will invest in securities of
companies that appear to the sub-adviser to be undervalued in relation to their
long-term earning power or the asset value of their issuers and that have
significant future growth potential. Securities may be undervalued because of
many factors, including market decline, poor economic conditions, tax-loss
selling or actual or anticipated unfavorable developments affecting the issuer
of the security. Any or all of these factors may provide buying opportunities at
attractive prices relative to the long-term prospects for the companies in
question.

The Series invests primarily in common stocks, but also may invest in
preferred stocks, investment grade securities convertible into common stocks,
and warrants. The Series may purchase securities traded on recognized securities
exchanges and in the over-the-counter market. The Series normally invests at
least 65% of its total assets in the equity securities of companies each of
which, at the time of purchase, has a total market capitalization of less than
$1 billion. The Series may invest its remaining assets in ADRs, U.S. Government
securities, repurchase agreements or other short-term money market instruments.

The Series will emphasize investments in securities rated investment grade
and unrated securities deemed by the sub-adviser to be of comparable quality,
but may invest up to 5% of its assets in securities rated below investment grade
and unrated securities deemed by the sub-adviser to be of comparable quality.
The Series, at the discretion of the sub-adviser, may retain a security that has
been downgraded below the initial investment criteria. (See "Investment Risks --
High Yield/High Risk Bonds").

The sub-adviser currently believes that investments in small capitalization
companies may offer greater opportunities for growth of capital than investments
in larger, more established companies. Investing in smaller, newer issuers
generally involves greater risks than investing in larger, more established
issuers. Companies in which the Series is likely to invest may 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 Series may not be appropriate for all investors.

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<PAGE> 16

agreements secured thereby, as well as bank certificates of
deposit and banker's acceptances issued by banks having net assets of at least
$1 billion as of the end of their most recent fiscal year, high-grade commercial
paper, and other long- and short-term debt instruments that are rated A or
higher by Moody's or S&P. It is impossible to predict when, or for how long,
such alternative strategies may be utilized.

- --------------------------------------------------------------------------------
JNL/ALGER GROWTH SERIES
- --------------------------------------------------------------------------------

The investment objective of the JNL/Alger Growth Series is long-term
capital appreciation. It is a diversified Series that seeks to achieve its
objective by investing in equity securities, such as common or preferred stocks
that are listed on a national securities exchange, or securities convertible
into or exchangeable for equity securities, including warrants and rights.
Except during temporary defensive periods, the Series invests at least 85
percent of its net assets in equity securities and at least 65 percent of its
total assets in equity securities of companies that, at the time of purchase of
the securities, have total market capitalization of $1 billion or greater.

It is anticipated that the Series will invest primarily in companies whose
securities are traded on domestic stock exchanges or in the over-the-counter
market. These companies may still be in the developmental stage, may be older
companies that appear to be entering a new stage of growth progress owing to
factors such as management changes or development of new technology, products or
markets or may be companies providing products or services with a high unit
volume growth rate. The Series may invest up to 35 percent of its total assets
in equity securities of companies that, at the time of purchase, have total
market capitalization of less than $1 billion. In order to afford the Series the
flexibility to take advantage of new opportunities for investments in accordance
with its investment objective, the Series may hold up to 15 percent of its net
assets in money market instruments and repurchase agreements. During temporary
defensive periods, the Series may invest up to 100% of its assets in debt
securities, money market instruments and/or repurchase agreements. The Portfolio
may also purchase restricted securities (subject to a limit on all illiquid
securities of 10 percent of net assets), lend its securities and enter into
"short sales against the box." See "Common Types of Securities and Management
Practices."

- --------------------------------------------------------------------------------
JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES
- --------------------------------------------------------------------------------

The investment objective of the JNL/Phoenix Investment Counsel Balanced
Series is to seek reasonable income, long-term capital growth and preservation
of capital. It is a diversified Series that intends to invest based on combined
consideration of risk, income, capital enhancement, and protection of capital
value. The Series may invest in any type or class of security. Normally, the
Series will invest in common stocks and fixed income securities; however, it may
also invest in securities convertible into common stocks. At least 25% of the
value of its assets will be invested in fixed income senior securities.

The Series may also engage in certain options transactions and enter into
financial futures contracts and related options for hedging purposes and may
invest in deferred or zero coupon debt obligations. In implementing the
investment objectives of this Series, the sub-adviser will select securities
believed to have potential for the production of current income, with emphasis
on securities that also have potential for capital enhancement. For temporary
defensive purposes when the sub-adviser believes that adverse market conditions
warrant, the Series may actively pursue a policy of retaining cash or investing
part or all of its assets in cash equivalents, such as government securities and
high grade commercial paper.

The Series will emphasize investments in investment grade fixed income
securities which are rated within the four highest categories by recognized
rating agencies, e.g., S&P and Moody's. However, the Series may take a modest
position in lower or non-rated fixed income securities, but the Series will not
invest more than 35% of its net assets, determined at the time of investment, in
high yield, high risk fixed income securities. The Series may invest in bonds
rated as low as Ca by Moody's or CC by S&P. A fixed income securities issue may
have its ratings reduced below the minimum permitted for purchase by the Series.
In that event the sub-adviser will determine whether the Series should continue
to hold such issue in its portfolio. If, in the sub-adviser's opinion, market
conditions warrant, the Series may increase its position in lower or non-rated
securities from time to time. The lower rated and non-rated convertible
securities are predominantly speculative with respect to the issuer's capacity
to repay principal

13
<PAGE> 17

and pay interest. Investment in lower rated and non-rated
convertible fixed income securities normally involves a greater degree of market
and credit risk than does investment in securities having higher ratings. The
price of these fixed income securities will generally move in inverse proportion
to interest rates. In addition, non-rated securities are often less marketable
than rated securities. To the extent that the Series holds any lower rated or
non-rated securities, it may be negatively affected by adverse economic
developments, increased volatility and lack of liquidity. (See "Investment Risks
- -- High Yield/High Risk Bonds").

- --------------------------------------------------------------------------------
JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES
- --------------------------------------------------------------------------------

The investment objective of the JNL/Phoenix Investment Counsel Growth
Series is to seek long-term appreciation of capital. It is a diversified Series
that pursues its investment objective by retaining maximum flexibility in the
management of the Series consisting mainly of common stocks. Since income is not
an objective, any income generated by the investment of the Series' assets will
be incidental to its objective.

The JNL/Phoenix Investment Counsel Growth Series intends to invest
primarily in the common stocks of companies believed by the sub-adviser to have
appreciation potential. However, since no one class or type of security at all
times necessarily affords the greatest promise for capital appreciation, the
Series may invest any amount or proportion of its assets in any class or type of
security believed by the sub-adviser to offer potential for capital appreciation
over both the intermediate and long term. Normally, of course, its investment
will consist largely of common stocks selected for the promise they offer of
appreciation of capital. However, the Series may also invest in preferred
stocks, investment grade bonds (Moody's rating Baa or higher), convertible
preferred stocks and convertible debentures if, in the judgment of the
sub-adviser, the investment would further its investment objectives. The Series
may also engage in certain options transactions and enter into financial futures
contracts and related options for hedging purposes. Each security held will be
monitored to determine whether it is contributing to the basic objective of
long-term appreciation of capital.

The sub-adviser believes that a portfolio of such securities provides the
most effective way to obtain capital appreciation, but when, for temporary
defensive purposes (as when market conditions for growth stocks are adverse),
other types of investments appear advantageous on the basis of combined
considerations of risk and the protection of capital values, investments may be
made in fixed income securities with or without warrants or conversion features.
In addition, for such temporary defensive purposes, the Series may pursue a
policy of retaining cash or investing part or all of its assets in cash
equivalents.

Diversification is an important consideration in selecting the JNL/Phoenix
Investment Counsel Growth Series' portfolio. However, greater emphasis will be
placed upon careful selection of securities believed to have good potential for
appreciation than upon wide diversification.

To the extent that the Series holds bonds, it may be negatively affected by
adverse interest rate movements and credit quality. Generally, when interest
rates rise it may be expected that the value of bonds may decrease.

- --------------------------------------------------------------------------------
PPM AMERICA/JNL HIGH YIELD BOND SERIES
- --------------------------------------------------------------------------------

The primary investment objective of the PPM America/JNL High Yield Bond
Series is a high level of current income; its secondary investment objective is
capital appreciation by investing in fixed income securities, with emphasis on
higher-yielding, higher-risk, lower-rated or unrated corporate bonds. It is a
diversified Series.

Under normal market conditions, the Series will be invested substantially
in long-term (over 10 years to maturity) and intermediate-term (3 to 10 years to
maturity) fixed income securities, with emphasis on higher-yielding,
higher-risk, lower-rated or unrated corporate bonds. These high risk, high yield
bonds typically are subject to greater market fluctuations and risk of loss of
income and principal due to default by the issuer than are investments in
lower-yielding, higher-rated bonds. (See "Investment Risks -- High Yield/High
Risk Bonds").

High risk, high yield bonds generally include any bonds that are rated Ba
or below by Moody's or BB or

14
<PAGE> 18

below by S&P or that are unrated but considered by the
sub-adviser to be of equivalent credit quality. Bonds rated Ba or BB or below
are considered speculative. The Series may invest without limitation in bonds
rated as low as Ca by Moody's or C by S&P (or unrated but considered by the
sub-adviser to be of equivalent quality). In addition, the Series may invest up
to 10% of its total assets in bonds rated C by Moody's or D by S&P (or unrated
but considered by the sub-adviser to be of equivalent quality). High-yield bonds
are riskier than lower-yielding, higher-rated bonds.

In pursuing its secondary investment objective of capital appreciation, the
Series may purchase high yield bonds that are expected by the sub-adviser to
increase in value due to improvements in their credit quality or ratings or
anticipated declines in interest rates. In addition, the Series may invest for
this purpose up to 25% of its assets in equity securities, such as common
stocks, or other securities having common stock characteristics. Securities
designated as having common stock characteristics include, but are not limited
to, securities convertible into or exchangeable for common stock.

Treating high current income as its primary investment objective means that
the Series may forego opportunities that would result in capital gains and may
accept prudent risks to capital value, in each case to take advantage of
opportunities for higher current income.

Up to 25% of the Series' assets may be invested in securities of foreign
issuers, which are generally denominated in currencies other than the U.S.
dollar. The Series also has the ability to hold a portion of its assets in
foreign currencies and to enter into forward foreign currency exchange
contracts, currency options, currency and financial futures contracts, and
options on such futures contracts. The Series may enter into repurchase
agreements and firm commitment agreements and may purchase securities on a
when-issued basis. Investment in foreign securities also involves special risks.

Under normal market conditions, the Series will invest at least 65% of its
total assets in high risk, high yield bonds as described above. Subject to this
requirement, the Series may maintain assets in cash or cash equivalents,
including commercial bank obligations (certificates of deposit, which are
interest-bearing time deposits; bankers' acceptances, which are time drafts on a
commercial bank for which the bank accepts an irrevocable obligation to pay at
maturity; and demand or time deposits), commercial paper (short-term notes
issued by corporations or governmental bodies) and obligations issued or
guaranteed by the U.S. Government. The Series may adopt temporary defensive
position investment policies during adverse market, economic or other
circumstances that require immediate action to avoid losses. During periods when
and to the extent that the Series has assumed a temporary defensive position,
the Series may not be pursuing its investment objective.

- --------------------------------------------------------------------------------
PPM AMERICA/JNL MONEY MARKET SERIES
- --------------------------------------------------------------------------------

The investment objective of the PPM America/JNL Money Market Series is to
achieve as high a level of current income as is consistent with the preservation
of capital and maintenance of liquidity by investing in high quality, short-term
money market instruments. It is a diversified Series that pursues its investment
objective by investing mainly in debt, but the Series shall retain maximum
flexibility in the management of its portfolio.

The PPM America/JNL Money Market Series invests in high quality money
market instruments. These instruments are considered to be among the safest
investments available because of their short maturities, liquidity and high
quality ratings.

This Series will invest exclusively in the following types of high quality,
U.S. dollar denominated money market instruments that mature in 397 days or
less:

- Obligations issued or guaranteed as to principal and interest by the U.S.
Government, its agencies and instrumentalities.

- Obligations, such as time deposits, certificates of deposit and bankers
acceptances, issued by U.S. banks and savings banks that are members of
the Federal Deposit Insurance Corporation, including their foreign
branches and foreign subsidiaries, and issued by domestic and foreign
branches of foreign banks.

- Corporate obligations, including commercial paper, of domestic and
foreign issuers.

- Obligations issued or guaranteed by one or more foreign governments or
any of their political subdivisions, agencies or instrumentalities,
including obligations of supranational entities.

15
<PAGE> 19

- Repurchase agreements on obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Investments are managed to meet the quality and diversification
requirements of the 1940 Act. Under Rule 2a-7 under the 1940 Act, the Series
must maintain a dollar-weighted average portfolio maturity of 90 days or less
and may only purchase U.S. dollar denominated instruments that are determined to
present minimal credit risks and that at the time of acquisition are rated in
the top two rating categories by the required number of nationally recognized
statistical rating organizations (at least two or, if only one rating agency has
rated the security, that one agency) or, if unrated, are deemed comparable in
quality. Determination of credit risks and quality will be made by the
sub-adviser in accordance with procedures adopted by the Trust's Board of
Trustees. The diversification requirements of Rule 2a-7 provide generally that
the Series may not at the time of acquisition invest more than 5% of its assets
in securities of any one issuer or invest more than 5% of its assets in
securities that have not been rated in the highest category by the required
number of rating agencies or, if unrated, have not been deemed comparable,
except U.S. Government securities and repurchase agreements on such securities.
A more complete description of the rating categories is set forth under Appendix
A.

The PPM America/JNL Money Market Series may invest more than 25% of its
total assets in the domestic banking industry, which would cause the Series to
be more exposed to the risks of such industry. Bank obligations held by the
Series do not benefit materially from insurance from the Federal Deposit
Insurance Corporation. The 25% limitation does not apply to U.S. Government
securities, including obligations issued or guaranteed by its agencies or
instrumentalities.

- --------------------------------------------------------------------------------
PPM AMERICA/JNL VALUE EQUITY SERIES
- --------------------------------------------------------------------------------

The investment objective of the PPM America/JNL Value Equity Series is to
achieve high total return (i.e., long-term growth of capital and high current
income) by investing in common stocks which the sub-adviser believes to be
undervalued relative to the stock market in general at the time of purchase. It
is a diversified Series that seeks superior market cycle total returns. The
Series invests primarily in the common stocks of large capitalization companies
mainly domiciled in the United States. Common stocks for this purpose include
common stocks and equivalents, such as securities convertible into common stocks
and securities having common stock characteristics, such as rights and warrants
to purchase common stocks. Under normal circumstances, the Series will invest at
least 65% of the value of its total assets in equity securities.

The sub-adviser invests with the philosophy that a diversified portfolio of
undervalued equity securities will outperform the market over the long term.
Companies considered attractive generally will have the following
characteristics: 1) stocks typically will have distinctly above average dividend
yields, and 2) the market prices of the stocks will be undervalued relative to
the normal earning power of the company. The thrust of this approach is to seek
investments where current investor enthusiasm is low, as reflected in their
valuations. Exposure is reduced when the investment community's perceptions
improve and the company approaches fair valuation.

The sub-adviser takes a long-term investment approach by placing a strong
emphasis on its ability to determine attractive values and does not try to
determine short-term changes in the general market level. It is anticipated that
the annual turnover rate of the Series will not exceed 100% in normal
circumstances. The Series may invest up to 25% of its total assets in the common
stocks of foreign issuers, including ADRs.

- --------------------------------------------------------------------------------
SALOMON BROTHERS/JNL GLOBAL BOND SERIES
- --------------------------------------------------------------------------------

The primary investment objective of the Salomon Brothers/JNL Global Bond
Series is to seek a high level of current income. As a secondary objective, the
Series will seek capital appreciation. It is a diversified Series. The Series
seeks to achieve its objectives by investing in a globally diverse portfolio of
fixed income investments and by giving the sub-adviser broad discretion to
deploy the assets among certain segments of the fixed income market that the
sub-adviser believes will best contribute to the achievement of the Series'
objectives. At any point in time, the sub-adviser will deploy the Series' assets
based on its analysis of current economic and market conditions and the relative
risks and

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<PAGE> 20

opportunities present in the following market segments: U.S. Government
obligations, investment grade domestic corporate debt, high yield domestic
corporate debt securities, mortgage-backed securities and investment grade and
high yield foreign corporate and sovereign debt securities. The sub-adviser has
entered into a sub-advisory consulting agreement with its London based
affiliate, Salomon Brothers Asset Management Limited ("SBAM Limited") pursuant
to which SBAM Limited will provide certain advisory services to the sub-adviser
relating to currency transactions and investments in non-dollar denominated debt
securities for the benefit of the Series.

The sub-adviser will determine the amount of assets to be allocated to each
type of security in which it invests based on its assessment of the maximum
level of income and capital appreciation that can be achieved from a portfolio
which is invested in these securities. In making this determination, the
sub-adviser will rely in part on quantitative analytical techniques that measure
relative risks and opportunities of each type of security based on current and
historical economic, market, political and technical data for each type of
security, as well as on its own assessment of economic and market conditions
both on a global and local (country) basis. In performing quantitative analysis,
the sub-adviser will employ prepayment analysis and option adjusted spread
technology to evaluate mortgage securities, mean variance optimization models to
evaluate foreign debt securities, and total rate of return analysis to measure
relative risks and opportunities in other fixed income markets. Economic factors
considered will include current and projected levels of growth and inflation,
balance of payments, status and monetary policy. The allocation of assets to
foreign debt securities will further be influenced by current and expected
currency relationships and political and sovereign factors. The sub-adviser will
continuously review this allocation of assets and make such adjustments as it
deems appropriate. The Series does not plan to establish a minimum or a maximum
percentage of the assets which it will invest in any particular type of fixed
income security.

In addition, the sub-adviser will have discretion to select the range of
maturities of the various fixed income securities in which the Series invests.
The sub-adviser anticipates that under current market conditions the Series'
portfolio securities will have a weighted average life of 6 to 10 years.
However, the weighted average life of the portfolio securities may vary
substantially from time to time depending on economic and market conditions. The
Series may adopt temporary defensive position investment policies during adverse
market, economic or other circumstances that require immediate action to avoid
losses. During periods when and to the extent that the Series has assumed a
temporary defensive position, the Series may not be pursuing its investment
objective.

The investment grade corporate debt securities and the investment grade
foreign debt securities to be purchased by the Series are domestic and foreign
debt securities rated within the four highest bond ratings of either Moody's or
S&P, or, if unrated, deemed to be of equivalent quality in the sub-adviser's
judgment. While debt securities carrying the fourth highest quality rating (Baa
by Moody's or BBB by S&P) are considered investment grade and are viewed to have
adequate capacity for payment of principal and interest, investments in such
securities involve a higher degree of risk than that associated with investments
in debt securities in the higher rating categories and such debt securities lack
outstanding investment characteristics and in fact have speculative
characteristics as well. For example, changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt securities.

The types and characteristics of the U.S. Government obligations and
mortgage-backed securities to be purchased by the Series are set forth below in
the discussion of investment objectives and policies for the Salomon
Brothers/JNL U.S. Government & Quality Bond Series. In addition, the Series may
purchase privately issued mortgage securities which are not guaranteed by the
U.S. Government or its agencies or instrumentalities and may purchase stripped
mortgage securities, including interest-only and principal-only securities.
Additional information with respect to securities to be purchased by the Series
is set forth below under the section entitled "Common Types of Securities and
Management Practices" and "Investment Risks."

The Series may invest in debt obligations issued or guaranteed by a foreign
sovereign government or one of its agencies or political subdivisions and debt
obligations issued or guaranteed by supranational organizations. Supranational
entities include international organizations designated or supported by
governmental entities to promote economic reconstruction or development and
international banking institutions and related government agencies. Examples
include the International Bank for Reconstruction and Development (the "World
Bank"), the European Coal and Steel Community, the Asian Development Bank and
the Inter-American Development Bank. Such supranational issued instruments may
be denominated in multi-national currency units.

In pursuing the Series' investment objectives, the Series reserves the
right to invest predominantly in medium or lower-rated securities. Although the
Series has

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<PAGE> 21

the ability to invest up to 100% of its assets in lower-rated securities, the
Series' subadviser does not anticipate investing in excess of 75% of the Series'
assets in such securities. Investments of this type involve significantly
greater risks, including price volatility and risk of default in the payment of
interest and principal, than higher-quality securities. The sub-adviser
anticipates that under current market conditions, a significant portion of the
Series assets will be invested in such high risk, high yield securities. By
investing a portion of the Series' assets in securities rated below investment
grade as well as through investments in mortgage securities and foreign debt
securities, the sub-adviser expects to provide investors with a higher yield
than a high-quality domestic corporate bond fund. Certain of the debt securities
in which the Series may invest may be rated as low as C by Moody's or D by S&P
or may be considered comparable to securities having such ratings. Medium and
lower-rated securities are considered to be predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal.

In light of the risks associated with high yield corporate and sovereign
debt securities, the sub-adviser will take various factors into consideration in
evaluating the creditworthiness of an issuer. For corporate debt securities,
these will typically include the issuer's financial resources, its sensitivity
to economic conditions and trends, the operating history of the issuer, and the
experience and track record of the issuer's management. For sovereign debt
instruments, these will typically include the economic and political conditions
within the issuer's country, the issuer's overall and external debt levels and
debt service ratios, the issuer's access to capital markets and other sources of
funding, and the issuer's debt service payment history. The sub-adviser will
also review the ratings, if any, assigned to the security by any recognized
rating agencies, although the sub-adviser's judgment as to the quality of a debt
security may differ from that suggested by the rating published by a rating
service. The Series' ability to achieve its investment objective may be more
dependent on the sub-adviser's credit analysis than would be the case if it
invested in higher quality debt securities.

The high yield sovereign debt securities in which the Series may invest are
U.S. dollar-denominated and non-dollar-denominated debt securities, including
Brady Bonds, that are issued or guaranteed by governments or governmental
entities of developing and emerging countries. The sub-adviser expects that
these countries will consist primarily of those which have issued or have
announced plans to issue Brady Bonds, but the portfolio is not limited to
investing in the debt of such countries. Brady Bonds are debt securities issued
under the framework of the Brady Plan, an initiative announced by former U.S.
Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations
to restructure their outstanding external indebtedness. (See "Investment Risks
- -- High Yield/ High Risk Bonds"). The sub-adviser anticipates that the Series'
initial investments in sovereign debt will be concentrated in Latin American
countries, including Mexico and Central and South American and Caribbean
countries. The sub-adviser expects to take advantage of additional opportunities
for investment in the debt of North African countries, such as Nigeria and
Morocco, Eastern European countries, such as Poland and Hungary, and Southeast
Asian countries, such as the Philippines. Sovereign governments may include
national, provincial, state, municipal or other foreign governments with taxing
authority. Governmental entities may include the agencies and instrumentalities
of such governments, as well as state-owned enterprises. For a more detailed
discussion of high yield sovereign debt securities, see "Investment Risks --
High Yield/ High Risk Bonds" section.

The Series will be subject to special risks as a result of its ability to
invest up to 100% of its assets in foreign securities (including emerging market
securities). Such securities may be non-U.S. dollar denominated and there is no
limit on the percentage of the Series' assets that can be invested in non-dollar
denominated securities. The sub-adviser anticipates that, under current market
conditions, a significant portion of the Series' assets will be invested in
foreign securities. These risks are described under the caption "Investment
Risks." The ability to spread its investments among the fixed income markets in
a number of different countries may, however, reduce the overall level or market
risk to the extent it may reduce the Series' exposure to a single market.

The Series may invest in zero coupon securities and pay-in-kind bonds. In
addition, the Series may invest in fixed and floating rate loans ("Loans")
arranged through private negotiations between a corporate borrower or a foreign
sovereign entity and one or more financial institutions ("Lenders"). The Series
may invest in such Loans in the form of participations in Loans
("Participations") and assignments of all or a portion of Loans from third
parties ("Assignments"). The Series considers these investments to be
investments in debt securities for purposes of this Prospectus. Participations
typically will result in the Series having a contractual relationship only with
the Lender, not with the borrower. The Series will have the right to receive
payments of principal, interest and any fees to which it is entitled only from
the Lender selling the Participation and only upon receipt by the Lender of the
payments from the borrower. In connection with purchasing Participations, the
Series generally will have no right to enforce compliance by the borrower with
the terms of the loan agreement

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<PAGE> 22

relating to the Loan, nor any rights of set-off against the borrower, and the
Series may not benefit directly from any collateral supporting the Loan in which
it has purchased the Participation. As a result, the Series will assume the
credit risk of both the borrower and the Lender that is selling the
Participation. In the event of the insolvency of the Lender selling a
Participation, the Series may be treated as a general creditor of the Lender and
may not benefit from any set-off between the Lender and the borrower. The Series
will acquire Participations only if the Lender interpositioned between the
Series and the borrower is determined by the sub-adviser to be creditworthy.
When the Series purchases Assignments from Lenders, the Series will acquire
direct rights against the borrower on the Loan, except that under certain
circumstances such rights may be more limited than those held by the assigning
Lender.

The Series may have difficulty disposing of Assignments and Participations.
Because the market for such instruments is not highly liquid, the Series
anticipates that such instruments could be sold only to a limited number of
institutional investors. The lack of a highly liquid secondary market may have
an adverse impact on the value of such instruments and will have an adverse
impact on the Series' ability to dispose of particular Assignments or
Participations in response to a specific economic event, such as deterioration
in the creditworthiness of the borrower. The Series currently treats investments
in Participations and Assignments as illiquid for purposes of its limitation on
investment in illiquid securities. However, the Trustees may in the future adopt
policies and procedures for the purpose of determining whether Assignments and
Loan Participations are liquid or illiquid. Pursuant to such policies and
procedures, the Trustees would delegate to the sub-adviser the determination as
to whether a particular Loan Participation or Assignment is liquid or illiquid,
requiring that consideration be given to, among other things, the frequency of
quotes, the number of dealers willing to sell and the number of potential
purchasers, the nature of the Loan Participation or Assignment and the time
needed to dispose of it and the contractual provisions of the relevant
documentation. The Trustees would periodically review purchases and sales of
Assignments and Loan Participations. To the extent that liquid Assignments and
Loan Participations that the Series held became illiquid, due to the lack of
sufficient buyers or market or other conditions, the percentage of the Series'
assets invested in illiquid assets would increase.

The Series may invest up to 20% of its assets in common stock, convertible
securities, warrants, preferred stock or other equity securities when consistent
with the Series' objectives. The Series will generally hold such equity
investments as a result of purchases of unit offerings of fixed income
securities which include such securities or in connection with an actual or
proposed conversion or exchange of fixed income securities, but may also
purchase equity securities not associated with fixed income securities when, in
the opinion of the sub-adviser, such purchase is appropriate.

The Series currently intends to invest substantially all of its assets in
fixed income securities. In order to maintain liquidity, however, the Series may
invest up to 20% of its assets in high-quality short-term money market
instruments. If at some future date, in the opinion of the sub-adviser, adverse
conditions prevail in the market for fixed income securities, the Series for
temporary defensive purposes may invest its assets without limit in high-quality
short-term money market instruments. The types and characteristics of the money
market securities to be purchased by the Series are set forth in the discussion
of investment objectives and policies of PPM America/JNL Money Market Series.
Potential investors should review the discussion therein in considering an
investment in shares of the Series.

The Series may enter into repurchase and reverse repurchase agreements,
purchase securities on a firm commitment basis, including when-issued
securities, lend portfolio securities and enter into mortgage "dollar rolls."
The Series may also enter into options, futures and currency transactions,
although with the exception of currency transactions, it is not presently
anticipated that any of these strategies will be utilized to a significant
degree by the Series. For a description of these investment practices and the
risks associated with them, see "Common Types of Securities and Management
Practices" and "Investment Risks." The Series' ability to pursue certain of
these strategies may be limited by applicable regulations of the Securities and
Exchange Commission ("SEC"), the Commodity Futures Trading Commission ("CFTC")
and the federal income tax requirements applicable to regulated investment
companies.

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<PAGE> 23

- --------------------------------------------------------------------------------
SALOMON BROTHERS/JNL U.S. GOVERNMENT & QUALITY BOND SERIES
- --------------------------------------------------------------------------------

The investment objective of the Salomon Brothers/JNL U.S. Government &
Quality Bond Series is to obtain a high level of current income. It is a
diversified Series that seeks to attain its objective by investing primarily in
debt obligations and mortgage-backed securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities including collateralized mortgage
obligations backed by such securities. The Series may also invest a portion of
its assets in investment grade bonds.

At least 65% of the total assets of the Series will be invested in:

(1) U.S. Treasury obligations;

(2) obligations issued or guaranteed by agencies or instrumentalities of
the U.S. Government which are backed by their own credit and may not be
backed by the full faith and credit of the U.S. Government;

(3) mortgage-backed securities guaranteed by the Government National
Mortgage Association that are supported by the full faith and credit of
the U.S. Government. Such securities entitle the holder to receive all
interest and principal payments due whether or not payments are
actually made on the underlying mortgages;

(4) mortgage-backed securities guaranteed by agencies or instrumentalities
of the U.S. Government which are supported by their own credit but not
the full faith and credit of the U.S. Government, such as the Federal
Home Loan Mortgage Corporation and the Federal National Mortgage
Association; and

(5) collateralized mortgage obligations issued by private issuers for which
the underlying mortgage-backed securities serving as collateral are
backed (i) by the credit alone of the U.S. Government agency or
instrumentality which issues or guarantees the mortgage-backed
securities, or (ii) by the full faith and credit of the U.S.
Government.

Any guarantee of the securities in which the Series invests runs only to
the principal and interest payments on the securities and not to the market
value of such securities or to the principal and interest payments on the
underlying mortgages. In addition, the guarantee only runs to the portfolio
securities held by the Series and not the purchase of shares of the Series.

The Series may invest in securities of any maturity or effective duration
and, accordingly, the composition and weighted average maturity of the Series'
portfolio will vary from time to time, based upon the sub-adviser's
determination of how best to achieve the Series' investment objective. With
respect to mortgage-backed securities in which the Series invests, average
maturity and duration are determined by using mathematical models that
incorporate prepayment assumptions and other factors that involve estimates of
future economic parameters. These estimates may vary from actual results,
particularly during periods of extreme market volatility. In addition, the
average maturity and duration of mortgage-backed derivative securities may not
accurately reflect the price volatility of such securities under certain market
conditions. From time to time, a significant portion of the Series' assets may
be invested in mortgage-backed securities. The mortgage-backed securities in
which the Series invests represent participating interests in pools of fixed
rate and adjustable rate residential mortgage loans issued or guaranteed by
agencies or instrumentalities of the U.S. Government.

Mortgage-backed securities are issued by lenders such as mortgage bankers,
commercial banks, and savings and loan associations. Mortgage-backed securities
generally provide monthly payments which are, in effect, a "pass-through" of the
monthly interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans. Principal prepayments result
from the sale of the underlying property or the refinancing or foreclosure of
underlying mortgages.

The yield of mortgage-backed securities is based upon the prepayment rates
experienced over the life of the security. Prepayments tend to increase during
periods of falling interest rates, while during periods of rising interest rates
prepayments will most likely decline. Reinvestment by the Series of scheduled
principal payments and unscheduled prepayments may occur at higher or lower
rates than the original investment, thus affecting the yield of the Series.
Monthly interest payments received by the Series have a compounding effect which
will increase the yield to shareholders as compared to debt obligations that pay
interest semi-annually. Because of the reinvestment of prepayments of principal
at current rates, mortgage-backed securities may be less effective than Treasury
bonds of similar maturity at maintaining yields during periods of declining
interest rates. Also, although the value of debt securities may increase as
interest rates decline, the value of these pass-through type of securities may
not increase as much due to the prepayment feature.

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<PAGE> 24

While the Series seeks a high level of current income, it cannot invest in
instruments such as lower grade corporate obligations which offer higher yields
but are subject to greater credit risks. The Series will not knowingly invest in
a high risk mortgage security. The term "high risk mortgage security" is defined
generally as any mortgage security that exhibits significantly greater price
volatility than a benchmark security, the Federal National Mortgage Association
current coupon 30-year mortgage-backed pass through security. Shares of the
Series are neither insured nor guaranteed by the U.S. Government, its agencies
or instrumentalities. Neither the issuance by nor the guarantee of a U.S.
Government agency for a security constitutes assurance that the security will
not significantly fluctuate in value or that the Series will receive the
originally anticipated yield on the security.

The Series may also invest up to 35% of its assets in U.S.
dollar-denominated securities rated AAA, AA, A or BBB by S&P or Aaa, Aa, A or
Baa by Moody's, or if unrated, determined to be of comparable quality to
securities in those ratings categories by the sub-adviser. The Series may not
invest more than 10% of total assets in obligations of foreign issuers.
Investments in foreign securities will subject the Series to special
considerations related to political, economic and legal conditions outside of
the U.S., as discussed under the "Investment Risks" section. These
considerations include the possibility of expropriation, nationalization,
withholding taxes on income and difficulties in enforcing judgments. Foreign
securities may be less liquid and more volatile than comparable U.S. securities.

The Series may enter into repurchase and reverse repurchase agreements,
purchase securities on a firm commitment basis, including when-issued
securities, and lend portfolio securities. The Series may also enter into
mortgage "dollar rolls." For a description of these investment practices and the
risks associated with them, see "Common Types of Securities and Management
Practices" and "Investment Risks."

- --------------------------------------------------------------------------------
T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES
- --------------------------------------------------------------------------------

The investment objective of the T. Rowe Price/JNL Established Growth Series
is to seek long-term growth of capital and increasing dividend income through
investment primarily in common stocks of well-established growth companies. A
growth company is defined as one which: (1) has demonstrated historical growth
of earnings faster than the growth of inflation and the economy in general; and
(2) has indications of being able to continue this growth pattern in the future.
Total return will consist primarily of capital appreciation or depreciation and
secondarily of dividend income.

It is a diversified Series that will invest primarily in the common stock
of a diversified group of well-established growth companies. While current
dividend income is not a prerequisite in the selection of a growth company, the
companies in which the Series will invest normally have a record of paying
dividends and are generally expected to increase the amounts of such dividends
in future years as earnings increase. Although the Series will invest primarily
in U.S. common stocks, it may also purchase other types of securities, for
example, foreign securities, convertible securities, warrants, hybrid
instruments, restricted securities, futures and options, when considered
consistent with the Series' investment objective and program.

- --------------------------------------------------------------------------------
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
- --------------------------------------------------------------------------------

The investment objective of the T. Rowe Price/JNL International Equity
Investment Series is to seek long-term growth of capital through investments
primarily in common stocks of established, non-U.S. companies. Total return
consists of capital appreciation or depreciation, dividend income, and currency
gains or losses.

Over the last 30 years, many foreign economies have grown faster than the
United States' economy, and the return from equity investments in these
countries has often exceeded the return on similar investments in the United
States. Moreover, there has normally been a wide and largely unrelated variation
in performance between international equity markets over this period. Although
there can be no assurance that these conditions will continue, the Series'
sub-adviser, within the framework of diversification, seeks to identify and
invest in companies participating in the faster growing foreign economies and
markets. The sub-adviser believes that investment in foreign securities offers
significant potential for long-term capital appreciation and an opportunity to
achieve investment diversification. The Series may also purchase other types of
securities, for example, common and preferred stocks, convertible securities,
fixed income securities,

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hybrid instruments, restricted securities, foreign currency transactions,
futures and options.

In analyzing companies for investment, the sub-adviser ordinarily looks for
one or more of the following characteristics: an above-average earnings growth
per share; high return on invested capital; healthy balance sheet; sound
financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; efficient service; pricing flexibility; strength of management; and
general operating characteristics which will enable the companies to compete
successfully in their market place. While current dividend income is not a
prerequisite in the selection of portfolio companies, the companies in which the
Series invests, normally will have a record of paying dividends, and will
generally be expected to increase the amounts of such dividends in future years
as earnings increase.

It is a diversified Series that intends to diversify investments broadly
among countries and to normally have at least three different countries
represented in the Series. The Series may invest in countries of the Far East
and Europe, as well as South Africa, Australia, Canada and other areas
(including developing countries). Under unusual circumstances, however, the
Series may invest substantially all of its assets in one or two countries.

- --------------------------------------------------------------------------------
T. ROWE PRICE/JNL MID-CAP GROWTH SERIES
- --------------------------------------------------------------------------------

The investment objective of the T. Rowe Price/JNL Mid-Cap Growth Series is
to provide long-term growth of capital by investing primarily in the common
stock of companies with medium-sized market capitalizations ("mid-cap") and the
potential for above-average growth.

It is a diversified Series that will invest at least 65% of its total
assets in a diversified portfolio of mid-cap common stocks with above-average
growth potential. A mid-cap company is defined as one whose market
capitalization falls within the capitalization range of companies included in
the S&P 400 Mid-Cap Index. Mid-cap growth companies are often still in the
early, more dynamic phase of a company's life cycle, but have enough corporate
history that they are no longer considered new or emerging. By focusing their
activities, mid-cap companies may be more responsive and better able to adapt to
the changing needs of their markets. They are usually mature enough to have
established organizational structures and the depth of management needed to
expand their operations. In addition, these companies generally have sufficient
financial resources and access to capital to finance their growth.

While investing in mid-cap growth companies generally entails greater risk
and volatility than investing in large, well-established companies, mid-cap
companies are expected to offer the potential for more rapid growth. They may
also offer greater potential for capital appreciation because of their higher
growth rates. In addition, the stocks of such companies are less actively
followed by securities analysts and may, therefore, be undervalued by investors.

The sub-adviser will rely on its proprietary research to identify mid-cap
companies with attractive growth prospects. The Series will seek to invest
primarily in companies which: 1) offer proven products or services, 2) have a
historical record of earnings growth that is above average, 3) demonstrate the
potential to sustain earnings growth, 4) operate in industries experiencing
increasing demand, and/or 5) are believed to be reasonably valued in the
marketplace. There is, of course, no guarantee the Series will be able to
identify such companies or that its investment in them will be successful.

Although the Series will invest primarily in U.S. common stocks, it may
also purchase other types of securities, for example, foreign securities,
convertible securities, restricted securities, hybrid instruments, warrants,
futures and options, when considered consistent with the Series' investment
objective and program.

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- --------------------------------------------------------------------------------
COMMON TYPES OF SECURITIES AND MANAGEMENT PRACTICES
- --------------------------------------------------------------------------------

SECURITIES 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 and policies
described herein. Each Series' investment program is subject to further
restrictions described in the Statement of Additional Information.

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. As a fundamental policy, a Series will not lend securities or
other assets if, as a result, more than 25% of its total assets would be lent to
other parties.

CASH POSITION. A Series may hold a certain portion of its assets in
repurchase agreements and money market securities rated in one of the two
highest rating categories by a nationally recognized statistical rating
organization, maturing in one year or less. 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.

COMMON AND 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 AND WARRANTS. A Series may invest in debt or
preferred equity securities convertible into or exchangeable for equity
securities. 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. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants (generally, two or more years).

FIXED INCOME SECURITIES. A Series may invest in fixed income securities of
companies which meet the investment criteria for the Series. The price of fixed
income securities fluctuates with changes in interest rates, generally rising
when interest rates fall and falling when interest rates rise. Prices of
longer-term securities generally increase or decrease more sharply than those of
shorter-term securities in response to interest rate changes.

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-dollar denominated securities traded principally outside the U.S.
and dollar denominated securities traded in the U.S. (such as ADRs). 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).

FUTURES AND OPTIONS. Futures are often used to manage risk, because they
enable the investor to buy or sell an

23
<PAGE> 27

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. Subject to certain limits described in the Statement of Additional
Information, 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 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.

ILLIQUID SECURITIES. Each Series may invest up to 15% of its net assets
(10% in the case of the PPM America/JNL Money Market Series and the JNL/Alger
Growth Series) in securities that are considered illiquid. Illiquid investments
include repurchase agreements not terminable within seven days, securities for
which market quotations are not readily available and certain restricted
securities. Illiquid investments may be difficult to sell promptly at an
acceptable price. Difficulty in selling securities may result in a loss or may
be costly to a Series. Certain restricted securities may be determined to be
liquid in accordance with guidelines adopted by the Trust's Board of Trustees.

HIGH YIELD BONDS. A Series may invest its assets in fixed income securities
offering high current income that are in the lower rating categories of
recognized rating agencies or are non-rated. These lower-rated fixed income
securities are considered on balance, as predominantly speculative with respect
to capacity to pay interest and repay principal in accordance with the terms of
the obligation and generally will involve more credit risk than securities in
the higher rating categories.

HYBRID INSTRUMENTS. These instruments can combine the characteristics of
securities, futures and options. For example, the principal amount, redemption
or conversion terms of a security could be related to the market price of some
commodity, currency or securities index. Such securities may bear interest or
pay dividends at below market (or even relatively nominal) rates. Under certain
conditions, the redemption value of such an investment could be zero. Hybrids
can have volatile prices and limited liquidity and their use by a Series may not
be successful.

MORTGAGE- AND ASSET-BACKED SECURITIES. A Series may invest in mortgage- and
asset-backed securities. These securities are subject to prepayment risk, that
is, the possibility that prepayments on the underlying mortgages or other loans
will cause the principal and interest on the mortgage- and asset-backed
securities to be paid prior to their stated maturities. A sub-adviser will
consider estimated prepayment rates in calculating the average weighted
maturities of the Series. Unscheduled prepayments are more likely to accelerate
during periods of declining long-term interest rates. In the event of a
prepayment during a period of declining interest rates, a Series may be required
to invest the unanticipated proceeds at a lower interest rate. Prepayments
during such periods will also limit a Series' ability to participate in as large
a market gain as may be experienced with a comparable security not subject to
prepayment.

The Salomon Brothers/JNL Global Bond Series may purchase stripped
mortgage-backed securities, which may be considered derivative mortgage-backed
securities, which may be issued by agencies or instrumentalities of the U.S.
Government or by private entities. Stripped mortgage-backed securities have
greater volatility than other types of mortgage-backed securities. Stripped
mortgage-backed securities are structured with two or more classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. In the most extreme case, one class will receive all of the
interest, while the other class will receive all of the principal. The yield to
maturity of such mortgage backed securities that are purchased at a substantial
discount or premium are extremely sensitive to changes in interest rates as well
as to the rate of principal payments (including prepayments) on the related
underlying mortgage assets.

MORTGAGE DOLLAR ROLLS. Certain Series may enter into mortgage "dollar
rolls" in which a Series sells mortgage-backed securities for delivery in the
current month and simultaneously contracts to repurchase substantially similar
(same type, coupon and maturity) securities on a specified future date. During
the roll period, a Series foregoes principal and interest paid on the
mortgage-backed securities. A Series is compensated by the

24
<PAGE> 28

interest earned on the cash proceeds of the initial sale and from negotiated
fees paid by brokers offered as an inducement to the Series to "roll over" its
purchase commitments. A Series may only enter into covered rolls. A "covered
roll" is a specific type of dollar roll for which there is an offsetting cash
position which matures on or before the forward settlement date of the dollar
roll transaction. At the time a Series enters into a mortgage "dollar roll", it
will establish a segregated account with its custodian bank in which it will
maintain cash, U.S. Government securities or other liquid high grade debt
obligations equal in value to its obligations in respect of dollar rolls, and
accordingly, such dollar rolls will not be considered borrowings. Mortgage
dollar rolls involve the risk that the market value of the securities the Series
is obligated to repurchase under the agreement may decline below the repurchase
price. In the event the buyer of securities under a mortgage dollar roll files
for bankruptcy or becomes insolvent, the Series' use of proceeds of the dollar
roll may be restricted pending a determination by the other party, or its
trustee or receiver, whether to enforce the Series' obligation to repurchase the
securities.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). A Series may invest in CMOs.
CMOs are bonds that are collateralized by whole loan mortgages or mortgage pass-
through securities. In recent years, new types of CMO structures have evolved.
These include floating rate CMOs, planned amortization classes, accrual bonds,
and CMO residuals. Under certain of these new structures, given classes of CMOs
have priority over others with respect to the receipt of prepayments on the
mortgages. Therefore, depending on the type of CMOs in which the Series invests,
the investment may be subject to a greater or lesser risk of prepayment than
other types of mortgage-related securities.

The primary risk of any mortgage security is the uncertainty of the timing
of cash flows. For CMOs, the primary risk results from the rate of prepayments
on the underlying mortgages serving as collateral. An increase or decrease in
prepayment rates (resulting primarily from a decrease or increase in mortgage
interest rates) will affect the yield, average life, and price of CMOs. The
prices of certain CMOs, depending on their structure and the rate of
prepayments, can be volatile. Some CMOs may also not be as liquid as other
securities.

REAL ESTATE INVESTMENT TRUSTS ("REITS"). The REITs in which the JNL/Eagle
Core Equity Series may invest include equity REITs, which own real estate
properties, and mortgage REITs, which make construction, development and
long-term mortgage loans. The value of an equity REIT may be affected by
changes in the value of the underlying property, while a mortgage REIT may be
affected by the quality of the credit extended. The performance of both types
of REITs depends upon conditions in the real estate industry, management skills
and the amount of cash flow. The risks associated with REITs include defaults
by borrowers, self-liquidation, failure to qualify as a "pass-through" entity
under the Federal tax law, failure to qualify as an exempt entity under the
1940 Act, and the fact that REITs are not diversified.

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. However, certain tax rules may restrict the Series' ability to
sell securities in some circumstances when the security has been held for less
than three months. 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. The repurchase agreement is effectively secured by
the value of the underlying security. A risk associated with repurchase
agreements is the failure of the seller to repurchase the securities as agreed,
which may cause a Series to suffer a loss if the market value of such securities
declines before they can be liquidated on the open market. In the event of
bankruptcy or insolvency of the seller, a Series may encounter delays and incur
costs in liquidating the underlying security.

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.

25
<PAGE> 29

SHORT SALES. Each Series may sell securities "short against the box." While
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.

U.S. GOVERNMENT SECURITIES AND CUSTODIAL RECEIPTS. Obligations issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities include Treasury bills, notes and bonds and Government
National Mortgage Association ("GNMA") certificates which are supported by the
full faith and credit of the United States; others, such as those of the Federal
Home Loan Banks, are supported by the right of the issuer to borrow from the
Treasury; others, such as those of the Federal National Mortgage Association
("FNMA"), 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.

WHEN-ISSUED SECURITIES. A Series may purchase securities on a when-issued,
delayed delivery or forward commitment basis. Actual payment for and delivery of
such securities does not take place until some time in the future -- i.e.,
beyond normal settlement. The Series does not earn interest on such securities
until settlement and bears the risk of market value fluctuations during the
period between the purchase and settlement dates. The series segregate and
maintain at all times cash, cash equivalents, or other high quality liquid debt
securities in an amount at least equal to the amount of outstanding commitments
for when-issued securities.

ZERO COUPON AND PAY-IN-KIND BONDS. A Series may invest up to 10% of its
assets in zero coupon bonds or strips. Zero coupon bonds do not make regular
interest payments; rather, they are sold at a discount from face value.
Principal and accreted discount (representing interest accrued but not paid) are
paid at maturity. Strips are debt securities that are stripped of their interest
after the securities are issued, but otherwise are comparable to zero coupon
bonds. The market value of strips and zero coupon bonds generally fluctuates in
response to changes in interest rates to a greater degree than interest-paying
securities of comparable term and quality. A Series may also purchase
pay-in-kind bonds. Pay-in-kind bonds pay all or a portion of their interest in
the form of debt or equity securities.

Current federal income tax law requires the holder of a zero coupon
security, certain pay-in-kind bonds and certain other securities acquired at a
discount (such as Brady Bonds) to accrue income with respect to these securities
prior to the receipt of cash payments. Accordingly, to avoid liability for
federal income and excise taxes, a Series may be required to distribute income
accrued with respect to these securities and may have to dispose of portfolio
securities under disadvantageous circumstances in order to generate cash to
satisfy these distribution requirements.

INVESTMENT RISKS

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. JNL
Global Equities, Salomon Brothers/JNL Global Bond, and T. Rowe Price/JNL
International Equity Investment Series are particularly susceptible to such
risks. ADRs do not involve the same direct currency and liquidity risks as
foreign securities.

The considerations noted above may be intensified in the case of
investments in developing countries or countries with limited or developing
capital markets. In particular, developing countries may have relatively
unstable governments, economies based on only a few industries, and securities
markets that trade a small number of securities. Securities of issuers located
in developing

26
<PAGE> 30

countries may have limited marketability and may be subject to more abrupt
or erratic price fluctuations.

At times, securities held by a Series may be listed on foreign exchanges or
traded in foreign markets which are open on days (such as Saturday) when a
Series does not compute its price or accept orders for the purchase, redemption
or exchange of its shares. As a result, the net asset value of a Series may be
significantly affected by trading on days when shareholders cannot make
transactions.

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 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 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"). In addition, when a Series anticipates
purchasing securities denominated in 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 a 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.

HIGH YIELD/HIGH RISK BONDS

Lower rated bonds involve a higher degree of credit risk, which is the risk
that the issuer will not make interest or principal payments when due. In the
event of an unanticipated default, a Series would experience a reduction in its
income, and could expect a decline in the market value of the securities so
affected. More careful analysis of the financial condition of issuers of lower
rated securities is therefore necessary. During an economic downturn or
substantial period of rising interest rates, highly leveraged issuers may
experience financial stress which could adversely affect their ability to
service principal and interest payment obligations, to meet projected business
goals and to obtain additional financing.

The market prices of lower rated securities are generally less sensitive to
interest rate changes than higher rated investments, but more sensitive to
adverse economic or political changes, or individual developments specific to
the issuer. Periods of economic or political uncertainty and change can be
expected to result in volatility of prices of these securities. Since the last
major economic recession, there has been a substantial increase in the use of
high-yield debt securities to fund highly leveraged corporate acquisitions and
restructurings, so past experience with high-yield securities in a prolonged
economic downturn may not provide an accurate indication of future

27
<PAGE> 31

performance during such periods. Lower rated securities also may have less
liquid markets than higher rated securities, and their liquidity as well as
their value may be more severely affected by adverse economic conditions. Many
high-yield bonds do not trade frequently. When they do trade, their price may be
substantially higher or lower than had been expected. A lack of liquidity also
means that judgment may play a bigger role in valuing the securities. Adverse
publicity and investor perceptions as well as new or proposed laws may also have
a greater negative impact on the market for lower rated bonds.

A Series may also invest in unrated debt securities of foreign and domestic
issuers. Unrated debt, while not necessarily of lower quality than rated
securities, may not have as broad a market. Sovereign debt of foreign
governments is generally rated by country, because these ratings do not take
into account individual factors relevant to each issue and may not be updated
regularly. Because of the size and perceived demand of the issue, among other
factors, certain municipalities may not incur the costs of obtaining a rating.
The sub-adviser will analyze the credit-worthiness of the issuer, as well as any
financial institution or other party responsible for payments on the security,
in determining whether to purchase unrated municipal bonds. See Appendix A for a
description of bond rating categories.

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 forward contracts 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 CFTC, which
generally regulates the trading of commodity futures by U.S. persons, the SEC,
which regulates the offer and sale of securities by and to U.S. persons, or any
other governmental regulatory authority.

MUNICIPAL OBLIGATIONS

In addition to the usual risks associated with income investing, the value
of municipal obligations can be affected by changes in the actual or perceived
credit quality of municipal obligations held by a Series. The credit quality of
a municipal obligation can be affected by, among other factors, the financial
condition of the issuer or guarantor, the issuer's future borrowing plans and
sources of revenue, the economic feasibility of the revenue bond project or
general borrowing purpose, political or economic developments in the region
where the security is issued, and the liquidity of the security. Because
municipal obligations are generally traded over-the-counter, the liquidity of a
particular issue often depends on the willingness of dealers to make a market in
the security. The liquidity of some municipal issues may be enhanced by demand
features, which enable a Series to demand payment on short notice from the
issuer or a financial intermediary.

WHEN-ISSUED SECURITIES

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-issued securities, but may be substantially longer for
forward commitments. 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 segregate for these securities by maintaining cash and/or liquid,
high-grade debt securities with its custodian bank 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.

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<PAGE> 32

- --------------------------------------------------------------------------------
MANAGEMENT OF THE TRUST
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Under Massachusetts law and the Trust's Declaration of Trust and By-Laws,
the management of the business and affairs of the Trust is the responsibility of
the Trustees.

JNFSI, 5901 Executive Drive, Lansing, Michigan 48911, is the investment
adviser of each Series and provides each Series with professional investment
supervision and management. JNFSI is a wholly owned subsidiary of Jackson
National Life Insurance Company, which is in turn wholly owned by Prudential
Corporation plc, the largest life insurance company in the United Kingdom. JNFSI
provides accounting services, preparation of financial statements, tax services,
and regulatory reports to the Trust.

In addition to providing the services described above, JNFSI selects,
contracts with and compensates sub-advisers to manage the investment and
reinvestment of the assets of the Series of the Trust. JNFSI monitors the
compliance of such sub-advisers with the investment objectives and related
policies of each Series and reviews the performance of such sub-advisers and
reports periodically on such performance to the Trustees of the Trust.

As compensation for its services, JNFSI receives a fee from the Trust
computed separately for each Series. The fee for each Series is stated as an
annual percentage of the current value of the net assets of the Series. The
fees, which are accrued daily and payable monthly, are calculated on the basis
of the average of all valuations of net assets of each Series made at the close
of business on each business day of the Trust during the period for which such
fees are paid through the date of calculation. Once the average net assets of a
Series exceed specified amounts, the fee is reduced with respect to such excess.
The following is a schedule of the fees each Series currently is obligated to
pay JNFSI.

<TABLE>
<CAPTION>
$150 $300
$0 TO $50 TO TO TO OVER
(*M -- MILLION) $50 M $150 M $300 M $500 M $500 M
- --------------------------------------------------------------- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
JNL Aggressive Growth Series................................... .95 % .95% .90% .85% .85%
JNL Capital Growth Series...................................... .95 % .95% .90% .85% .85%
JNL Global Equities Series..................................... 1.00 % 1.00% .95% .90% .90%
JNL/Alger Growth Series........................................ .975 % .975% .975% .95% .90%
JNL/Eagle Core Equity Series................................... .90 % .85% .85% .75% .75%
JNL/Eagle SmallCap Equity Series............................... .95 % .95% .90% .90% .85%
JNL/Phoenix Investment Counsel Balanced Series................. .90 % .80% .75% .70% .65%
JNL/Phoenix Investment Counsel Growth Series................... .90 % .85% .80% .75% .70%
PPM America/JNL High Yield Bond Series......................... .75 % .70% .675% .65% .625%
PPM America/JNL Money Market Series............................ .60 % .60% .575% .55% .525%
PPM America/JNL Value Equity Series............................ .75 % .70% .675% .65% .625%
Salomon Brothers/JNL Global Bond Series........................ .85 % .85% .80% .80% .75%
Salomon Brothers/JNL U.S. Government & Quality Bond Series..... .70 % .70% .65% .60% .55%
T. Rowe Price/JNL Established Growth Series.................... .85 % .85% .80% .80% .80%
T. Rowe Price/JNL International Equity Investment Series....... 1.10 % 1.05% 1.00% .95% .90%
T. Rowe Price/JNL Mid-Cap Growth Series........................ .95 % .95% .90% .90% .90%
</TABLE>

INVESTMENT SUB-ADVISERS

The organizations described below act as sub-advisers to the Trust and
certain of its Series pursuant to Sub-Advisory Agreements with JNFSI. Under the
Sub-Advisory Agreements, the sub-advisers manage the investment and reinvestment
of the assets of the respective Series for which they are responsible. Each of
the sub-advisers discharges its responsibilities subject to the policies of the
Trustees and the oversight and supervision of JNFSI, which pays the
sub-advisers' fees.

Fred Alger Management, Inc., ("Alger Management") which is located at 75
Maiden Lane, New York, New York 10038, serves as sub-adviser to the JNL/Alger
Growth Series. Alger Management is generally engaged in the business of
rendering investment advisory services to institutions and, to a lesser extent,
individuals. Alger Management has been engaged in the business of rendering
investment advisory services since 1964 and, as of June 30, 1995, had
approximately $3.8 billion under management, $2.0 billion in mutual fund
accounts and $1.8 billion in other advisory accounts. Alger Management is a
wholly owned subsidiary of Alger Inc. which in turn is

29
<PAGE> 33

a wholly owned subsidiary of Alger Associates, Inc., a financial services
holding company. Fred M. Alger III and his brother, David D. Alger, own
approximately 53 percent and 17 percent, respectively, of Alger Associates, Inc.
and may be deemed to control that company and its subsidiaries.

Eagle Asset Management, Inc. ("Eagle"), 880 Carillion Parkway, St.
Petersburg, Florida 33716, serves as sub-adviser to the JNL/Eagle Core Equity
Series and the JNL/Eagle SmallCap Equity Series. Eagle is a wholly-owned
subsidiary of Raymond James Financial, Inc., which, together with its
subsidiaries, provides a wide range of financial services to retail and
institutional clients. Eagle manages client accounts with net assets totaling
approximately $2.0 billion as of December 31, 1995.

Janus Capital Corporation ("Janus Capital"), a Colorado corporation with
principal offices at 100 Fillmore Street, Denver, Colorado 80206, serves as
sub-adviser to the JNL Capital Growth Series, JNL Aggressive Growth Series and
JNL Global Equities Series. Janus Capital is an investment adviser with more
than $39 billion in assets under management. Kansas City Southern Industries,
Inc. ("KCSI") owns approximately 83% of the outstanding voting stock of Janus
Capital, most of which it acquired in 1984. KCSI is a publicly-traded holding
company whose primary subsidiaries are engaged in transportation and financial
services. Thomas H. Bailey, President and Chairman of the Board of Janus
Capital, owns approximately 12% of its voting stock and, by agreement with KCSI,
selects a majority of Janus Capital's Board.

Phoenix Investment Counsel, Inc. ("PIC"), located at 56 Prospect Street,
Hartford Connecticut 06115-0480, serves as sub-adviser to the JNL/Phoenix
Investment Counsel Balanced Series and the JNL/Phoenix Investment Counsel Growth
Series. PIC provides equity, balanced, and fixed income investment advisory
services for a broad spectrum of institutional and retail clients ranging from
tax-exempt pension plan sponsors to taxable corporations and mutual funds. PIC
became an indirect wholly-owned subsidiary of Phoenix Duff & Phelps Corporation
on November 1, 1995 as a result of a merger between Duff & Phelps Corporation
and Phoenix Securities Group.

Phoenix Duff & Phelps Corporation, with assets under management of $38
billion, ranks among the largest independent publicly-traded investment
management firms in the United States. Phoenix Home Life Mutual Insurance
Company is a majority shareholder of Phoenix Duff & Phelps Corporation and is in
the business of writing ordinary and group life and health insurance and
annuities.

PPM America, Inc. ("PPM"), which is located at 225 West Wacker Drive,
Chicago, Illinois 60606, serves as sub-adviser to the PPM America/JNL Value
Equity Series, the PPM America/JNL Money Market Series, and the PPM America/JNL
High Yield Bond Series. PPM, an affiliate of JNFSI, is a wholly owned subsidiary
of Prudential Portfolio Managers Ltd., ("PPM Ltd.") an investment management
company engaged in global money management, which is in turn wholly owned by
Prudential Corporation plc. PPM Ltd. and its subsidiaries manage over $120
billion in various currencies and markets. PPM currently manages over $24
billion of Jackson National Life Insurance Company assets. Additionally, PPM
manages assets of over $4.2 billion for other affiliated companies and over $900
million for non-affiliated entities.

Rowe Price-Fleming International, Inc. ("Price-Fleming"), located at 100
East Pratt Street, Baltimore, Maryland 21202, serves as sub-adviser to the T.
Rowe Price/JNL International Equity Investment Series. Price-Fleming was founded
in 1979 as a joint venture between T. Rowe Price Associates, Inc. and Robert
Fleming Holdings Limited. Price-Fleming is one of America's largest
international mutual fund asset managers with approximately $18 billion under
management in its offices in Baltimore, London, Tokyo, and Hong Kong.

Salomon Brothers Asset Management Inc ("Salomon Brothers") serves as
sub-adviser to the Salomon Brothers/JNL Global Bond Series and the Salomon
Brothers/JNL U.S. Government & Quality Bond Series. Salomon Brothers is an
indirect, wholly owned subsidiary of Salomon Brothers Holding Company Inc.
incorporated in 1987, and an affiliate of Salomon Brothers Inc. The business
address of Salomon Brothers is 7 World Trade Center, New York, New York 10048.
Through its office in New York and affiliates in London, Frankfurt, Tokyo and
Hong Kong, Salomon Brothers provides a broad range of fixed income and equity
investment advisory services for its individual and institutional clients
located throughout the world, including European and Far East central banks,
pension funds, endowments, insurance companies, and various investment companies
(including portfolios thereof). As of January 1, 1996, Salomon Brothers had
investment advisory responsibility for more than $14 billion of assets. Salomon
Brothers has access to Salomon Brothers Inc's more than 250 economists,
mortgage, bond, sovereign and equity analysts.

In connection with Salomon Brothers' service as sub-adviser to the Salomon
Brothers/JNL Global Bond Series, SBAM Limited, whose business address is
Victoria Plaza, 111 Buckingham Palace Road, London SW1W OSB, England, provides
certain sub-advisory services to Salomon Brothers relating to currency
transactions and

30
<PAGE> 34
investments in non-dollar denominated debt securities for the benefit of the
Series. SBAM Limited is compensated by Salomon Brothers at no additional expense
to the Trust. Like Salomon Brothers, SBAM Limited is a direct, wholly-owned
subsidiary of Salomon Brothers Holding Company Inc. SBAM Limited is a member of
the Investment Management Regulatory Organization Limited in the United Kingdom
and is registered as an investment adviser in the United States pursuant to the
Investment Advisers Act of 1940, as amended.

T. Rowe Price Associates, Inc. ("T. Rowe"), located at 100 East Pratt
Street, Baltimore, Maryland 21202, serves as sub-adviser to the T. Rowe
Price/JNL Established Growth Series and the T. Rowe Price/JNL Mid-Cap Growth
Series. T. Rowe was founded in 1937 by the late Thomas Rowe Price, Jr. T. Rowe
and its affiliates manage over $60 billion for approximately three million
individual and institutional investor accounts, including limited and real
estate partnerships and other mutual funds.

PORTFOLIO MANAGEMENT

The following individuals are primarily responsible for the day-to-day
management of the particular Series as indicated below.

JNL GLOBAL EQUITIES SERIES

Helen Young Hayes is responsible for the day-to-day management of the JNL
Global Equities Series. Ms. Hayes joined Janus Capital in 1987. She holds a
Bachelor of Arts in Economics from Yale University and is a Chartered Financial
Analyst.

JNL CAPITAL GROWTH SERIES

James P. Goff is responsible for the day-to-day management of the JNL
Capital Growth Series. Mr. Goff joined Janus Capital in 1988. He holds a
Bachelor of Arts in Economics from Yale University and is a Chartered Financial
Analyst.

JNL AGGRESSIVE GROWTH SERIES

Warren B. Lammert is responsible for the day-to-day management of the JNL
Aggressive Growth Series. Mr. Lammert joined Janus Capital in 1987. He holds a
Bachelor of Arts in Economics from Yale University and a Master of Science in
Economic History from the London School of Economics. He is a Chartered
Financial Analyst.

JNL/ALGER GROWTH SERIES

David D. Alger, President and Chief Investment Officer of Alger
Management, is primarily responsible for the day-to-day management of the
JNL/Alger Growth Series. He has been employed by Alger Management as Executive
Vice President and Director of Research since 1971 and he serves as portfolio
manager for other mutual funds and investment accounts managed by Alger
Management. Also participating in the management of the Series are Ronald
Tartaro and Seilai Khoo. Mr. Tartaro has been employed by Alger Management
since 1990 and he serves as a senior research analyst. Prior to 1990, he was a
member of the technical staff at AT&T Bell Laboratories. Ms. Khoo has been
employed by Alger Management since 1989 and she serves as a senior research
analyst.

JNL/EAGLE CORE EQUITY SERIES

In its capacity as sub-adviser, Eagle supervises and manages the investment
portfolio of the JNL/Eagle Core Equity Series. Eagle utilizes a team of
senior portfolio managers acting together to manage the assets of the Series.
The team meets regularly to review portfolio holdings and to discuss purchase
and sale activity. The team adjusts holdings in the portfolio as it deems
appropriate in the pursuit of the Series' investment objective.

JNL/EAGLE SMALLCAP EQUITY SERIES

Bert L. Boksen, Senior Vice President and Portfolio Manager of Eagle, is
responsible for the day-to-day management of the JNL/Eagle Small Cap Series. Mr.
Boksen joined Eagle in April 1995 and has portfolio management responsibilities
for its small cap equity accounts. Prior to joining Eagle, Mr. Boksen was
employed for 16 years by Raymond James & Associates, Inc. in its institutional
research and sales department. While employed by Raymond James & Associates,
Inc., Mr. Boksen served as co-head of Research, Chief Investment Officer and
Chairman of the Raymond James & Associates, Inc. Focus List Committee.

JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES

C. Edwin Riley, Jr., Portfolio Manager, PIC has day-to-day responsibility
for managing the JNL/Phoenix Investment Counsel Balanced Series portfolio. He
has been employed by Phoenix Investment Counsel since 1995 and serves as
portfolio manager for other mutual funds and investment accounts managed by
Phoenix Investment Counsel, Inc. including the Balanced Series of The Phoenix
Series Fund. Prior to joining Phoenix in 1995, Mr. Riley served as Vice
President, Director of Equity Management at Nationsbank Investment Management
since 1981.

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<PAGE> 35

JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES

Van Harissis, CFA, is responsible for the day-to-day management of the
JNL/Phoenix Investment Counsel Growth Series portfolio. Mr. Harissis also serves
as the portfolio manager for mutual funds and underlying funds for variable
annuity products managed by Phoenix Investment Counsel, Inc. Prior to joining
Phoenix in August 1995, Mr. Harissis held the position of Senior Portfolio
Manager at Howe and Rusling, Incorporated. He had been with that firm since
1990.

PPM AMERICA/JNL VALUE EQUITY SERIES

PPM AMERICA/JNL MONEY MARKET SERIES

PPM AMERICA/JNL HIGH YIELD BOND SERIES

In its capacity as sub-adviser, PPM supervises and manages the investment
portfolios of the PPM America/ JNL Value Equity Series, the PPM America/JNL
Money Market Series, and the PPM America/JNL High Yield Bond Series and directs
the purchase and sale of each Series' investment securities. PPM utilizes teams
of investment professionals acting together to manage the assets of the Series.
The teams meet regularly to review portfolio holdings and to discuss purchase
and sale activity. The teams adjust holdings in the portfolios as they deem
appropriate in the pursuit of the Series' investment objectives.

SALOMON BROTHERS/JNL GLOBAL BOND SERIES

SALOMON BROTHERS/JNL U.S. GOVERNMENT & QUALITY BOND SERIES

Steven Guterman is primarily responsible for the day-to-day management of
the Salomon Brothers/JNL U.S. Government & Quality Bond Series and the mortgage-
backed securities and U.S. Government securities portions of the Salomon
Brothers/JNL Global Bond Series. Mr. Guterman co-manages the Salomon
Brothers/JNL U.S. Government & Quality Bond Series with Roger Lavan. Peter J.
Wilby is primarily responsible for the day-to-day management of the high yield
and emerging market debt securities portions of the Salomon Brothers/JNL Global
Bond Series. Beth Semmel assists Mr. Wilby in the day-to-day management of the
Salomon Brothers/JNL Global Bond Series.

Mr. Guterman joined Salomon Brothers in 1990 and is currently a Senior
Portfolio Manager, responsible for Salomon Brothers' investment company and
institutional portfolios which invest primarily in mortgage-backed securities
and U.S. Government issues. Mr. Guterman joined Salomon Brothers Inc in 1983. He
initially worked in the mortgage research group where he became a Research
Director and later traded derivative mortgage-backed securities for Salomon
Brothers Inc. Mr. Lavan joined Salomon Brothers in 1990 and is a Portfolio
Manager and Quantitative Analyst. Prior to joining Salomon Brothers, Mr. Lavan
spent four years analyzing portfolios for Salomon Brothers Inc's Fixed Income
Sales Group and Product Support Divisions. Mr. Wilby, who joined Salomon
Brothers in 1989, is a Senior Portfolio Manager, responsible for Salomon
Brothers' investment company and institutional portfolios which invest in high
yield non-U.S. and U.S. corporate debt securities and high yield foreign
sovereign debt securities. Mr. Wilby was previously employed by Prudential
Capital Management Group ("Prudential") where he served as director of
Prudential's credit research unit and as a corporate and sovereign credit
analyst with Prudential. Mr. Wilby later managed high yield bonds and leveraged
equities in the mutual funds and institutional portfolios at Prudential. Ms.
Semmel joined Salomon Brothers in May of 1993. Prior to joining Salomon
Brothers, Ms. Semmel spent four years as a high yield bond analyst at Morgan
Stanley Asset Management.

David J. Scott is primarily responsible for a portion of the Salomon
Brothers/JNL Global Bond Series relating to currency transactions and
investments in non-dollar denominated debt securities. Prior to joining SBAM
Limited in April, 1994, Mr. Scott worked for four years at JP Morgan Investment
Management where he was responsible for global and non-dollar portfolios. Before
joining JP Morgan Investment Management, Mr. Scott worked for three years at
Mercury Asset Management where he was responsible for captive insurance
portfolios and products.

T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES

T. Rowe Price/JNL Established Growth Series has an Investment Advisory
Committee composed of the following members: John D. Gillespie, Chairman, James
A.C. Kennedy and Brian C. Rogers. The Committee Chairman has day-to-day
responsibility for managing the Series and works with the Committee in
developing and executing the Series' investment program. Mr. Gillespie joined T.
Rowe in 1986 and has been managing investments since 1989.

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES

The T. Rowe Price/JNL International Equity Investment Series has an
investment advisory group that has day-to-day responsibility for managing the
Series and developing and executing the Series' investment program. The Series'
advisory group is composed of the following members: Martin G. Wade, Christopher
D. Alderson, Peter B. Askew, Richard J. Bruce, Mark J.T. Edward,

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<PAGE> 36

John R. Ford, Robert C. Howe, James B.M. Seddon, Benedict R.F. Thomas, and David
J.J. Warren.

Martin Wade joined Price-Fleming in 1979 and has 25 years of experience
with the Fleming Group in research, client service, and investment management.
(Fleming Group includes Robert Fleming and/or Jardine Fleming Group Limited).
Christopher Alderson joined Price-Fleming in 1988 and has eight years of
experience with the Fleming Group in research and portfolio management. Peter
Askew joined Price-Fleming in 1988 and has 19 years of experience managing
multi-currency fixed income portfolios. Richard Bruce joined Price-Fleming in
1991 and has six years of experience in investment management with the Fleming
Group in Tokyo. Mark Edwards joined Price-Fleming in 1986 and has 13 years of
experience in financial analysis. John Ford joined Price-Fleming in 1982 and has
14 years of experience with the Fleming Group in research and portfolio
management. Robert Howe joined Price-Fleming in 1986 and has 13 years of
experience in economic research, company research and portfolio management.
James Seddon joined Price-Fleming in 1987 and has seven years of experience in
investment management. Benedict Thomas joined Price-Fleming in 1988 and has five
years of portfolio management experience. David Warren joined Price-Fleming in
1984 and has 14 years of experience in equity research, fixed income research
and portfolio management.

T. ROWE PRICE/JNL MID-CAP GROWTH SERIES

The T. Rowe Price/JNL Mid-Cap Growth Series has an Investment Advisory
Committee composed of the following members: Brian W. Berghuis, Chairman, James
A.C. Kennedy, and John F. Wakeman. The Committee Chairman has day to day
responsibility for managing the Series and works with the Committee in
developing and executing the Series' investment program. Mr. Berghuis has been
managing investments since joining T. Rowe in 1985.

SUB-ADVISORY ARRANGEMENTS

Under the terms of each of the Sub-Advisory Agreements, the sub-adviser
manages the investment and reinvestment of the assets of the assigned Series,
subject to the supervision of the Trustees of the Trust. The sub-adviser
formulates a continuous investment program for each such Series consistent with
its investment objectives and policies outlined in this Prospectus. Each
sub-adviser implements such programs by purchases and sales of securities and
regularly reports to JNFSI and the Trustees of the Trust with respect to the
implementation of such programs.

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<PAGE> 37

As compensation for their services, the sub-advisers receive fees from
JNFSI computed separately for each Series. The fee for each Series is stated as
an annual percentage of the current value of the net assets of such Series. The
fees are calculated on the basis of the average of all valuations of net assets
of each Series made at the close of business on each business day of the Trust
during the period for which such fees are paid through the date of calculation.
Once the average net assets of a Series exceed specified amounts, the fee is
reduced with respect to such excess. The following is a schedule of the
management fees JNFSI currently is obligated to pay the sub-advisers out of the
advisory fee it receives from each Series as specified above:

<TABLE>
<CAPTION>
$100 $150 $300
$0 TO $50 TO TO TO TO OVER
(*M - MILLION) $50 M $100 M $150 M $300 M $500 M $500 M
- ------------------------------------------------------- ----- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
JNL Aggressive Growth Series*.......................... .55% .55% .50% .50% .50% .45%
JNL Capital Growth Series*............................. .55% .55% .50% .50% .50% .45%
JNL Global Equities Series*............................ .55% .55% .50% .50% .50% .45%
JNL/Alger Growth Series................................ .55% .55% .55% .55% .50% .45%
JNL/Eagle Core Equity Series........................... .45% .40% .40% .40% .30% .30%
JNL/Eagle SmallCap Equity Series....................... .50% .50% .50% .45% .45% .40%
JNL/Phoenix Investment Counsel Balanced Series......... .50% .40% .40% .30% .25% .20%
JNL/Phoenix Investment Counsel Growth Series........... .50% .40% .40% .30% .25% .20%
PPM America/JNL High Yield Bond Series................. .25% .20% .20% .175% .15% .125%
PPM America/JNL Money Market Series.................... .20% .15% .15% .125% .10% .075%
PPM America/JNL Value Equity Series.................... .25% .20% .20% .175% .15% .125%
Salomon Brothers/JNL Global Bond Series................ .375% .35% .35% .30% .30% .25%
Salomon Brothers/JNL U.S. Government & Quality Bond
Series............................................... .225% .225% .225% .175% .15% .10%
</TABLE>

<TABLE>
<CAPTION>
$20
$0 TO TO $50 TO
$20 M $50 M $200 M $200 M+
----- ----- ------ -------
<S> <C> <C> <C> <C>
T. Rowe Price/JNL Established Growth Series............................ .45% .40% .40%** .40%
T. Rowe Price/JNL International Equity Investment Series............... .75% .60% .50% .50%**
T. Rowe Price/JNL Mid-Cap Growth Series................................ .60% .50% .50%** .50%
</TABLE>

* Prior to September 16, 1996, the sub-advisory fees payable to Janus for these
Series were: $0 to $50 million -- .60%; $50 to $150 million -- .55%; $150 to
$300 million -- .45%; $300 to $500 million -- .40%; over $500 million --
.40%.

** When average assets exceed this amount, the sub-advisory fee asterisked is
applicable to all amounts in this Series.

With respect to the Salomon Brothers/JNL Global Bond Series and in
connection with the advisory consulting agreement between Salomon Brothers and
SBAM Limited, Salomon Brothers will pay SBAM Limited, as full compensation for
all services provided under the advisory consulting agreement, a portion of its
investment management fee. The amount payable to SBAM Limited will be equal to
the fee payable under Salomon Brothers' sub-advisory agreement multiplied by the
portion of the assets of the Series that SBAM Limited has been delegated to
manage divided by the current value of the net assets of the Series.

OTHER TRUST EXPENSES

In addition to the investment advisory fee, the Trust incurs expenses,
including legal, auditing and accounting expenses, Trustees' fees and expenses,
insurance premiums, brokers' commissions, taxes and governmental fees, expenses
of issue or redemption of shares, expenses of registering or qualifying shares
for sale, reports and notices to shareholders, and fees and disbursements of
custodians, transfer agents, registrars, shareholder servicing agents and
dividend disbursing agents, and certain expenses with respect to membership fees
of industry associations.

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<PAGE> 38

- --------------------------------------------------------------------------------
INVESTMENT IN TRUST SHARES
- --------------------------------------------------------------------------------

An insurance company purchases the shares of the Series at their net asset
value using premiums received on Policies issued by Accounts. These Accounts are
funded by shares of the Trust. There is no sales charge. All shares are sold at
net asset value.

The net asset value per share 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
share is calculated by adding the value of all securities and other assets of a
Series, deducting its liabilities, and dividing by the number of shares
outstanding.

Shares of the Trust are currently sold primarily to separate accounts of
Jackson National Life Insurance Company, 5901 Executive Drive, Lansing, Michigan
48911 to fund the benefits under variable insurance or annuity Policies.
Further, it is anticipated that shares of the Trust will be sold to certain
qualified retirement plans.

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

- --------------------------------------------------------------------------------
SHARE REDEMPTION
- --------------------------------------------------------------------------------

An insurance company separate account redeems shares to make benefit or
surrender payments under the terms of its Policies. Redemptions are processed on
any day on which the Trust is open for business and are effected at net asset
value next determined after the redemption order, in proper form, is received by
the Trust's transfer agent.

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

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

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

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

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

DESCRIPTION OF SHARES -- The Declaration of Trust permits the Trustees to
issue an unlimited number of full and fractional shares of beneficial interest
of each Series and to divide or combine such shares into a greater or lesser
number of shares without thereby changing the proportionate beneficial interests
in the Trust. Each share of a Series represents an equal proportional interest
in that Series with each other share. The Trust reserves the right to create a
number of different Series. In that case, the shares of each Series would
participate equally in the earnings, dividends, and assets of the particular
Series. Upon liquidation of a Series, its shareholders are entitled to share pro
rata in the net assets of such Series available for distribution to
shareholders.

As of June 21, 1996, Jackson National Life Insurance Company owned 47.71%
of the outstanding shares of the Trust.

SERIES TRANSACTIONS -- The Trust's portfolio transactions are executed
through brokers who are considered by the appropriate sub-adviser as able to
provide execution at the most favorable prices and in the most effective manner.
Portfolio security transactions may be executed through brokers who are
affiliated with the Trust, JNFSI or a sub-adviser. In addition, brokers may be
selected taking into account such brokers' assistance in the purchase of
variable annuity contracts funded by the Trust (although such assistance or
absence thereof is neither a qualifying nor a disqualifying factor in such
selection). See the Statement of Additional Information for more detailed
information.

VOTING RIGHTS -- Except for matters affecting a particular Series, as
described below, all shares of the Trust have equal voting rights and may be
voted in the election of Trustees and on other matters submitted to the vote of
the shareholders. Shareholders' meetings ordinarily

35
<PAGE> 39

will not be held unless required by the 1940 Act. As
permitted by Massachusetts law, there normally will be no shareholders' meetings
for the purpose of electing Trustees unless and until such time as fewer than a
majority of the Trustees holding office have been elected by shareholders. At
that time, the Trustees then in office will call a shareholders' meeting for the
election of Trustees. The Trustees must call a meeting of shareholders for the
purpose of voting upon the removal of any Trustee when requested to do so by the
record holders of 10% of the outstanding shares of the Trust. A Trustee may be
removed after the holders of record of not less than two-thirds of the
outstanding shares have declared that the Trustee be removed either by
declaration in writing or by votes cast in person or by proxy. Except as set
forth above, the Trustees shall continue to hold office and may appoint
successor Trustees, provided that immediately after the appointment of any
successor Trustee, at least two-thirds of the Trustees have been elected by the
shareholders. Shares do not have cumulative voting rights. Thus, holders of a
majority of the shares voting for the election of Trustees can elect all the
Trustees. No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust, except
that amendments to conform the Declaration to the requirements of applicable
federal laws or regulations or the regulated investment company provisions of
the Code may be made by the Trustees without the vote or consent of
shareholders. If not terminated by the vote or written consent of a majority of
its outstanding shares, the Trust will continue indefinitely.

In matters affecting only a particular Series, the matter shall have been
effectively acted upon by a majority vote of that Series even though: (1) the
matter has not been approved by a majority vote of any other Series; or (2) the
matter has not been approved by a majority vote of the Trust.

Shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Trust. The risk of a shareholder incurring any financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations. The Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the Trust
and provides that notice of the disclaimer must be given in each agreement,
obligation or instrument entered into or executed by the Trust or Trustees. The
Declaration of Trust provides for indemnification of any shareholder held
personally liable for the obligations of the Trust and also provides for the
Trust to reimburse the shareholder for all legal and other expenses reasonably
incurred in connection with any such claim or liability.

- --------------------------------------------------------------------------------
PERFORMANCE ADVERTISING FOR THE SERIES
- --------------------------------------------------------------------------------

The Trust may from time to time advertise several types of historical
performance for the Series. The performance advertised will be based on
historical results and is not intended to indicate future performance. The
performance figures advertised for a Series may or may not reflect the effect of
any charges that are imposed under a variable annuity or variable life contract
that is funded by the Trust. Such charges, described in the variable annuity or
variable life prospectus, will have the effect of reducing the performance
described below.

Each Series may advertise standardized average annual total return,
calculated in a manner prescribed by the Securities and Exchange Commission, and
non-standardized total return. Standardized average annual total return will
show 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. 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.

Each Series may also advertise yield, and the PPM America/JNL Money Market
Series may also advertise effective yield. Yield, as calculated by each Series
other than the PPM America/JNL Money Market Series, refers to the annualized
income generated by an investment in the Series over a specified thirty-day
period. The yield is calculated by assuming that the income generated by the
investment during that thirty-day period is generated each thirty-day period
over a twelve-month period and is shown as a percentage of the investment.
Yield, as calculated by the PPM America/JNL Money Market Series, is a measure of
the net dividend and interest income earned over a specific seven-day period
expressed as a percentage of the offering price of the Series. The yield is an
annualized figure, which means that it is assumed that the Series generates the
same level of net income over a 52-week period. Effective yield is calculated
under rules prescribed by the Securities and Exchange Commission and assumes a
weekly reinvestment of income earned. The effective

36
<PAGE> 40

yield will be slightly higher than the yield due to this
compounding effect. Because yield accounting methods differ from the methods
used for financial reporting and tax accounting purposes, a Series' yield may
not equal its distribution rate, the income paid to a shareholder's account, or
the income reported in the Series' financial statements.

The performance of the Series may be compared to the performance of other
mutual funds or mutual fund indices with similar objectives and policies as
reported by Lipper Analytical Services, Inc. ("Lipper"), CDA Investment
Technologies, Inc. ("CDA") or Donoghue's Money Fund Report. Lipper and CDA
performance calculations are based upon changes in net asset value with all
dividends reinvested and do not include the effect of any sales charges. The
Series' performance may also be compared to that of the Consumer Price Index or
various unmanaged stock and bond indices including, but not limited to, Salomon
Brothers Broad Investment Grade Index, Lehman Brothers High Yield Index, Lehman
Brothers Aggregate Bond Index, the Salomon Brothers Treasury Index, the S&P
Mid-Cap Index, the MSCI World Index, the Morgan Stanley E.A.FE. Index, the
Russell 2000 Index, and the S&P 500 Composite Stock Price Index.

From time to time, a Series also may quote information from publications
including, but not limited to, the following: Morningstar, Inc., The Wall Street
Journal, Money Magazine, Forbes, Barron's, The New York Times, USA Today,
Institutional Investor and Registered Representative. Also, investors may want
to compare the historical returns of various investments, performance indices of
those investments or economic indicators, including but not limited to stocks,
bonds, certificates of deposit and other bank products, money market funds and
U.S. Treasury obligations. Certain of these alternative investments may offer
fixed rates of return and guaranteed principal, and may be insured. Economic
indicators may include, without limitation, indicators of market rate trends and
cost of funds, such as Federal Home Loan Bank Board 11th District Cost of Funds
Index (COFI).

Each Series' shares are sold at net asset value. Each Series' returns will
fluctuate. Shares of a Series are redeemable by an investor at the then current
net asset value, which may be more or less than original cost. Additional
information concerning each Series' performance appears in the Statement of
Additional Information, and in the Trust's Annual Report to Shareholders which
may be obtained, without charge, by writing or calling the Trust.

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

- --------------------------------------------------------------------------------
TAX STATUS
- --------------------------------------------------------------------------------

The Trust's policy is to meet the requirements of Subchapter M of the
Internal Revenue Code. Each Series intends to distribute all its taxable net
investment income and capital gains to shareholders, and therefore, will not be
required to pay any federal income taxes.

Each Series of the Trust is treated as a separate entity for purposes of
the regulated investment company provisions of the Internal Revenue Code, and,
therefore, the assets, income, and distributions of each Series are considered
separately for purposes of determining whether or not the Series qualifies as a
regulated investment company.

37
<PAGE> 41

CUSTODIAN AND TRANSFER AGENT

The Northern Trust Company
Fifty South LaSalle Street
Chicago, Illinois 60675

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

LEGAL COUNSEL

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06881

INVESTMENT ADVISER

Jackson National Financial Services, Inc.
5901 Executive Drive
Lansing, Michigan 48911

38
<PAGE> 42

- --------------------------------------------------------------------------------
APPENDIX A -- RATINGS OF INVESTMENTS
- --------------------------------------------------------------------------------

COMMERCIAL PAPER RATINGS

A-1, A-2 AND PRIME-1, PRIME-2 COMMERCIAL PAPER RATINGS

Commercial paper rated by Standard & Poor's Ratings Group has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at least
two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are unquestioned.
Relative strength or weakness of the above factors determine whether the
issuer's commercial paper is rated A-1 or A-2.

The ratings Prime-1 and Prime-2 are the two highest commercial paper
ratings assigned by Moody's Investors Service, Inc. Among the factors considered
by it in assigning ratings are the following: (1) evaluation of the management
of the issuer; (2) economic evaluation of the issuer's industry or industries
and an appraisal of speculative-type risks which may be inherent in certain
areas; (3) evaluation of the issuer's products in relation to competition and
customer-acceptance; (4) liquidity; (5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years; (7) financial strength of a
parent company and the relationships which exist with the issuer; and (8)
recognition by the management of obligations which may be present or may arise
as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated Prime-1 or 2.

CORPORATE BONDS

STANDARD & POOR'S RATINGS GROUP BOND RATINGS

AAA. Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA. Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issued only in small degree.

A. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB. Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C. Debt rated BB, B, CCC, CC, and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

CI. The rating CI is reserved for income bonds on which no interest is
being paid.

D. Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

AAA. Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

AA. Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A. Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

A-1
<PAGE> 43

BAA. Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time.

Such bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well.

BA. Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B. Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA. Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal and
interest.

CA. Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C. Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

MUNICIPAL BONDS

STANDARD & POOR'S RATINGS GROUP MUNICIPAL BOND RATINGS

AAA. Bonds rated AAA have the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA. Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.

A. Bonds which are rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB. Bonds which are rated BBB are regarded as having an adequate capacity
to pay interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for bonds in this category than for bonds in higher rated categories.

Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATINGS

NOTE: Moody's applies numerical modifiers, 1, 2 AND 3 in each generic
rating classification from "AA" through "B" in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier indicates that the issue ranks in the lower end of its generic rating
category.

A-2
<PAGE> 44

VC2440
<PAGE> 45

STATEMENT OF ADDITIONAL INFORMATION

SEPTEMBER 16, 1996

JNL SERIES TRUST

JNL Aggressive Growth Series
JNL Capital Growth Series
JNL Global Equities Series
JNL/Alger Growth Series

JNL/Eagle Core Equity Series

JNL/Eagle SmallCap Equity Series

JNL/Phoenix Investment Counsel Balanced Series
JNL/Phoenix Investment Counsel Growth Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
PPM America/JNL Value Equity Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL U.S. Government & Quality Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series

This Statement of Additional Information 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 Series Trust Prospectus, dated
September 16, 1996. The Prospectus may be obtained by calling (800) 322-8257,
or writing P.O. Box 25127, Lansing, Michigan 48909.

TABLE OF CONTENTS

<TABLE>
<S> <C>
General Information and History 2
Investment Restrictions Applicable to all Series 2
Common Types of Securities 4
Trustees and Officers of the Trust 10
Performance 12
Investment Adviser and Other Services 15
Purchases, Redemptions and Pricing of Shares 18
Additional Information 20
Tax Status 21

</TABLE>

<PAGE> 46

Financial Statements 22

<PAGE> 47

GENERAL INFORMATION AND HISTORY

The JNL Series Trust ("Trust") is an open-end management investment
company organized under the laws of Massachusetts, by a Declaration of Trust,
dated June 1, 1994. The Trust offers shares in 16 separate Series, each with
its own investment objective.

<PAGE> 48

<PAGE> 49

INVESTMENT RESTRICTIONS APPLICABLE TO ALL SERIES

As indicated in the Prospectus, each Series is subject to certain
fundamental policies and restrictions that may not be changed without
shareholder approval. Shareholder approval means approval by the lesser of (i)
more than 50% of the outstanding voting securities of the Trust (or a
particular Series if a matter affects just that Series), or (ii) 67% or more of
the voting securities present at a meeting if the holders of more than 50% of
the outstanding voting securities of the Trust (or a particular Series) are
present or represented by proxy. As fundamental policies, no Series may:

(1) Own more than 10% of the outstanding voting securities of any one
issuer and, as to fifty percent (50%) of the value of the total assets for JNL
Capital Growth and JNL Aggressive Growth Series, and as to seventy-five percent
(75%) of the value of the total assets of the other Series, purchase the
securities of any one issuer (except cash items and "government securities" as
defined under the Investment Company Act of 1940, as amended (the "1940 Act"),
if immediately after and as a result of such purchase, the value of the
holdings of a Series in the securities of such issuer exceeds 5% of the value
of such Series' total assets. With respect to the other 50% of the value of
its total assets, JNL Capital Growth and JNL Aggressive Growth Series may
invest in the securities of as few as two issuers (not to exceed 25% in any one
issuer).

<PAGE> 50

(2) Invest more than 25% of the value of their respective assets in any
particular industry (other than U.S. Government securities); except the PPM
America/JNL Money Market Series.

(3) Except for the JNL/Eagle Core Equity Series, invest directly in real
estate or interests in real estate; however, the Series may own debt or equity
securities issued by companies engaged in those businesses.

(4) Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this limitation
shall not prevent the Series from purchasing or selling options, futures, swaps
and forward contracts or from investing in securities or other instruments
backed by physical commodities).

(5) Lend any security or make any other loan if, as a result, more than
25% of a 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) Act as an underwriter of securities issued by others, except to the
extent that a Series may be deemed an underwriter in connection with the
disposition of portfolio securities of such Series.

(7) Invest more than 15% of a Series' net assets (10% in the case of the
PPM America/JNL Money Market Series and the JNL/Alger Growth Series) in
securities that are restricted as to disposition under federal securities law,
or securities with other legal or contractual restrictions or resale. This
limitation does not apply to securities eligible for resale pursuant to Rule
144A of the Securities Act of 1933 or Commercial Paper issued in reliance upon
the exemption from registration contained in Section 4(2) of that Act, which
have been determined to be liquid in accordance with guidelines established by
the Board of Trustees.

(8) Purchase or retain the securities of any issuer if any of the
officers, trustees or directors of all Series or the investment adviser or
sub-adviser owns beneficially more than 1/2 of 1% of the securities of such
issuer and together they own more than 5% of the securities of such issuer.

(9) The Series will not issue senior securities except that they may
borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 25% of the value of their respective
total assets (including the amount borrowed) less liabilities (other than
borrowings). If borrowings exceed 25% of the value of a Series' total assets
by reason of a decline in net assets, the Series will reduce its borrowings
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements,
deposits of assets to margin or guarantee positions in futures, options, swaps
and forward contracts, or the segregation of assets in connection with such
contracts.

The Trustees have adopted additional investment restrictions for the
Series. These restrictions are operating policies of the Series and may be
changed by the Trustees without

<PAGE> 51

shareholder approval. The additional investment restrictions adopted by the
Trustees to date include the following:

(a) Each Series' investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included within that
amount, but not to exceed 2% of the value of a Series' net assets, may be
warrants that are not listed on the New York or American Stock Exchanges.
Warrants acquired by a Series in units or attached to securities shall be
deemed to be without value for the purpose of monitoring this policy.

(b) The Series do not currently intend to sell securities short, unless
they own or have the right to obtain securities equivalent in kind and amount
to the securities sold short without the payment of any additional
consideration therefor, and provided that transactions in futures, options,
swaps and forward contracts are not deemed to constitute selling securities
short.

(c) The Series do not currently intend to purchase securities on margin,
except that the Series may obtain such short-term credits as are necessary for
the clearance of transactions, and provided that margin payments and other
deposits in connection with transactions in futures, options, swaps and forward
contracts shall not be deemed to constitute purchasing securities on margin.

(d) The Series do not currently intend to (i) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (ii) purchase or retain
securities issued by other open-end investment companies. Limitations (i) and
(ii) do not apply to money market funds or to securities received as dividends,
through offers of exchange, or as a result of a reorganization, consolidation,
or merger.

(e) The Series do not currently intend to invest directly in oil, gas, or
other mineral development or exploration programs or leases; however, the
Series may own debt or equity securities of companies engaged in those
businesses.

(f) The Series intend to comply with the Commodity Futures Trading
Commission ("CFTC") regulations limiting a Series' investments in futures and
options for non-hedging purposes.

INSURANCE LAW RESTRICTIONS. In connection with the Trust's agreement to sell
shares to the separate accounts, Jackson National Financial Services, Inc.
("JNFSI") and the insurance companies may enter into agreements, required by
certain state insurance departments, under which JNFSI may agree to use its
best efforts to assure and to permit insurance companies to monitor that each
Series of the Trust 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, the insurance company would take
appropriate action which might include ceasing to make investments in the
Series or withdrawing from the state imposing the limitation. Such

<PAGE> 52

restrictions and limitations are not expected to have a significant impact on
the Trust's operations.

COMMON TYPES OF SECURITIES

ASSET-BACKED SECURITIES. The credit quality of most asset-backed securities
depends primarily on the credit quality of the assets underlying such
securities, how well the entity issuing the security is insulated from the
credit risk of the originator or any other affiliated entities, and the amount
and quality of any credit support provided to the securities. The rate of
principal payment on asset-backed securities generally depends on the rate of
principal payments received on the underlying assets which in turn may be
affected by a variety of economic and other factors. As a result, the yield on
any asset-backed security is difficult to predict with precision and actual
yield to maturity may be more or less than the anticipated yield to maturity.
Asset-backed securities may be classified as pass-through certificates or
collateralized obligations.

Pass-through certificates are asset-backed securities which represent an
undivided fractional ownership interest in an underlying pool of assets.
Pass-through certificates usually provide for payments of principal and
interest received to be passed through to their holders, usually after
deduction for certain costs and expenses incurred in administering the pool.
Because pass-through certificates represent an ownership interest in the
underlying assets, the holders thereof bear directly the risk of any defaults
by the obligors on the underlying assets not covered by any credit support.

Asset-backed securities issued in the form of debt instruments, also known
as collateralized obligations, are generally issued as the debt of a special
purpose entity organized solely for the purpose of owning such assets and
issuing such debt. Such assets are most often trade, credit card or automobile
receivables. The assets collateralizing such asset-backed securities are
pledged to a trustee or custodian for the benefit of the holders hereof. Such
issuers generally hold no assets other than those underlying the asset-backed
securities and any credit support provided. As a result, although payments on
such asset-backed securities are obligations of the issuers, in the event of
defaults on the underlying assets not covered by any credit support, the
issuing entities are unlikely to have sufficient assets to satisfy their
obligations on the related asset-backed securities.

BANK OBLIGATIONS. Bank obligations 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.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). CMOs are bonds that are
collateralized by whole loan mortgages or mortgage pass-through securities.
The bonds issued in a CMO transaction are divided into groups, and each group
of bonds is referred to as a "tranche." Under

<PAGE> 53

the traditional CMO structure, the cash flows generated by the mortgages or
mortgage pass-through securities in the collateral pool are used to first pay
interest and then pay principal to the CMO bondholders. The bonds issued under
a CMO structure are retired sequentially as opposed to the pro rata return of
principal found in traditional pass-through obligations. Subject to the
various provisions of individual CMO issues, the cash flow generated by the
underlying collateral (to the extent it exceeds the amount required to pay the
stated interest) is used to retire the bonds. Under the CMO structure, the
repayment of principal among the different tranches is prioritized in
accordance with the terms of the particular CMO issuance. The "fastest-pay"
tranche of bonds, as specified in the prospectus for the issue, would initially
receive all principal payments. When that tranche of bonds is retired, the
next tranche, or tranches, in the sequence, as specified in the prospectus,
receive all of the principal payments until they are retired. The sequential
retirement of bonds groups continues until the last tranche, or group of bonds,
is retired. Accordingly, the CMO structure allows the issuer to use cash flows
of long maturity, monthly-pay collateral to formulate securities with short,
intermediate and long final maturities and expected average lives.

COMMERCIAL PAPER. Commerical paper are short-term promissory notes issued by
corporations primarily to finance short-term credit needs. Certain notes may
have floating or variable rates.

FOREIGN GOVERNMENT SECURITIES. Foreign government securities are issued or
guaranteed by a foreign government, province, instrumentality, political
subdivision or similar unit thereof.

HIGH YIELD BONDS. High Yield Bonds are fixed income securities offering high
current income that are in the lower rated categories of recognized rating
agencies or not rated. These lower-rated fixed income securities are
considered, on balance, as predominantly speculative with respect to capacity
to pay interest and repay principal in accordance with the terms of the
obligation and generally will involve more credit risk than securities in the
higher rated categories.

<PAGE> 54

High yield securities frequently are issued by corporations in the growth
stage of their development. They may also be issued in connection with a
corporate reorganization or a corporate takeover. Companies that issue such
high yielding securities often are highly leveraged and may not have available
to them more traditional methods of financing. Therefore, the risk associated
with acquiring the securities of such issuers generally is greater than is the
case with higher rated securities. For example, during an economic downturn or
recession, highly leveraged issuers of high yield securities may experience
financial stress. During such periods, such issuers may not have sufficient
revenues to meet their interest payment obligations. The issuer's ability to
service its debt obligations may also be adversely affected by specific
corporate developments, or the issuer's inability to meet specific projected
business forecasts, or the unavailability of additional financing. Adverse
publicity and investor perceptions regarding lower rated bonds, whether or not
based upon fundamental analysis, may also depress the price for such
securities. The risk of loss from default by the issuer is significantly
greater for the holders of high yield securities because such securities are
generally unsecured and are often subordinated to other creditors of the
issuer.

HYBRID INSTRUMENTS. Hybrid instruments have recently been developed and
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 equity securities 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.

<PAGE> 55

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are securities
representing an interest in a pool of mortgages. The mortgages may be of a
variety of types, including adjustable rate, conventional 30-year fixed rate,
graduated payment, and 15-year. Principal and interest payments made on the
mortgages in the underlying mortgage pool are passed through to the Series.
This is in contrast to traditional bonds where principal is normally paid back
at maturity in a lump sum. Unscheduled prepayments of principal shorten the
securities' weighted average life and may lower their total return. (When a
mortgage in the underlying mortgage pool is prepaid, an unscheduled principal
prepayment is passed through to the Series. This principal is returned to the
Series at par. As a result, if a mortgage security were trading at a discount,
its total return would be increased by prepayments). The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the federal agency that issued them. In addition, the
mortgage securities market in general may be adversely affected by
changes in governmental regulation or tax policies.

MUNICIPAL OBLIGATIONS. Municipal Obligations include debt obligations issued
to obtain funds for various public purposes, including the construction of a
wide range of public facilities such as bridges, highways, housing, hospitals,
mass transportation, schools, streets and water and sewer works. Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses, and
obtaining funds to loan to other public institutions and facilities. In
addition, certain types of industrial development bonds are issued by or on
behalf of public authorities to obtain funds to provide privately-operated
housing facilities, sports facilities, convention or trade show facilities,
airport, mass transit, port or parking facilities, air or water pollution
control facilities for water supply, gas, electricity or sewage or solid waste
disposal. Such obligations are included with the term Municipal Obligations if
the interest paid thereon qualifies as exempt from federal income tax.

Other types of industrial development bonds, the proceeds of which are used for
the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Obligations,
although the current federal tax laws place substantial limitations on the size
of such issues.

REPURCHASE AGREEMENTS. A Repurchase Agreement may be considered a loan
collateralized by securities. 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'

<PAGE> 56

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.

SAVINGS AND LOAN OBLIGATIONS. Savings and loan obligations include negotiable
certificates of deposit and other short-term debt obligations of savings and
loan associations.

SHORT-TERM CORPORATE DEBT SECURITIES. Short-term corporate debt securities are
outstanding 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.

STRIPPED AGENCY MORTGAGE-BACKED SECURITIES. Stripped Agency Mortgage-Backed
Securities represent interests in a pool of mortgages, the cash flow of
which has been separated into its interest and principal components. "IOs"
(interest only securities) receive the interest portion of the cash flow
while "POs" (principal only securities) receive the principal portion.
Stripped Agency Mortgage-Backed Securities may be issued by U.S. Government
agencies or by private issuers similar to those described with respect to CMOs
and privately-issued mortgage-backed certificates. As interest rates rise
and fall, the value of IOs tends to move in the same direction as interest
rates. The value of the other mortgage-backed securities described herein,
like other debt instruments, will tend to move in the opposite direction
compared to interest rates. Under the Internal Revenue Code of 1986, as
amended (the "Code"), POs may generate taxable income from the current accrual
of original issue discount, without a corresponding distribution of cash to
the Series.

The cash flows and yields on IO and PO classes are extremely sensitive to
the rate of principal payments (including prepayments) on the related
underlying mortgage assets. For example, a rapid or slow rate of principal
payments may have a material adverse effect on the prices of IOs or POs,
respectively. If the underlying mortgage assets experience greater than
anticipated prepayments of principal, an investor may fail to recoup fully its
initial investment in an IO class of a stripped mortgage-backed security, even
if the IO class is rated AAA or Aaa or is derived from a full faith and credit
obligation. Conversely, if the underlying mortgage assets experience slower
than anticipated prepayments of principal, the price on a PO class will be
affected more severely than would be the case with a traditional
mortgage-backed security.

SUPRANATIONAL AGENCY SECURITIES. Supranational Agency Securities are
securities issued or guaranteed by certain supranational entities, such as the
International Development Bank.

U.S. GOVERNMENT AGENCY SECURITIES. U.S. Government Agency Securities are
issued or guaranteed by U.S. Government sponsored enterprises and federal
agencies. These include securities issued by the Federal National Mortgage
Association, Government National Mortgage Association, 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 are supported by the
full faith and credit

<PAGE> 57

of the U.S. Treasury; the remainder are supported only by the credit of the
instrumentality, which may or may not include the right of the issuer to borrow
from the Treasury.

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. Variable Rate Securities that cannot be disposed of promptly within
seven days and in the usual course of business without taking a reduced price
will be treated as illiquid and subject to the limitation on investments in
illiquid securities.

WARRANTS. The Series may invest in warrants. Warrants are pure speculation in
that they 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 equity securities 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. The 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 segregate for these securities by maintaining cash
and/or liquid, high-grade debt securities with its custodian bank 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.

<PAGE> 58

ZERO COUPON BONDS. A Series may invest up to 10% of its assets in zero coupon
bonds or strips. Zero coupon bonds do not make regular interest payments;
rather, they are sold at a discount from face value. Principal and accreted
discount (representing interest accrued but not paid) are paid at maturity.
Strips are debt securities that are stripped of their interest after the
securities are issued, but otherwise are comparable to zero coupon bonds. The
market value of strips and zero coupon bonds generally fluctuates in response
to changes in interest rates to a greater degree than interest-paying
securities of comparable term and quality.

<PAGE> 59

TRUSTEES AND OFFICERS OF THE TRUST

The officers of the Trust manage its day to day operations and are
responsible to the Trust's Board of Trustees. The trustees set broad policies
for each Series and choose the Trust's officers. The following is a list of
the trustees and officers of the Trust and a statement of their present
positions and principal occupations during the past five years. The mailing
address of the officers and trustees, unless otherwise noted, is 5901 Executive
Drive, Lansing, Michigan 48911.

JOHN A. KNUTSON* (Age 56), Trustee, Chairman of the Board, President and Chief
Executive Officer, June 1994 to present; President, Trustee and Chairman of the
Board, June 1993 to present, Chief Financial Officer, 1992 to December 1994,
Jackson National Capital Management Funds; President, August 1993 to present,
Chief Financial Officer, February 1992 to present, Director, November 1991 to
present, Jackson National Financial Services, Inc.; President, June 1993 to
February 1994, Senior Vice President, September 1987 to June 1993 and February
1994 to present, Chief Financial Officer, September 1987 to June 1994, Chief
Operating Officer, September 1992 to present, Jackson National Life Insurance
Company.

JOSEPH FRAUENHEIM (Age 62), 1405 Cambridge, Lansing, MI 48911, Trustee,
December 1994 to present; Consultant, 1991 to present; President & CEO,
Manufacturers Bank of Lansing.

PAUL B. (PETE) PHEFFER* (Age 44), Trustee, Vice President, Treasurer & Chief
Financial Officer, December 1994 to present; Vice President and Assistant
Treasurer, June 1994 to present, Jackson National Capital Management Funds;
Senior Vice President, Chief Financial Officer and Treasurer, May 1994 to
present, Jackson National Life Insurance Company; Vice President and Chief
Financial Officer, February 1992 to May 1994, Kemper Life Insurance Companies.

THOMAS J. MEYER (Age 49), Vice President, Counsel and Secretary, December 1994
to present; Vice President and Secretary, 1992 to present, Jackson National
Capital Management Funds; Secretary and Chief Legal Officer, November 1991 to
present, Director, June 1995 to present, Jackson National Financial Services,
Inc.; Secretary, September 1994 to present, Vice President, September 1990 to
present, General Counsel, March 1985 to present, Jackson National Life
Insurance Company.

LARRY C. JORDAN (Age 53), Vice President, December 1994 to present, Assistant
Secretary, February 1996 to present, Assistant Treasurer, December 1994 to
February 1996; Vice President and Assistant Secretary, 1992 to present, Jackson
National Capital Management Funds; Treasurer and Assistant Secretary, November
1991 to present, Chief Operating Officer,

<PAGE> 60

September 1992 to present, Director June 1993 to present, Jackson National
Financial Services, Inc.; Treasurer, October 1980 to September 1994, Vice
President, October 1980 to present, Jackson National Life Insurance Company.

RICHARD MCLELLAN (Age 54), 1191 Carriageway North, East Lansing, MI 48823,
Trustee, December 1994 to present; Attorney, Dykema Gossett PLLC.

PETER MCPHERSON (Age 55), 450 Administration Building, East Lansing, MI 48824,
Trustee, December 1994 to present; President, October 1993 to present, Michigan
State University; Group Executive Vice President, November 1990 to October
1993, Bank of America.

ROBERT A. FRITTS (Age 47), Vice President, December 1994 to present, Assistant
Treasurer, February 1996 to present, Assistant Secretary, December 1994 to
February 1996; Vice President, Controller and Assistant Treasurer, December
1994 to present, Jackson National Capital Management Funds; Assistant
Treasurer, Vice President, Jackson National Life Insurance Company.

- ---------------
*Trustees who are interested persons as defined in the Investment Company Act
of 1940.

On June 21, 1996, the officers and trustees of the Trust, as a group, owned
less than 1% of the then outstanding shares of the Trust. As of that date,
Jackson National Life Insurance Company, a Michigan corporation, through its
initial investment of capital into each Series, owned 47.71% of the outstanding
shares of the Trust. To the extent required by applicable law, Jackson
National Life Insurance Company will solicit voting instructions from owners of
variable insurance or variable annuity contracts. All shares of each Series of
the Trust will be voted by Jackson National Life Insurance Company in
accordance with voting instructions received from such variable contract
owners. Jackson National Life Insurance Company 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 Jackson National Life Insurance Company's interest in
the Trust.

The trustees who are "interested persons" and officers as designated above
receive no compensation from the Trust. Disinterested Trustees will be paid
$2,500.00 for each meeting they attend. For the period ended March 31, 1996,
the Disinterested Trustees received the following fees for service as Trustee
(this includes fees paid for service prior to the Series' commencement date):

PENSION OR
AGGREGATE RETIREMENT BENEFITS TOTAL COMPENSATION

<PAGE> 61

<TABLE>
<CAPTION>
COMPENSATION FROM ACCRUED AS PART OF FROM TRUST AND FUND
TRUSTEE TRUST TRUST EXPENSES COMPLEX
<S> <C> <C> <C>
Joseph Frauenheim $15,000 0 $15,000
Richard McLellan 15,000 0 15,000
Peter McPherson 15,000 0 15,000
</TABLE>

PERFORMANCE

As described in the Prospectus, 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 or variable
life contract that is funded by the Trust. Such charges, described in the
variable annuity or variable life prospectus, 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 (seven-day period for
the PPM America/JNL Money Market Series) 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. 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 this 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 total return for each Series (except the PPM America/JNL
Money Market Series and except for the JNL/Eagle Core Equity Series and the
JNL/Eagle SmallCap Equity Series which commenced operations on September 16,
1996) for the period from commencement of operations of the Series to March 31,
1996 is as follows:

<PAGE> 62

<TABLE>
<S> <C>
JNL Aggressive Growth Series* 35.78%
JNL Capital Growth Series* 47.94%
JNL Global Equities Series* 41.51%
JNL/Alger Growth Series** 3.80%
JNL/Phoenix Investment Counsel Balanced Series* 16.60%
JNL/Phoenix Investment Counsel Growth Series* 37.69%
PPM America/JNL High Yield Bond Series* 7.82%
PPM America/JNL Value Equity Series* 31.14%
Salomon Brothers/JNL Global Bond Series* 10.74%
Salomon Brothers/JNL U.S. Government and Quality Bond Series* 4.65%
T. Rowe Price/JNL Established Growth Series* 28.23%
T. Rowe Price/JNL International Equity Investment Series* 12.50%
T. Rowe Price/JNL Mid-Cap Growth Series* 40.06%

</TABLE>

* Commenced operations on May 15, 1995.

** Commenced operations on October 16, 1995.

The standardized average annual total return quotations will be current to
the last day of the calendar quarter preceding the date on which an
advertisement is submitted for publication. 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 Series' shares 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.

<PAGE> 63

The yield for a Series other than the PPM America/JNL Money Market Series
is computed in accordance with a standardized method prescribed by the rules of
the SEC. Under that 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, according to the
following formula:

a - b 6
YIELD = 2[(----- + 1) - 1]
cd

Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the offering price (net asset value) per share on the last day of the
period.

The yield for the 30-day period ended March 31, 1996, for each of the
referenced Series was as follows:

<TABLE>
<S> <C>
JNL/Phoenix Investment Counsel Balanced Series 1.94%
PPM America/JNL High Yield Bond Series 8.55%
Salomon Brothers/JNL Global Bond Series 8.06%
Salomon Brothers/JNL U.S. Government and Quality Bond Series 5.68%
</TABLE>

In computing the foregoing 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.

The PPM America/JNL Money Market Series' yield is also computed in
accordance with a standardized method prescribed by rules of the SEC. Under
that method, the current yield quotation is based on a seven-day period and is
computed as follows. The first calculation is net investment income per share;
which is accrued interest on portfolio securities, plus or minus amortized
discount or premium, less accrued expenses. This number is then divided by the
price

<PAGE> 64

per share (expected to remain constant at $1.00) at the beginning of the period
("base period return"). The result is then divided by 7 and multiplied by 365
and the resulting yield figure is carried to the nearest one-hundredth of one
percent. Realized capital gains or losses and unrealized appreciation or
depreciation of investments are not included in the calculation. The PPM
America/JNL Money Market Series' yield for the seven-day period ended March 31,
1996 was 4.66%.

The PPM America/JNL Money Market Series' effective yield is determined by
taking the base period return (computed as described above) and calculating the
effect of assumed compounding. The formula for the effective yield is: (base
period return + 1)365/7 - 1. The PPM America/JNL Money Market Series'
effective yield for the seven-day period ended March 31, 1996 was 4.77%.

A Series' performance quotations are based upon historical results and are
not necessarily representative of future performance. The Series' shares are
sold at net asset value. Returns and net asset value will fluctuate, except
that the PPM America/JNL Money Market Series seeks to maintain a $1.00 net
asset value per share. Factors affecting a Series' performance include general
market conditions, operating expenses and investment management. Shares of a
Series are redeemable at the then current net asset value, which may be more or
less than original cost.

The performance of the Series may be compared to various other selected
recognized market indicators. There are differences and similarities between
the investments which a Series may purchase and the investments measured by the
market indicators. Each Series may compare its performance to one or more of
the Consumer Price Index, the Standard & Poor's 500 Index, the Standard & Poor's
Mid Cap Index, the MSCI World Index, the Lehman Brothers Aggregate Bond Index,
the Lehman Brothers High Yield Index, the Salomon Brothers Broad Investment
Grade Index, the Salomon Brothers Treasury Index, the Russell 2000 Index, or the
Morgan Stanley E.A.FE. Index (Europe, Australia, Far East Index). The foregoing
bond indexes are unmanaged. The market prices and yields of corporate and
government bonds will fluctuate. Lipper and CDA are widely recognized
independent mutual fund reporting services. Lipper and CDA indexes are weighted
performance averages of other mutual funds with similar investment objectives.
The net asset values and returns of the Series will also fluctuate. No
adjustments are made for taxes payable on dividends.

<PAGE> 65

INVESTMENT ADVISER AND OTHER SERVICES

JNFSI, 5901 Executive Drive, Lansing, Michigan 48911, is the investment
adviser of each Series and provides each Series with professional investment
supervision and management. JNFSI is a wholly-owned subsidiary of Jackson
National Life Insurance Company, which is in turn wholly-owned by Prudential
Corporation plc, the largest life insurance company in the United Kingdom.
JNFSI provides accounting services, preparation of financial statements, tax
services and regulatory reports.

Pursuant to an Amended Investment Advisory and Management Agreement, JNFSI
acts as the Trust's investment adviser, administers its business affairs,
furnishes office facilities and equipment, provides clerical, bookkeeping and
administrative services, and permits any of its officers or employees to serve
without compensation as trustees or officers of the Trust if elected to such
positions. The Amended 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
Trustees who are not parties to such agreement or interested persons of any
such party except in their capacity as Trustees of the Trust, and (ii) the
shareholders of each Series or the Board of Trustees. It may be terminated at
any time upon 60 days notice by either party, or by a majority vote of the
outstanding shares of a Series with respect to that Series, and will terminate
automatically upon assignment. Additional Series may be subject to a different
agreement. The Investment Advisory and Management Agreement provides that
JNFSI 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 JNFSI in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under the
agreement. As compensation for its services, the Trust pays JNFSI a fee as
described in the Prospectus. The fees paid by the Trust to JNFSI pursuant to
the Amended Investment Advisory and Management Agreement during the Trust's
fiscal year ended March 31, 1996 were $701,004.

In addition to providing the services described above JNFSI selects,
contracts with and compensates sub-advisers to manage the investment and
reinvestment of the assets of the Series of the Trust. JNFSI monitors the
compliance of such sub-advisers with the investment objectives and related
policies of each Series and reviews the performance of such sub-advisers and
reports periodically on such performance to the Trustees of the Trust.

Janus Capital Corporation ("Janus Capital") serves as sub-adviser for the
JNL Capital Growth, JNL Aggressive Growth and JNL Global Equities Series; Fred
Alger Management, Inc. ("Alger Management") serves as sub-adviser for the
JNL/Alger Growth Series; Eagle Assset Management, Inc. ("Eagle") serves as
sub-adviser to the JNL/Eagle Core Equity Series and the JNL/Eagle SmallCap
Equity Series; Phoenix Investment Counsel, Inc. ("PIC") serves as sub-adviser
for the JNL/Phoenix Investment Counsel Balanced and JNL/Phoenix Investment
Counsel Growth Series; PPM America, Inc. ("PPM") serves as sub-adviser for the
PPM America/JNL Value Equity, PPM America/JNL Money Market and PPM America/JNL
High Yield Bond Series; Salomon Brothers Asset Management

<PAGE> 66

Inc ("Salomon Brothers") serves as sub-adviser for the Salomon Brothers/JNL
U.S. Government & Quality Bond and Salomon Brothers/JNL Global Bond Series; T.
Rowe Price Associates, Inc. ("T. Rowe") serves as sub-adviser for the T. Rowe
Price/JNL Established Growth and T. Rowe Price/JNL Mid-Cap Growth Series; and
Rowe Price-Fleming International, Inc. ("Price-Fleming") serves as sub-adviser
for the T. Rowe Price/JNL International Equity Investment Series.

Subject to the supervision of JNFSI and the Trustees pursuant to
investment sub-advisory agreements entered into between JNFSI and each of the
sub-advisers, respectively, the sub-advisers invest and reinvest the Series'
assets consistent with the Series' respective investment objectives and
policies. The investment 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 Trustees who
are not parties to such agreement or interested persons of any such party
except in their capacity as Trustees of the Series and by the shareholders of
each Series or the Board of Trustees. It may be terminated at any time upon 60
days notice by either party, or by a majority vote of the outstanding shares of
a Series with respect to that Series, and will terminate automatically upon
assignment or upon the termination of the investment management agreement
between JNFSI and the Series. Additional Series may be subject to a different
agreement. The sub-advisers are responsible for compliance with the provisions
of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable
to each Series (relating to the diversification requirements applicable to
investments in underlying variable annuity contracts).

The Trust pays the compensation of the Trustees who are not affiliated
with JNFSI and all expenses (other than those assumed by JNFSI), including
governmental fees, interest charges, taxes, membership dues in certain industry
associations allocable to the Trust, fees and expenses of independent certified
public accountants, legal counsel, and any transfer agent, registrar, and
dividend disbursing agent of the Trust, expenses of preparing, printing, and
mailing shareholders' reports, notices, proxy statements, and reports to
governmental offices and commissions, expenses connected with the execution,
recording, and settlement of portfolio security transactions, insurance
premiums, fees and expenses of the custodian for all services to the Trust and
expenses of calculating the net asset value of shares of the Trust, and
expenses relating to the issuance, registration, and qualification of shares of
the Trust.

CUSTODIAN AND TRANSFER AGENT

The Northern Trust Company ("Northern Trust"), Fifty South LaSalle Street,
Chicago, Illinois 60675, as custodian, has custody of all securities and cash
of the Trust maintained in the United States. It attends to the collection of
principal and income, and payment for and collection of proceeds of securities
bought and sold by the Trust. Northern Trust is also the Trust's transfer
agent and dividend-paying agent.

INDEPENDENT ACCOUNTANTS

<PAGE> 67

The Series' independent accountants, Price Waterhouse LLP, 100 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, audit and report on the Series'
annual financial statements, prepare the Series' federal income and excise tax
returns, and perform other professional accounting, auditing and advisory
services when engaged to do so by the Series.

SERIES TRANSACTIONS AND BROKERAGE

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. JNFSI and the sub-advisers 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 JNFSI or the sub-advisers. In placing orders with such
broker/dealers, JNFSI and the sub-advisers will, where possible, take into
account the comparative usefulness of such information. Such information is
useful to JNFSI and the sub-advisers even though its dollar value may be
indeterminable and its receipt or availability generally does not reduce
JNFSI's or the sub-advisers' normal research activities or expenses.

Trust portfolio transactions may be effected with broker/dealers who have
assisted investors in the purchase of policies. However, neither such
assistance nor sale of other investment company shares is a qualifying or
disqualifying factor in a broker/dealer's selection, nor is the selection of
any broker/dealer based on the volume of shares sold.

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

During the Trust's fiscal year ended March 31, 1996, the Series (except for
the JNL/Eagle Core Equity Series and the JNL/Eagle SmallCap Equity Series which
commenced operations on September 16, 1996) paid the following amounts in
brokerage commissions:

<TABLE>
<S> <C>
JNL Aggressive Growth Series $19,654
JNL Capital Growth Series 16,905
JNL Global Equities Series 72,359
JNL/Alger Growth Series 9,414
JNL/Phoenix Investment Counsel Balanced Series 5,077
JNL/Phoenix Investment Counsel Growth Series 8,008
PPM America/JNL High Yield Bond Series 0
PPM America/JNL Value Equity Series 2,888
Salomon Brothers/JNL Global Bond Series 1,399
Salomon Brothers/JNL U.S. Government and Quality Bond Series 0
</TABLE>

<PAGE> 68

<TABLE>
<S> <C>
T. Rowe Price/JNL Established Growth Series 20,293
T. Rowe Price/JNL International Equity Investment Series 63,341
T. Rowe Price/JNL Mid-Cap Growth Series 25,663

</TABLE>

As of March 31, 1996, the T. Rowe Price/JNL Established Growth Series
owned $83,000 in securities of JP Morgan and Co., Inc., one of the Trust's
regular broker/dealers.

PURCHASES, REDEMPTIONS AND PRICING OF SHARES

An insurance company or certain tax qualified retirement plans may
purchase shares of the Series at their net asset value. For an insurance
company, shares are purchased using premiums received on policies issued by
separate accounts. These separate accounts are funded by shares of the Trust.

As stated in the Prospectus, the net asset value ("NAV") of Series shares
is determined once each day on which the New York Stock Exchange (the "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 shares is not determined on the days the NYSE is closed, which days
generally are New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. The per share NAV of
a Series is determined by dividing the total value of the securities and other
assets, less liabilities, by the total number of shares 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 money
market 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 Trustees.

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

<PAGE> 69

Days and on which a Series' net asset value is not calculated. A Series
calculates net asset value per share, and therefore effects sales, redemptions
and repurchases of its shares, 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.

For the PPM America/JNL Money Market Series, securities are valued at
amortized cost, which approximates market value, in accordance with Rule 2a-7
under the Investment Company Act of 1940. The net income of the PPM
America/JNL Money Market Series is determined once each day, on which the NYSE
is open, at the close of the regular trading session of the NYSE (normally 4:00
p.m., Eastern time, Monday through Friday). All the net income of the Series,
so determined, is declared in shares as a dividend to shareholders of record at
the time of such determination. Shares purchased become entitled to dividends
declared as of the first day following the date of investment. Dividends are
distributed in the form of additional shares of the Series on the last business
day of each month at the rate of one share (and fraction thereof) of the Series
for each one dollar (and fraction thereof) of dividend income.

For this purpose, the net income of the PPM America/JNL Money Market
Series (from the time of the immediately preceding determination thereof) shall
consist of: (a) all interest income accrued on the portfolio assets of the
Series, (b) less all actual and accrued expenses, and (c) plus or minus net
realized gains and losses on the assets of the Series determined in accordance
with generally accepted accounting principles. Interest income shall include
discount earned (including both original issue and market discount) on discount
paper accrued ratably to the date of maturity. Securities are valued at market
or amortized cost which approximates market, which the Trustees have determined
in good faith constitutes fair value for the purposes of complying with the
Investment Company Act of 1940.

Because the net income of the PPM America/JNL Money Market Series is
declared as a dividend each time the net income is determined, the net asset
value per share (i.e., the value of the net assets of the Series divided by the
number of shares outstanding) remains at one dollar per share immediately after
each such determination and dividend declaration. Any increase in the value of
a shareholder's investment in the Series, representing the reinvestment of
dividend income, is reflected by an increase in the number of shares of the
Series in its account. Pursuant to its objective of maintaining a fixed one
dollar share price, the Series will not purchase securities with a remaining
maturity of more than 397 days and will maintain a dollar weighted average
portfolio maturity of 90 days or less.

The Trust 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 shareholders.

<PAGE> 70

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES - The Declaration of Trust permits the Trustees to
issue an unlimited number of full and fractional shares of beneficial interest
of each Series and to divide or combine such shares into a greater or lesser
number of shares without thereby changing the proportionate beneficial
interests in the Trust. Each share of a Series represents an equal
proportionate interest in that Series with each other share. The Trust
reserves the right to create and issue a number of Series of shares. In that
case, the shares of each Series would participate equally in the earnings,
dividends, and assets of the particular Series. Upon liquidation of a Series,
shareholders are entitled to share pro rata in the net assets of such Series
available for distribution to shareholders.

VOTING RIGHTS - Shareholders are entitled to one vote for each share held.
Shareholders may vote in the election of Trustees and on other matters
submitted to meetings of shareholders. No amendment may be made to the
Declaration of Trust without the affirmative vote of a majority of the
outstanding shares of the Trust. The Trustees may, however, amend the
Declaration of Trust without the vote or consent of shareholders to:

- designate Series of the Trust; or

- change the name of the Trust; or

- supply any omission, cure, correct, or supplement any ambiguous,
defective, or inconsistent provision to conform the Declaration of
Trust to the requirements of applicable federal or state regulations
if they deem it necessary.

Shares have no pre-emptive or conversion rights. Shares are fully paid
and non-assessable, except as set forth in the prospectus. In regard to
termination, sale of assets, or change of investment restrictions, the right to
vote is limited to the holders of shares of the particular Series affected by
the proposal. When a majority is required, it means the lesser of 67% or more
of the shares present at a meeting when the holders of more than 50% of the
outstanding shares are present or represented by proxy, or more than 50% of the
outstanding shares.

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

TAX STATUS

The Trust's policy is to meet the requirements of Subchapter M of the
Internal Revenue Code. Each Series intends to distribute taxable net
investment income and capital gains to shareholders in amounts that will avoid
federal income or excise tax. Jackson National Life Insurance Company is
currently the sole shareholder of the Trust. In addition, each Series intends
to comply with the

<PAGE> 71

diversification requirements of Code Section 817(h) related to the tax-deferred
status of insurance company separate accounts.

All income, dividends, and capital gains distributions, if any, on Series
shares are reinvested automatically in additional shares of the Series at the
NAV determined on the first Business Day following the record date, unless
otherwise requested by a shareholder.

Each Series of the Trust is treated as a separate entity for purpose of
the regulated investment company provisions of the Internal Revenue Code and,
therefore, the assets, income, and distributions of each Series are considered
separately for purposes of determining whether or not the Series qualifies as a
regulated investment company.

<PAGE> 72

JNL SERIES TRUST

FINANCIAL STATEMENTS

<PAGE> 73

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

REPORT OF INDEPENDENT ACCOUNTANTS

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

To the Shareholders and Board of Trustees of
JNL Series Trust

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the JNL Aggressive Growth Series,
JNL Capital Growth Series, JNL Global Equities Series, JNL/Alger Growth Series,
JNL/Phoenix Investment Counsel Balanced Series, JNL/Phoenix Investment Counsel
Growth Series, PPM America/JNL High Yield Bond Series, PPM America/JNL Money
Market Series, PPM America/JNL Value Equity Series, Salomon Brothers/JNL Global
Bond Series, Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe
Price/JNL Established Growth Series, T. Rowe Price/JNL International Equity
Investment Series and T. Rowe Price/JNL Mid-Cap Growth Series (constituting JNL
Series Trust, hereafter referred to as the "Trust") at March 31, 1996, and each
of their results of operations, changes in net assets and financial highlights
for the period then ended, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at March 31, 1996 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP SIGNATURE

Milwaukee, Wisconsin
May 10, 1996
<PAGE> 74

JNL SERIES TRUST

STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1996

<TABLE>
<CAPTION>
JNL/PHOENIX
JNL INVESTMENT
AGGRESSIVE JNL CAPITAL JNL GLOBAL JNL/ALGER COUNSEL
GROWTH GROWTH EQUITIES GROWTH BALANCED
SERIES SERIES SERIES SERIES SERIES
---------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments in securities, at cost.................. $7,932,131 $ 8,054,563 $15,789,329 $7,505,319 $4,611,438
========== =========== =========== ========== ==========
Investments in securities, at value................. $8,768,413 $ 9,808,857 $18,190,629 $7,888,932 $4,748,669
Cash................................................ 30,384 16,426 6,040 1,301,938 3,899
Foreign currency.................................... -- -- -- -- --
Receivables:
Dividends and interest............................ 2,114 489 13,105 2,812 18,042
Foreign currency contracts........................ 698,832 321,617 6,441,223 -- --
Foreign taxes recoverable......................... 192 55 2,542 -- 5
Investment securities sold........................ 118,941 30,679 109,552 -- --
Reimbursements from Adviser....................... 25,924 8,162 46,724 606 10,896
Prepaid expenses.................................... 124 192 441 7,929 335
---------- ----------- ----------- ---------- ----------
TOTAL ASSETS........................................ 9,644,924 10,186,477 24,810,256 9,202,217 4,781,846
---------- ----------- ----------- ---------- ----------
LIABILITIES
Payables:
Advisory fee...................................... 6,386 6,982 12,662 6,183 3,204
Foreign currency contracts........................ 698,666 321,825 6,430,820 -- --
Investment securities purchased................... 385,136 261,864 2,182,989 534,117 --
Accrued expenses and other liabilities.............. 27,681 18,273 43,236 12,680 18,013
---------- ----------- ----------- ---------- ----------
TOTAL LIABILITIES................................... 1,117,869 608,944 8,669,707 552,980 21,217
---------- ----------- ----------- ---------- ----------
NET ASSETS.......................................... $8,527,055 $ 9,577,533 $16,140,549 $8,649,237 $4,760,629
========== =========== =========== ========== ==========
NET ASSETS CONSIST OF:
Paid-in capital................................... $6,891,953 $ 7,457,586 $12,262,152 $8,442,317 $4,539,110
Undistributed net investment income............... 7,691 -- 2,538 -- 24,386
Accumulated net realized gain (loss) on
investments and foreign currency related
items........................................... 791,100 365,918 1,461,601 (176,693) 59,902
Net unrealized appreciation (depreciation) on:
Investments....................................... 836,282 1,754,294 2,401,300 383,613 137,231
Foreign currency related items.................... 29 (265) 12,958 -- --
---------- ----------- ----------- ---------- ----------
NET ASSETS.......................................... $8,527,055 $ 9,577,533 $16,140,549 $8,649,237 $4,760,629
========== =========== =========== ========== ==========
TOTAL SHARES OUTSTANDING (NO PAR VALUE), UNLIMITED
SHARES AUTHORIZED................................. 649,425 691,024 1,173,884 832,889 426,016
======= ======= ========= ======= =======
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER
SHARE............................................. $13.13 $13.86 $13.75 $10.38 $11.17
======= ======= ========= ======= =======
</TABLE>

See notes to the financial statements.
<PAGE> 75
<TABLE>
<CAPTION>
JNL/PHOENIX PPM PPM SALOMON T. ROWE
INVESTMENT PPM AMERICA/JNL AMERICA/JNL SALOMON BROTHERS/JNL PRICE/JNL
COUNSEL AMERICA/JNL MONEY VALUE BROTHERS/JNL U.S. GOVERNMENT ESTABLISHED
GROWTH HIGH YIELD MARKET EQUITY GLOBAL BOND & QUALITY BOND GROWTH
SERIES BOND SERIES SERIES SERIES SERIES SERIES SERIES
----------- ------------ ----------- ----------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,554,883 $5,817,916 $6,820,652 $2,845,198 $6,777,132 $ 2,982,216 $ 8,367,077
========== ========== ========== ========== ========== ========== ==========
$2,692,580 $5,848,721 $6,820,652 $3,340,333 $6,802,457 $ 2,949,192 $ 8,977,685
611 83,983 10,349 66,904 8,563 624,136 35,064
-- -- -- -- -- -- --
1,403 137,968 -- 4,518 146,237 18,615 8,833
-- -- -- -- 2,057,342 -- --
9 -- -- -- 206 -- 996
-- 304,250 -- -- 17,672 10,488 --
7,255 277 93 1,167 9,271 2,052 12,007
376 278 97 194 478 16 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
2,702,234 6,375,477 6,831,191 3,413,116 9,042,226 3,604,499 9,034,585
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,594 3,771 3,118 2,008 4,348 1,599 5,794
-- -- -- -- 2,051,523 -- --
167,835 203,507 -- 34,414 587,536 584,031 238,522
14,735 12,670 12,434 11,389 18,756 12,080 18,227
---------- ---------- ---------- ---------- ---------- ---------- ----------
184,164 219,948 15,552 47,811 2,662,163 597,710 262,543
---------- ---------- ---------- ---------- ---------- ---------- ----------
$2,518,070 $6,155,529 $6,815,639 $3,365,305 $6,380,063 $ 3,006,789 $ 8,772,042
========== ========== ========== ========== ========== ========== ==========
$2,241,131 $6,037,121 $6,815,639 $2,796,032 $6,139,050 $ 2,998,112 $ 8,072,351
2,938 112,478 -- 14,765 154,263 31,823 6,828
136,304 (24,875) -- 59,373 55,665 9,878 82,243
137,697 30,805 -- 495,135 25,325 (33,024) 610,608
-- -- -- -- 5,760 -- 12
---------- ---------- ---------- ---------- ---------- ---------- ----------
$2,518,070 $6,155,529 $6,815,639 $3,365,305 $6,380,063 $ 3,006,789 $ 8,772,042
========== ========== ========== ========== ========== ========== ==========
201,403 601,533 6,815,639 263,623 609,938 297,893 772,203
======= ======= ========= ======= ======= ======= =======
$12.50 $10.23 $1.00 $12.77 $10.46 $10.09 $11.36
======= ======= ========= ======= ======= ======= =======

<CAPTION>
T. ROWE
PRICE/JNL T. ROWE
INTERNATIONAL PRICE/JNL
EQUITY MID-CAP
INVESTMENT GROWTH
SERIES SERIES
------------- -----------
<S> <<C> <C>
$ 20,232,891 $ 9,701,954
=========== ===========
$ 22,686,886 $11,104,129
1,332,781 638
201,507 --
42,015 3,155
-- --
8,656 33
18,926 34,050
40,414 11,910
22 74
----------- -----------
24,331,207 11,153,989
----------- -----------
21,657 7,543
-- --
56,988 582,308
41,591 18,990
----------- -----------
120,236 608,841
----------- -----------
$ 24,210,971 $10,545,148
=========== ===========
$ 21,681,949 $ 8,719,564
80,214 44,137
(5,538) 379,272
2,453,995 1,402,175
351 --
----------- -----------
$ 24,210,971 $10,545,148
=========== ===========
2,152,870 785,397
========= =======
$11.25 $13.43
========= =======
</TABLE>
<PAGE> 76

JNL SERIES TRUST

STATEMENTS OF OPERATIONS
FOR THE PERIOD MAY 15, 1995* THROUGH MARCH 31, 1996

<TABLE>
<CAPTION>
JNL/PHOENIX
JNL INVESTMENT
AGGRESSIVE JNL CAPITAL JNL GLOBAL JNL/ALGER COUNSEL
GROWTH GROWTH EQUITIES GROWTH BALANCED
SERIES SERIES SERIES SERIES* SERIES
---------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends............................................ $ 35,643 $ 12,510 $ 100,311 $ 8,888 $ 16,750
Interest............................................. 39,546 21,824 70,439 13,237 70,143
Foreign tax withholding.............................. (1,447) (580) (3,125) -- (32)
---------- ---------- --------- --------- --------
TOTAL INVESTMENT INCOME.............................. 73,742 33,754 167,625 22,125 86,861
---------- ---------- --------- -------- ----------
EXPENSES
Investment advisory fees........................... 51,530 52,979 108,335 25,093 19,520
Custodian fees..................................... 71,213 35,709 100,321 2,495 33,985
Transfer agent fees................................ 2,319 2,319 2,319 1,164 2,319
Portfolio accounting fees.......................... 4,607 4,614 4,833 2,407 4,473
Registration fees.................................. 1,795 1,869 3,575 1,724 723
Professional fees.................................. 14,622 14,622 20,622 14,418 15,622
Trustee fees....................................... 3,379 3,379 3,379 1,071 3,379
Other.............................................. 675 675 675 428 675
---------- ---------- ----------- -------- ----------
TOTAL EXPENSES....................................... 150,140 116,166 244,059 48,800 80,696
Less:
Reimbursement from Advisor......................... (90,488) (54,805) (118,109) (19,846) (57,933)
Fees paid indirectly............................... (560) (487) (56) (2,495) (896)
---------- ---------- --------- -------- ----------
NET EXPENSES......................................... 59,092 60,874 125,894 26,459 21,867
---------- ---------- --------- -------- ----------
NET INVESTMENT INCOME (LOSS)......................... 14,650 (27,120) 41,731 (4,334) 64,994
---------- ---------- --------- -------- ----------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments........................................ 1,017,633 822,061 1,904,209 (176,693 ) 121,825
Foreign currency related items..................... (27,706) (6,783) (114,384) -- --
Net change in unrealized appreciation (depreciation)
on:
Investments........................................ 836,282 1,754,294 2,401,300 383,613 137,231
Foreign currency related items..................... 29 (265) 12,958 -- --
---------- ---------- ----------- ---------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS).............. 1,826,238 2,569,307 4,204,083 206,920 259,056
---------- ---------- ----------- ---------- ----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS......................................... $1,840,888 $2,542,187 $4,245,814 $202,586 $ 324,050
========== ========== =========== ========== ==========
</TABLE>

- -------------------------
* Commencement of operations (October 16, 1995 commencement of operations for
JNL/Alger Growth Series).

See notes to the financial statements.
<PAGE> 77
<TABLE>
<CAPTION>
JNL/PHOENIX PPM PPM SALOMON T. ROWE
INVESTMENT PPM AMERICA/JNL AMERICA/JNL SALOMON BROTHERS/JNL PRICE/JNL
COUNSEL AMERICA/JNL MONEY VALUE BROTHERS/JNL U.S. GOVERNMENT ESTABLISHED
GROWTH HIGH YIELD MARKET EQUITY GLOBAL BOND & QUALITY BOND GROWTH
SERIES BOND SERIES SERIES SERIES SERIES SERIES SERIES
----------- ------------ ----------- ----------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 8,664 $ -- $ -- $ 64,913 $ -- $ -- $ 69,175
5,404 424,978 268,660 2,100 464,842 117,781 24,481
(34) -- -- -- (628) -- (1,117)
---------- ---------- ---------- ---------- ---------- ---------- ----------
14,034 424,978 268,660 67,013 464,214 117,781 92,539
---------- ---------- ---------- ---------- ---------- ---------- ----------

10,224 34,642 27,779 15,721 39,508 13,204 45,145
25,172 4,336 5,972 5,948 26,513 8,245 37,547
2,319 2,319 2,319 2,319 2,319 2,319 2,319
4,434 4,577 4,580 4,475 4,580 4,462 4,606
385 1,818 1,781 712 1,827 716 1,963
14,622 17,622 13,622 14,622 20,622 14,622 15,622
3,379 3,379 3,379 3,379 3,379 3,379 3,379
675 675 675 675 675 675 675
---------- ---------- ---------- ---------- ---------- ---------- ----------
61,210 69,368 60,107 47,851 99,423 47,622 111,256

(49,285) (27,811) (25,244) (29,142) (52,891) (31,596) (58,158)
(1,064) (1,184) (340) (605) (105) (217) (226)
---------- ---------- ---------- ---------- ---------- ---------- ----------
10,861 40,373 34,523 18,104 46,427 15,809 52,872
---------- ---------- ---------- ---------- ---------- ---------- ----------
3,173 384,605 234,137 48,909 417,787 101,972 39,667
---------- ---------- ---------- ---------- ---------- ---------- ----------

254,010 (24,875) -- 90,665 76,520 16,922 755,376
-- -- -- -- 14,461 -- (688)

137,697 30,805 -- 495,135 25,325 (33,024) 610,608
-- -- -- -- 5,760 -- 12
---------- ---------- ---------- ---------- ---------- ---------- ----------
391,707 5,930 -- 585,800 122,066 (16,102) 1,365,308
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 394,880 $390,535 $ 234,137 $ 634,709 $539,853 $ 85,870 $ 1,404,975
========== ========== ========== ========== ========== ========== ==========

<CAPTION>
T. ROWE
PRICE/JNL T. ROWE
INTERNATIONAL PRICE/JNL
EQUITY MID-CAP
INVESTMENT GROWTH
SERIES SERIES
------------- ----------
<S> <C> <C>
$ 299,676 $ 79,241
102,461 27,965
(25,293) (102)
----------- -----------
376,844 107,104
----------- -----------
204,284 53,040

153,900 36,013
2,319 2,319
5,148 4,611
6,897 1,816
20,622 15,622
3,379 3,379
675 675
----------- -----------
397,224 117,475

(165,143) (56,015)
-- (196)
----------- -----------
232,081 61,264
----------- -----------
144,763 45,840
----------- -----------

28,284 646,003
(98,371) (638)
2,453,995 1,402,175
351 --
----------- -----------
2,384,259 2,047,540
----------- -----------
$ 2,529,022 $2,093,380
=========== ===========
</TABLE>
<PAGE> 78

JNL SERIES TRUST

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD MAY 15, 1995* THROUGH MARCH 31, 1996

<TABLE>
<CAPTION>
JNL/PHOENIX
JNL INVESTMENT
AGGRESSIVE JNL CAPITAL JNL GLOBAL JNL/ALGER COUNSEL
GROWTH GROWTH EQUITIES GROWTH BALANCED
SERIES SERIES SERIES SERIES* SERIES
---------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)........................ $ 14,650 $ (27,120) $ 41,731 $ (4,334) $ 64,994
Net realized gain (loss) on:
Investments....................................... 1,017,633 822,061 1,904,209 (176,693) 121,825
Foreign currency related items.................... (27,706) (6,783) (114,384) -- --
Net change in unrealized appreciation (depreciation)
on:
Investments....................................... 836,282 1,754,294 2,401,300 383,613 137,231
Foreign currency related items.................... 29 (265) 12,958 -- --
---------- ---------- ----------- ---------- ----------
Net increase in net assets from operations.......... 1,840,888 2,542,187 4,245,814 202,586 324,050
---------- ---------- ----------- ---------- ----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income............................... -- -- (2,088) -- (40,871)
Net realized gain on investment transactions........ (205,786) (422,240) (365,329) -- (61,660)
---------- ---------- ----------- ---------- ----------
Total distributions to shareholders................. (205,786) (422,240) (367,417) -- (102,531)
---------- ---------- ----------- ---------- ----------
SHARE TRANSACTIONS:
Proceeds from the sale of shares.................... 6,815,571 7,274,705 11,922,082 8,603,764 4,496,694
Reinvested income dividends......................... -- -- 2,088 -- 40,871
Reinvested capital gain distributions............... 205,786 422,240 365,329 -- 61,660
Cost of shares redeemed............................. (129,404) (239,359) (27,347) (157,113) (60,115)
---------- ---------- ----------- ---------- ----------
Net increase in net assets from share
transactions...................................... 6,891,953 7,457,586 12,262,152 8,446,651 4,539,110
---------- ---------- ----------- ---------- ----------
Net increase in net assets.......................... 8,527,055 9,577,533 16,140,549 8,649,237 4,760,629
Net assets beginning of period...................... -- -- -- -- --
---------- ---------- ----------- ---------- ----------
NET ASSETS END OF PERIOD............................ $8,527,055 $9,577,533 $16,140,549 $8,649,237 $4,760,629
========== ========== =========== ========== ==========
UNDISTRIBUTED NET INVESTMENT INCOME................. $ 7,691 $ -- $ 2,538 $ -- $ 24,386
========== ========== =========== ========== ==========
</TABLE>

- -------------------------
* Commencement of operations (October 16, 1995 commencement of operations for
JNL/Alger Growth Series).

See notes to the financial statements.
<PAGE> 79
<TABLE>
<CAPTION>

JNL/PHOENIX PPM PPM SALOMON T. ROWE
INVESTMENT PPM AMERICA/JNL AMERICA/JNL SALOMON BROTHERS/JNL PRICE/JNL
COUNSEL AMERICA/JNL MONEY VALUE BROTHERS/JNL U.S. GOVERNMENT ESTABLISHED
GROWTH HIGH YIELD MARKET EQUITY GLOBAL BOND & QUALITY BOND GROWTH
SERIES BOND SERIES SERIES SERIES SERIES SERIES SERIES
----------- ------------ ----------- ----------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 3,173 $ 384,605 $ 234,137 $ 48,909 $ 417,787 $ 101,972 $ 39,667

254,010 (24,875) -- 90,665 76,520 16,922 755,376
-- -- -- -- 14,461 -- (688)

137,697 30,805 -- 495,135 25,325 (33,024) 610,608
-- -- -- -- 5,760 -- 12
---------- ---------- ---------- ---------- ---------- ---------- ----------
394,880 390,535 234,137 634,709 539,853 85,870 1,404,975
---------- ---------- ---------- ---------- ---------- ---------- ----------

(235) (272,127) (234,137) (34,144) (284,881) (69,090) (32,938)
(117,706) -- -- (31,292) (13,959) (8,103) (672,346)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(117,941) (272,127) (234,137) (65,436) (298,840) (77,193) (705,284)
---------- ---------- ---------- ---------- ---------- ---------- ----------

2,128,041 5,775,829 7,080,475 2,744,940 5,906,032 2,948,026 7,552,012
235 272,127 234,137 34,144 284,881 69,090 32,938
117,706 -- -- 31,292 13,959 8,103 672,346
(4,851) (10,835) (498,973) (14,344) (65,822) (27,107) (184,945)
---------- ---------- ---------- ---------- ---------- ---------- ----------
2,241,131 6,037,121 6,815,639 2,796,032 6,139,050 2,998,112 8,072,351
---------- ---------- ---------- ---------- ---------- ---------- ----------
2,518,070 6,155,529 6,815,639 3,365,305 6,380,063 3,006,789 8,772,042
-- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
$2,518,070 $6,155,529 $6,815,639 $3,365,305 $6,380,063 $ 3,006,789 $ 8,772,042
========== ========== ========== ========== ========== ========== ==========
$ 2,938 $ 112,478 $ -- $ 14,765 $ 154,263 $ 31,823 $ 6,828
========== ========== ========== ========== ========== ========== ==========

<CAPTION>
T. ROWE
PRICE/JNL T. ROWE
INTERNATIONAL PRICE/JNL
EQUITY MID-CAP
INVESTMENT GROWTH
SERIES SERIES
------------- -----------
<S> <C>
$ 144,763 $ 45,840
28,284 646,003
(98,371) (638)

2,453,995 1,402,175
351 --
----------- -----------
2,529,022 2,093,380
----------- -----------
-- (1,703)
-- (266,093)
----------- -----------
-- (267,796)
----------- -----------
21,710,034 8,712,257
-- 1,703
-- 266,093
(28,085) (260,489)
----------- -----------
21,681,949 8,719,564
----------- -----------
24,210,971 10,545,148
-- --
----------- -----------
$ 24,210,971 $10,545,148
=========== ===========
$ 80,214 $ 44,137
=========== ===========
</TABLE>
<PAGE> 80

JNL SERIES TRUST

FINANCIAL HIGHLIGHTS
FOR THE PERIOD MAY 15, 1995* THROUGH MARCH 31, 1996

<TABLE>
<CAPTION>
JNL/PHOENIX
JNL INVESTMENT
AGGRESSIVE JNL CAPITAL JNL GLOBAL JNL/ALGER COUNSEL
GROWTH GROWTH EQUITIES GROWTH BALANCED
SERIES SERIES SERIES SERIES* SERIES
---------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE, BEGINNING OF PERIOD.................. $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income................................. 0.01 -- 0.10 -- 0.25
Net realized and unrealized gains on investments and
foreign currency related items...................... 3.53 4.70 4.02 0.38 1.40
------- ------- ------- ------ -------
Total income from investment operations............... 3.54 4.70 4.12 0.38 1.65
------- ------- ------- ------ -------
LESS DISTRIBUTIONS:
From net investment income............................ -- -- -- -- (0.19)
From net realized gains on investment transactions.... (0.41) (0.84) (0.37) -- (0.29)
------- ------- ------- ------ -------
Total distributions................................... (0.41) (0.84) (0.37) -- (0.48)
------- ------- ------- ------ -------
Net increase.......................................... 3.13 3.86 3.75 0.38 1.17
------- ------- ------- ------ -------
NET ASSET VALUE, END OF PERIOD........................ $ 13.13 $ 13.86 $ 13.75 $ 10.38 $ 11.17
======= ======= ======= ====== =======
TOTAL RETURN(A)....................................... 35.78% 47.94% 41.51% 3.80% 16.60%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in thousands).............. $ 8,527 $ 9,578 $ 16,141 $ 8,649 $ 4,761
Ratio of net expenses to average net assets(b)(c)..... 1.09% 1.09% 1.15% 1.03% 1.01%
Ratio of net investment income (loss) to average net
assets(b)(c)........................................ 0.27% (0.49)% 0.39% (0.17)% 2.99%
Portfolio turnover rate............................... 163.84% 128.56% 142.36% 50.85% 115.84%
RATIO INFORMATION ASSUMING NO EXPENSE REIMBURSEMENT OR
FEES PAID INDIRECTLY
Ratio of expenses to average net assets(b)............ 2.77% 2.08% 2.25% 1.89% 3.71%
Ratio of net investment income to average net
assets(b)........................................... (1.41)% (1.48)% (0.71)% (1.03)% 0.29%
</TABLE>

- -------------------------
* Commencement of operations (October 16, 1995 commencement of operations for
JNL/Alger Growth Series).

(b) Annualized.

See notes to the financial statements.
<PAGE> 81
<TABLE>
<CAPTION>
JNL/PHOENIX PPM PPM SALOMON T. ROWE
INVESTMENT PPM AMERICA/JNL AMERICA/JNL SALOMON BROTHERS/JNL PRICE/JNL
COUNSEL AMERICA/JNL MONEY VALUE BROTHERS/JNL U.S. GOVERNMENT ESTABLISHED
GROWTH HIGH YIELD MARKET EQUITY GLOBAL BOND & QUALITY BOND GROWTH
SERIES BOND SERIES SERIES SERIES SERIES SERIES SERIES
----------- ------------ ----------- ----------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10.00 $ 10.00 $ 1.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
0.01 0.73 0.04 0.23 0.81 0.45 0.07
3.66 0.04 -- 2.86 0.24 0.02 2.68
------- ------- ------- ------- ------- ------- -------
3.67 0.77 0.04 3.09 1.05 0.47 2.75
------- ------- ------- ------- ------- ------- -------
-- (0.54) (0.04) (0.17) (0.56) (0.34) (0.06)
(1.17) -- -- (0.15) (0.03) (0.04) (1.33)
------- ------- ------- ------- ------- ------- -------
(1.17) (0.54) (0.04) (0.32) (0.59) (0.38) (1.39)
------- ------- ------- ------- ------- ------- -------
2.50 0.23 -- 2.77 0.46 0.09 1.36
------- ------- ------- ------- ------- ------- -------
$ 12.50 $ 10.23 $ 1.00 $ 12.77 $ 10.46 $ 10.09 $ 11.36
======= ======= ======= ======= ======= ======= =======
37.69% 7.82% 4.59% 31.14% 10.74% 4.65% 28.23%
$ 2,518 $ 6,156 $ 6,816 $ 3,365 $ 6,380 $ 3,007 $ 8,772
0.95% 0.88% 0.75% 0.87% 1.00% 0.84% 1.00%
0.28% 8.34% 5.06% 2.33% 9.01% 5.41% 0.75%
255.03% 186.21% -- 30.12% 152.89% 253.37% 101.13%
5.38% 1.50% 1.30% 2.28% 2.14% 2.53% 2.09%
(4.15)% 7.72% 4.51% 0.91% 7.87% 3.72% (0.34)%

<CAPTION>
T. ROWE
PRICE/JNL T. ROWE
INTERNATIONAL PRICE/JNL
EQUITY MID-CAP
INVESTMENT GROWTH
SERIES SERIES
------------- ---------
<S> <C> <C>
$ 10.00 $ 10.00
0.04 0.06
1.21 3.90
------- -------
1.25 3.96
------- -------
-- --
-- (0.53)
------- -------
-- (0.53)
------- -------
1.25 3.43
------- -------
$ 11.25 $ 13.43
======= =======
12.50% 40.06%
$24,211 $10,545
1.25% 1.10%
0.78% 0.82%
16.45% 66.04%
2.14% 2.10%
(0.11)% (0.18)%
</TABLE>
<PAGE> 82

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1996

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

NOTE 1. ORGANIZATION

JNL Series Trust ("Trust") is an open-end management investment company
organized under the laws of Massachusetts, by a Declaration of Trust, dated June
1, 1994. The Trust is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940. The Trust currently offers shares in
fourteen (14) separate Series, each with its own investment objective. The
shares of the Trust are sold primarily to life insurance company separate
accounts to fund the benefits of variable annuity policies.

The Trust is comprised of the following Series: JNL Aggressive Growth, JNL
Capital Growth and JNL Global Equities for which Janus Capital Corporation
serves as the sub-adviser; JNL/Alger Growth for which Fred Alger Management,
Inc. serves as the sub-adviser; JNL/Phoenix Investment Counsel Balanced and
JNL/Phoenix Investment Counsel Growth for which Phoenix Investment Counsel, Inc.
serves as the sub-adviser; PPM America/JNL High Yield Bond, PPM America/JNL
Money Market and PPM America/JNL Value Equity for which PPM America, Inc. serves
as the sub-adviser; Salomon Brothers/JNL Global Bond and Salomon Brothers/JNL
U.S. Government & Quality Bond for which Salomon Brothers Asset Management Inc
serves as the sub-adviser; T. Rowe Price/JNL Established Growth and T. Rowe
Price/JNL Mid-Cap Growth for which T. Rowe Price Associates, Inc. serves as the
sub-adviser; and T. Rowe Price/JNL International Equity Investment for which
Rowe Price-Fleming International, Inc. serves as the sub-adviser. Salomon
Brothers Asset Management Inc has entered into a sub-advisory consulting
agreement with its London based affiliate, Salomon Brothers Asset Management
Limited pursuant to which it will provide certain sub-advisory services to
Salomon Brothers Asset Management Inc. relating to currency transactions and
investments in non-dollar denominated debt securities for the benefit of the
Series. Jackson National Financial Services, Inc. ("JNFSI"), a wholly-owned
subsidiary of Jackson National Life Insurance Company ("Jackson National"),
serves as investment adviser ("Adviser") for all the Series of the Trust. PPM
America, Inc. is an affiliate of the Adviser. Shares are presently offered only
to Jackson National and its separate account.

On May 15, 1995, Jackson National purchased 100,000 shares of JNL/Phoenix
Investment Counsel Growth Series; 200,000 shares in each of the JNL/Phoenix
Investment Counsel Balanced, PPM America/JNL Value Equity, and Salomon
Brothers/JNL U.S. Government & Quality Bond Series; 500,000 shares in each of
the JNL Aggressive Growth, JNL Capital Growth, PPM America/JNL High Yield Bond,
Salomon Brothers/JNL Global Bond, T. Rowe Price/JNL Established Growth and T.
Rowe Price/JNL Mid-Cap Growth Series; 1,000,000 shares of the JNL Global
Equities Series; 2,000,000 shares of the T. Rowe Price/JNL International Equity
Investment Series; and 5,000,000 shares of the PPM America/JNL Money Market
Series. On October 16, 1995, Jackson National purchased 500,000 shares of
JNL/Alger Growth Series. As of March 31, 1996, Jackson National's investment in
the Trust totaled $94,020,623.

The costs associated with the organization of the Trust and certain other
initial period costs have been borne by Jackson National.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by
the Trust in the preparation of its financial statements.

USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

SECURITY VALUATION -- Bonds are valued on the basis of prices furnished by
a service which determines prices for normal institutional size trading units of
bonds, without regard to exchange or over-the-counter prices. When quotations
are not readily available, bonds are valued at fair market value determined by
procedures approved by
<PAGE> 83

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

the Board of Trustees. Stocks listed on a national or foreign stock exchange are
valued at the final sale price, or final bid price in absence of a sale. Stocks
not listed on a national or foreign stock exchange are valued at the closing bid
price on the over-the-counter market. Short-term securities maturing within 60
days of purchase, and all securities in the PPM America/JNL Money Market Series,
are valued at amortized cost, which approximates market value. American
Depository Receipts ("ADRs"), which are certificates representing shares of
foreign securities deposited in domestic and foreign banks, are traded and
valued in U.S. dollars.

SECURITY TRANSACTIONS AND INVESTMENT INCOME -- Security transactions are
accounted for no later than trade date plus one. Dividend income is recorded on
the ex-dividend date or, in the case of certain foreign securities, as soon as
reliable information is available to the Trust. Interest income, including
level-yield amortization of discounts and premiums, is accrued daily. Realized
gains and losses are determined on the specific identification basis, which is
the same basis used for federal income tax purposes.

FOREIGN CURRENCY TRANSLATIONS -- The accounting records of the Trust are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S. dollars
using exchange rates in effect at the time of valuation. Purchases and sales of
investment securities, income receipts, and expense payments are translated into
U.S. dollars at the exchange rates prevailing on the respective dates of such
transactions.

Realized gains and losses arising from selling foreign currencies and
certain non-dollar denominated fixed income securities, entering into foreign
currency contracts, and accruing income or settling portfolio purchases and
sales denominated in a foreign currency paid or received at a later date are
recorded as net realized foreign currency related gains (losses) and are
considered ordinary income for tax purposes. Realized and unrealized gains and
losses on investments which result from changes in foreign currency exchange
rates are primarily included in net realized gain (loss) on investments and net
unrealized appreciation (depreciation) on investments, respectively.

FOREIGN CURRENCY CONTRACTS -- Some of the Series may enter into foreign
currency contracts ("contracts"), generally to hedge foreign currency exposure
between trade date and settlement date on security purchases and sales ("spot
hedges") or to minimize foreign currency risk on portfolio securities
denominated in foreign currencies ("position hedges"). All contracts are valued
at the forward currency exchange rate and are marked-to-market daily. When the
contract is open, the change in market value is recorded as net unrealized
appreciation (depreciation) on foreign currency related items. When the contract
is closed, the difference between the value of the contract at the time it was
opened and the value at the time it was closed is recorded as net realized gain
(loss) on foreign currency related items.

The use of foreign currency contracts does not eliminate fluctuations in
the underlying prices of the Series' portfolio securities, but it does establish
a rate of exchange that can be achieved in the future. Although contracts limit
the risk of loss due to a decline in the value of the hedged currency, they also
limit any potential gain that might result should the value of the currency
increase. Additionally, the Series could be exposed to the risk of a previously
hedged position becoming unhedged if the counterparties to the contracts are
unable to meet the terms of the contracts. See Note 7 for a listing of open
position hedge forward foreign currency exchange contracts as of March 31, 1996.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The Series may purchase
securities on a when-issued or delayed delivery basis. On the trade date, the
Series record purchases of when-issued securities and reflect the values of such
securities in determining net asset value in the same manner as other portfolio
securities. Income is not accrued until settlement date.

DOLLAR ROLL TRANSACTIONS -- The Salomon Brothers/JNL Global Bond Series and
the Salomon Brothers/JNL U.S. Government & Quality Bond Series entered into
dollar roll transactions with respect to mortgage securities in which the Series
sells mortgage securities and simultaneously agrees to repurchase similar (same
type, coupon and maturity) securities at a later date at an agreed upon price.
The Series is compensated by the interest earned on the cash proceeds of the
initial sale and from negotiated fees paid by brokers offered as an inducement
to the Series to "roll over" its purchase commitments.

REPURCHASE AGREEMENTS -- Certain Series in the Trust may invest in
repurchase agreements. A repurchase agreement involves the purchase of a
security by a Series and a simultaneous agreement (generally by a bank or
<PAGE> 84

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

broker-dealer) to repurchase that security back from the
Series at a specified price and date or upon demand. Securities pledged as
collateral for repurchase agreements are held by the Series custodian bank until
the maturity of the repurchase agreement. Procedures for all repurchase
agreements have been designed to assure that the daily market value of the
collateral is in excess of the repurchase agreement in the event of default.

DISTRIBUTIONS TO SHAREHOLDERS -- The PPM America/JNL Money Market Series
declares dividends daily and pays dividends monthly. For all other Series,
dividends from net investment income are declared and paid annually, but may be
done more frequently to avoid excise tax. Distributions of net realized capital
gains, if any, will be distributed at least annually. All income, dividends and
capital gain distributions, if any, on Series shares are reinvested
automatically in additional shares of the Series at the net asset value
determined on the first business day following the record date, unless
otherwise requested by the shareholder.

FEDERAL INCOME TAXES -- The Trust's policy is to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute income in amounts that will avoid federal income or
excise taxes for each Series. The Trust may periodically make reclassifications
among certain of its capital accounts as a result of the recognition and
characterization of certain income and capital gain distributions determined
annually in accordance with federal tax regulations which may differ from
generally accepted accounting principles. See Note 8 for a summary of such
reclassifications.

For federal income tax purposes, PPM America/JNL High Yield Bond Series had
a capital loss carryover totaling $24,875 expiring in 2004 which can be used to
offset future realized capital gains.

NOTE 3. INVESTMENT MANAGEMENT FEES AND TRANSACTIONS WITH AFFILIATES

JNFSI is the investment adviser of each Series and provides each Series
with professional investment supervision and management. JNFSI provides
accounting services, preparation of financial statements, tax services and
regulatory reports to the Trust. In addition to providing the services described
above, JNFSI selects, contracts with, and compensates sub-advisers to manage the
investment and reinvestment of the assets of the Trust.

As compensation for its services, JNFSI receives a fee from each Series.
The fees, which are accrued daily and payable monthly, are calculated on the
basis of the average daily 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. The following is a schedule of the fees each Series is currently
obligated to pay JNFSI.

<TABLE>
<CAPTION>
$150 $300
$0 TO $50 TO TO TO OVER
(M - MILLIONS) $50 M $150 M $300 M $500 M $500 M
- --------------------------------------------------------------- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
JNL Aggressive Growth Series................................... .95% .95% .90% .85% .85%
JNL Capital Growth Series...................................... .95% .95% .90% .85% .85%
JNL Global Equities Series..................................... 1.00% 1.00% .95% .90% .90%
JNL/Alger Growth Series........................................ .975% .975% .975% .95% .90%
JNL/Phoenix Investment Counsel Balanced Series................. .90% .80% .75% .70% .65%
JNL/Phoenix Investment Counsel Growth Series................... .90% .85% .80% .75% .70%
PPM America/JNL High Yield Bond Series......................... .75% .70% .675% .65% .625%
PPM America/JNL Money Market Series............................ .60% .60% .575% .55% .525%
PPM America/JNL Value Equity Series............................ .75% .70% .675% .65% .625%
Salomon Brothers/JNL Global Bond Series........................ .85% .85% .80% .80% .75%
Salomon Brothers/JNL U.S. Government & Quality Bond Series..... .70% .70% .65% .60% .55%
T. Rowe Price/JNL Established Growth Series.................... .85% .85% .80% .80% .80%
T. Rowe Price/JNL International Equity Investment Series....... 1.10% 1.05% 1.00% .95% .90%
T. Rowe Price/JNL Mid-Cap Growth Series........................ .95% .95% .90% .90% .90%
</TABLE>
<PAGE> 85

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

The following is a schedule of the management fees JNFSI currently is
obligated to pay the sub-advisers out of the advisory fee it receives from each
Series as specified above.

<TABLE>
<CAPTION>
$150 $300
$0 TO $50 TO TO TO OVER
(M - MILLIONS) $50 M $150 M $300 M $500 M $500 M
- --------------------------------------------------------------- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
JNL Aggressive Growth Series................................... .60% .55% .45% .40% .40%
JNL Capital Growth Series...................................... .60% .55% .45% .40% .40%
JNL Global Equities Series..................................... .60% .55% .45% .40% .40%
JNL/Alger Growth Series........................................ .55% .55% .55% .50% .45%
JNL/Phoenix Investment Counsel Balanced Series................. .50% .40% .30% .25% .20%
JNL/Phoenix Investment Counsel Growth Series................... .50% .40% .30% .25% .20%
PPM America/JNL High Yield Bond Series......................... .25% .20% .175% .15% .125%
PPM America/JNL Money Market Series............................ .20% .15% .125% .10% .075%
PPM America/JNL Value Equity Series............................ .25% .20% .175% .15% .125%
Salomon Brothers/JNL Global Bond Series........................ .375% .35% .30% .30% .25%
Salomon Brothers/JNL U.S. Government & Quality Bond Series..... .225% .225% .175% .15% .10%
</TABLE>

<TABLE>
<CAPTION>
$20
$0 TO TO $50 TO
$20 M $50 M $200 M $200 M+
----- ----- ------ -------
<S> <C> <C> <C> <C>
T. Rowe Price/JNL Established Growth Series............................ .45% .40% .40%* .40%
T. Rowe Price/JNL International Equity Investment Series............... .75% .60% .50% .50%*
T. Rowe Price/JNL Mid-Cap Growth Series................................ .60% .50% .50%* .50%
</TABLE>

* When average daily net assets exceed this amount, the sub-advisory fee
asterisked is applicable to all amounts in this Series.

Trustees not affiliated with Jackson National receive a fee of $2,500 for
each meeting of the Board of Trustees attended as well as reimbursement of their
out of pocket expenses. No remuneration has been paid by the Trust to any of the
officers or affiliated Trustees. The Trust paid fees of $45,000 to
non-affiliated Trustees for the period ended March 31, 1996. This included fees
paid for meetings that took place prior to the Series' commencement date.

Each Series is charged for those expenses that are directly attributable to
it, such as advisory, custodian, accounting services and certain shareholder
service fees, while other expenses that cannot be directly attributable to a
Series are allocated in equal proportion to each Series.

Currently, the Adviser reimburses each of the Series for annual expenses
(excluding the management fee) in excess of .15 % of average daily net assets.
These voluntary reimbursements may be modified or discontinued by the Adviser at
any time.

During the period ended March 31, 1996, the Series earned credits on
uninvested cash balances held by each Series at the custodian. These credits
were used to reduce custodian expenses. Of the credits for the JNL/Alger Growth
Series, $2,495 was used to reduce expenses and the remaining $11,632 in credits
are included in interest income.
<PAGE> 86

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 4. SECURITY TRANSACTIONS

During the period ended March 31, 1996, cost of purchases and proceeds
from sales and maturities of securities, other than short-term investments,
were as follows (in thousands):

<TABLE>
<CAPTION>
COST OF PROCEEDS FROM SALES
PURCHASES AND MATURITIES
--------- -------------------
<S> <C> <C>
JNL Aggressive Growth Series................................................. $12,956 $ 8,342
JNL Capital Growth Series.................................................... 14,003 7,271
JNL Global Equities Series................................................... 27,540 15,252
JNL/Alger Growth Series...................................................... 10,007 2,325
JNL/Phoenix Investment Counsel Balanced Series............................... 5,979 2,369
JNL/Phoenix Investment Counsel Growth Series................................. 4,535 2,858
PPM America/JNL High Yield Bond Series....................................... 13,618 8,482
PPM America/JNL Value Equity Series.......................................... 3,420 666
Salomon Brothers/JNL Global Bond Series...................................... 12,558 6,828
Salomon Brothers/JNL U.S. Government & Quality Bond Series................... 6,852 4,581
T. Rowe Price/JNL Established Growth Series.................................. 12,374 5,499
T. Rowe Price/JNL International Equity Investment Series..................... 23,200 2,987
T. Rowe Price/JNL Mid-Cap Growth Series...................................... 11,429 3,727
</TABLE>

Included in these transactions were purchases and sales of U.S. Government
obligations of $2,145,704 and $766,285 in the JNL/Phoenix Investment Counsel
Balanced Series; $4,368,765 and $2,956,367 in the Salomon Brothers/JNL Global
Bond Series; $6,177,097 and $4,146,047 in the Salomon Brothers/JNL U.S.
Government & Quality Bond Series, respectively.

The federal income tax cost basis and gross unrealized appreciation and
depreciation on investments as of March 31, 1996, were as follows (in
thousands):

<TABLE>
<CAPTION>
TAX GROSS GROSS NET UNREALIZED
COST UNREALIZED UNREALIZED APPRECIATION
BASIS APPRECIATION (DEPRECIATION) (DEPRECIATION)
------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
JNL Aggressive Growth Series............................ $ 7,966 $ 895 $ (93) $ 802
JNL Capital Growth Series............................... 8,074 1,873 (138) 1,735
JNL Global Equities Series.............................. 15,805 2,667 (281) 2,386
JNL/Alger Growth Series................................. 7,507 633 (251) 382
JNL/Phoenix Investment Counsel Balanced Series.......... 4,611 209 (72) 137
JNL/Phoenix Investment Counsel Growth Series............ 2,557 191 (55) 136
PPM America/JNL High Yield Bond Series.................. 5,818 79 (48) 31
PPM America/JNL Value Equity Series..................... 2,845 511 (16) 495
Salomon Brothers/JNL Global Bond Series................. 6,779 121 (98) 23
Salomon Brothers/JNL U.S. Government & Quality Bond
Series................................................ 2,982 2 (35) (33)
T. Rowe Price/JNL Established Growth Series............. 8,367 778 (167) 611
T. Rowe Price/JNL International Equity Investment
Series................................................ 20,268 2,967 (548) 2,419
T. Rowe Price/JNL Mid-Cap Growth Series................. 9,704 1,572 (172) 1,400
</TABLE>
<PAGE> 87

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 5. TRUST TRANSACTIONS

Transactions of trust shares for the period ending March 31, 1996 were as
follows:

<TABLE>
<CAPTION>
SHARES DISTRIBUTIONS SHARES NET
PURCHASED REINVESTED REDEEMED INCREASE
--------- ------------- --------- ---------
<S> <C> <C> <C> <C>
JNL Aggressive Growth Series.............................. 642,443 17,149 (10,167) 649,425
JNL Capital Growth Series................................. 675,761 33,752 (18,489) 691,024
JNL Global Equities Series................................ 1,146,694 29,253 (2,063) 1,173,884
JNL/Alger Growth Series................................... 848,221 -- (15,332) 832,889
JNL/Phoenix Investment Counsel Balanced Series............ 422,105 9,270 (5,359) 426,016
JNL/Phoenix Investment Counsel Growth Series.............. 191,590 10,203 (390) 201,403
PPM America/JNL High Yield Bond Series.................... 575,596 26,997 (1,060) 601,533
PPM America/JNL Money Market Series....................... 7,080,475 234,137 (498,973) 6,815,639
PPM America/JNL Value Equity Series....................... 259,328 5,480 (1,185) 263,623
Salomon Brothers/JNL Global Bond Series................... 586,655 29,530 (6,247) 609,938
Salomon Brothers/JNL U.S. Government & Quality
Bond Series............................................. 293,083 7,487 (2,677) 297,893
T. Rowe Price/JNL Established Growth Series............... 723,123 65,547 (16,467) 772,203
T. Rowe Price/JNL International Equity Investment
Series.................................................. 2,155,419 -- (2,549) 2,152,870
T. Rowe Price/JNL Mid-Cap Growth Series................... 783,616 21,614 (19,833) 785,397
</TABLE>

NOTE 6. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments
involves special risks and considerations not typically associated with
investing in U.S. companies and the U.S. Government. These risks include
revaluation of currencies and future adverse political and economic
developments. Moreover, securities of many foreign companies and foreign
governments and their markets may be less liquid and their prices more volatile
than those of securities of comparable U.S. companies and the U.S. Government.
<PAGE> 88

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 7. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

At March 31, 1996, the following Series had entered into position hedge
forward foreign currency exchange contracts that obligate the Series to deliver
and receive currencies at specified future dates. The unrealized appreciation
(depreciation) of $42, $(265), $12,452, and $5,819 in the JNL Aggressive Growth
Series, JNL Capital Growth Series, JNL Global Equities Series and Salomon
Brothers/JNL Global Bond Series, respectively, is included in net unrealized
appreciation on foreign currency related items in the accompanying financial
statements. The terms of the open contracts are as follows:

JNL AGGRESSIVE GROWTH SERIES

<TABLE>
<CAPTION>
SETTLEMENT U.S. $ VALUE U.S. $ VALUE
DATE CURRENCY TO BE DELIVERED AT 3/31/96 CURRENCY TO BE RECEIVED AT 3/31/96
- ---------- ----------------------------------- ------------ ------------------------- ------------
<C> <C> <S> <C> <C> <C>
6/28/96 52,000 Swiss Franc $ 44,081 $ 43,920 US $ 43,920
10/1/96 140,000 Swiss Franc 119,791 $119,812 US 119,812
7/15/96 16,000 Deutsche Mark 10,905 $ 11,253 US 11,253
6/28/96 175,000 Deutsche Mark 119,155 $118,886 US 118,886
6/28/96 145,000 Finnish Marka 31,419 $ 31,521 US 31,521
6/28/96 17,000 British Sterling Pound 25,917 $ 25,866 US 25,866
10/1/96 35,000 British Sterling Pound 53,275 $ 53,239 US 53,239
8/9/96 80,000,000 Italian Lire 50,159 $ 49,748 US 49,748
8/9/96 29,787 US Dollar 29,787 47,000,000 Italian Lire 29,468
10/1/96 5,000,000 Japanese Yen 47,975 $ 48,227 US 48,227
7/15/96 235,000 Swedish Kronor 35,147 $ 35,247 US 35,247
6/28/96 682,000 Swedish Kronor 102,006 $102,472 US 102,472
-------- --------
$669,617 $669,659
======== ========
</TABLE>

JNL CAPITAL GROWTH SERIES

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

JNL GLOBAL EQUITIES SERIES

<TABLE>
<CAPTION>
SETTLEMENT U.S. $ VALUE U.S. $ VALUE
DATE CURRENCY TO BE DELIVERED AT 3/31/96 CURRENCY TO BE RECEIVED AT 3/31/96
- ---------- ------------------------------------ ------------ ------------------------------------- ------------
<C> <C> <S> <C> <C> <C> <C>
5/9/96 122,000 Swiss Franc $ 102,888 $109,555 US $ 109,555
5/9/96 121,000 Deutsche Mark 82,143 $ 86,527 US 86,527
4/11/96 230,000 Deutsche Mark 155,885 $159,335 US 159,335
7/25/96 600,000 Deutsche Mark 409,199 $408,540 US 408,540
5/9/96 82,922 US Dollar 82,922 121,000 Deutsche Mark 82,143
4/11/96 157,394 US Dollar 157,394 230,000 Deutsche Mark 155,885
7/25/96 171,999 US Dollar 171,999 250,000 Deutsche Mark 170,500
5/9/96 93,000 Finnish Marka 20,106 $ 21,999 US 21,999
5/23/96 132,000 British Sterling Pound 201,345 $202,382 US 202,382
8/22/96 78,000 British Sterling Pound 118,801 $119,573 US 119,573
4/11/96 96,000,000 Japanese Yen 900,224 $920,898 US 920,898
8/8/96 18,000,000 Japanese Yen 171,552 $173,004 US 173,004
8/22/96 650,000 Japanese Yen 6,207 $ 6,323 US 6,323
9/17/96 42,600,000 Japanese Yen 408,202 $414,939 US 414,939
5/9/96 457,000 Netherland Florins 277,245 $291,083 US 291,083
5/23/96 2,286,000 Swedish Kronor 341,952 $323,452 US 323,452
8/22/96 6,400,000 Swedish Kronor 957,114 $931,492 US 931,492
----------- -----------
$ 4,565,178 $ 4,577,630
=========== ===========
</TABLE>

SALOMON BROTHERS/JNL GLOBAL BOND SERIES

<TABLE>
<CAPTION>
SETTLEMENT U.S. $ VALUE U.S. $ VALUE
DATE CURRENCY TO BE DELIVERED AT 3/31/96 CURRENCY TO BE RECEIVED AT 3/31/96
- ---------- ------------------------------------ ------------ ------------------------------------- ------------
<C> <C> <S> <C> <C> <C> <C>
4/22/96
4/22/96 694,322 Belgium Franc 22,915 $ 23,102 US 23,102
4/22/96 24,735 US Dollar 24,735 747,730 Belgium Franc 24,678
4/22/96 126,319 Canadian Dollar 92,737 $ 92,622 US 92,622
4/22/96 943,500 Deutsche Mark 639,855 $643,485 US 643,485
4/22/96 366,968 US Dollar 366,968 542,652 Deutsche Mark 368,011
4/22/96 343,793 Danish Kroner 60,334 $ 60,399 US 60,399
4/22/96 305,175 French Franc 60,662 $ 60,817 US 60,817
4/22/96 61,562 US Dollar 61,562 310,766 French Franc 61,773
4/22/96 78,130 British Sterling Pound 119,226 $118,842 US 118,842
4/22/96 85,067 US Dollar 85,067 56,299 British Sterling Pound 85,911
4/22/96 106,895,189 Italian Lire 67,907 $ 66,881 US 66,881
4/22/96 66,370 US Dollar 66,370 106,704,983 Italian Lire 67,786
4/22/96 6,697,822 Japanese Yen 62,903 $ 64,588 US 64,588
4/22/96 62,065 US Dollar 62,065 6,578,880 Japanese Yen 61,785
4/22/96 251,712 Netherland Florins 152,532 $153,368 US 153,368
4/22/96 77,023 US Dollar 77,023 125,856 Netherland Florins 76,266
----------- -----------
$ 2,051,523 $ 2,057,342
=========== ===========
</TABLE>
<PAGE> 90

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

JNL SERIES TRUST

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 8. RECLASSIFICATION OF PERMANENT BOOK-TO-TAX DIFFERENCES

As a result of permanent book-to-tax differences, the following
reclassifications were made to the statements of assets and liabilities. Due to
net operating losses, undistributed net investment income has been increased and
paid-in capital has been decreased by $4,334 for JNL/Alger Growth Series. Due to
"paydown" gains and losses, undistributed net investment income has been
increased and accumulated net realized gain on investments and foreign currency
related items has been decreased by $263 for JNL/Phoenix Investment Counsel
Balanced Series and by ($1,059) for Salomon Brothers/JNL U.S. Government &
Quality Bond Series. Due to "Section 988" gains/losses (net of post-October
losses), undistributed net investment income has been increased and accumulated
net realized gain on investments and foreign currency related items has been
decreased by ($6,959) for JNL Aggressive Growth Series; ($808) for JNL Capital
Growth Series; ($37,105) for JNL Global Equity Series; $21,357 for Salomon
Brothers/JNL Global Bond Series; $99 for T. Rowe Price/JNL Established Growth
Series; and ($98,371) for T. Rowe Price/JNL International Equity Investment
Series. Due to ordinary losses being used to offset net short-term capital gain,
undistributed net investment income has been increased and net realized gain on
investments and foreign currency related items has been decreased by $27,928 for
JNL Capital Growth Series. Due to acquisitions of passive foreign investment
companies, undistributed net investment income has been increased and
accumulated net realized gain on investments and foreign currency related items
has been decreased by $34,698 for T. Rowe Price/JNL International Equity
Investment Series. Due to capital gains received on holdings of other registered
investment companies, undistributed net investment income has been decreased and
accumulated net realized gain on investments and foreign currency related items
has been increased by $876 for T. Rowe Price/JNL International Equity Investment
Series.
<PAGE> 91

JNL AGGRESSIVE GROWTH SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- ----------
<S> <C> <C>
COMMON STOCKS -- 73.77%
- -----------------------
FINLAND -- 0.52%
- ----------------
DURABLE GOODS -- 0.52%
Metra Oy, B Shares................... 1,172 $ 46,157
GERMANY -- 1.98%
- ----------------
AUTOMOBILE & PARTS -- 0.24%
Porsche AG(a)........................ 37 21,177
COMPUTERS & SOFTWARE -- 1.74%
SAP Systeme.......................... 1,059 152,500
----------
Total Germany...................... 173,677
INDIA -- 0.48%
- --------------
CONFECTIONS & BEVERAGES -- 0.48%
PT Hanjaya Mandala Sampoerna......... 4,000 41,797
ITALY -- 0.30%
- --------------
BANKS -- 0.18%
Banca Popolare Di Bergamo............ 1,047 16,041
PRINTING & PUBLISHING -- 0.12%
Arnoldo Mondadori Editore............ 1,307 10,824
----------
Total Italy........................ 26,865
JAPAN -- 0.70%
- --------------
COMPUTERS & SOFTWARE -- 0.70%
NTT Data Communications Systems
Company.............................. 2 61,049
MEXICO -- 0.56%
- ---------------
BROKERAGE -- 0.56%
Grupo Financiero Inbursa, S.A. de
C.V.................................. 12,900 49,526
SWEDEN -- 2.97%
- ---------------
BANK -- 0.37%
Skandinaviska Enskilda Banken........ 4,436 32,721
HOLDING COMPANY -- 2.07%
Kinnevik AB, B Shares................ 5,272 181,420
SECURITY SYSTEMS -- 0.53%
Securitas AB, B Shares............... 769 46,022
----------
Total Sweden....................... 260,163
SWITZERLAND -- 2.66%
- --------------------
DRUGS -- 1.81%
Ciba-Geigy AG........................ 64 80,054
Sandoz AG............................ 67 78,516
----------
158,570
BANKS -- 0.85%
Roche Holding AG..................... 9 74,698
----------
Total Switzerland.................. 233,268
UNITED KINGDOM -- 0.36%
- -----------------------
DRUGS -- 0.36%
SmithKline Beecham, Class A.......... 3,145 31,542
UNITED STATES -- 63.24%
- -----------------------

APPAREL -- 1.13%
Gucci Group N.V.-N.Y.(a)............. 1,675 $ 80,400
Tommy Hilfiger Corp.(a).............. 400 18,350
----------
98,750
BANKS -- 4.60%
Chase Manhattan Corp................. 1,950 143,325
First Interstate Bancorp, Inc........ 1,375 238,562
Glendale Federal Bank FSB(a)......... 1,175 21,297
----------
403,184
BUSINESS SERVICES -- 4.53%
America Online, Inc.(a).............. 2,000 112,000
American Management Services,
Inc.(a)............................ 225 5,737
APAC Teleservices, Inc.(a)........... 825 58,781
First Data Corp...................... 1,150 81,075
Global Direct Mail Corp.(a).......... 2,475 86,316
Keane, Inc.(a)....................... 1,775 53,028
----------
396,937
CHEMICALS -- 1.59%
W.R. Grace & Co...................... 925 72,381
Praxair, Inc......................... 1,400 55,825
Witco Corp........................... 325 11,456
----------
139,662
COMPUTERS & SOFTWARE -- 16.47%
Altera Corp.(a)...................... 425 23,747
Analog Devices, Inc.(a).............. 9,237 258,636
Ciber, Inc.(a)....................... 1,775 58,131
Cisco Systems, Inc.(a)............... 6,250 289,844
Computer Associates International.... 450 32,231
Danka Business Systems PLC-ADR....... 1,600 67,600
Fulcrum Technologies, Inc.(a)........ 825 30,938
International Business Machines
Corp. ............................. 1,650 183,356
Intuit, Inc.(a)...................... 900 40,500
Itron, Inc.(a)....................... 1,400 62,650
LSI Logic Corp.(a)................... 1,325 35,444
Macromedia, Inc.(a).................. 925 39,544
McAfee Associates, Inc.(a)........... 75 4,106
Peoplesoft, Inc.(a).................. 625 35,938
Pittway Corp......................... 2,025 100,238
Seagate Technology, Inc.(a).......... 550 30,113
Shiva Corp.(a)....................... 75 6,806
Sterling Commerce, Inc.(a)........... 1,600 49,200
Sterling Software(a)................. 625 44,062
Stratacom, Inc.(a)................... 1,150 42,119
Technology Solutions Co.(a).......... 250 6,781
Wonderware Corp.(a).................. 75 1,763
----------
1,443,747
</TABLE>

See notes to the financial statements.
<PAGE> 92

JNL AGGRESSIVE GROWTH SERIES

SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
CONFECTIONS & BEVERAGES -- 0.31%
Starbucks Corp.(a)................... 1,150 $ 26,809
CONTAINERS -- 0.92%
Crown Cork & Seal Co., Inc........... 1,650 80,438
DRUGS -- 11.08%
Amgen, Inc.(a)....................... 2,425 140,953
Centocor, Inc(a)..................... 4,675 168,884
Eli Lilly & Co....................... 7,600 494,000
Jones Medical Industries, Inc........ 325 12,513
Merck & Co, Inc...................... 1,175 73,144
SmithKline Beecham PLC-ADR........... 1,600 82,200
----------
971,694
DURABLE GOODS -- 1.37%
Alco Standard Corp................... 2,300 119,888
GAMES & TOYS -- 0.29%
Galoob (Lewis) Toys, Inc.(a)......... 1,275 25,819
HEALTH PRODUCTS -- 2.97%
Conceptus, Inc.(a)................... 4,675 94,669
PacifiCare Health Systems, Inc. --
Class B(a)......................... 1,500 127,875
Sofamor Danek Group, Inc.(a)......... 650 22,019
UpJohn Co............................ 398 15,870
----------
260,433
HOTEL & MOTEL -- 1.57%
Hospitality Franchise System,
Inc.(a).............................. 2,500 121,562
La Quinta Inns, Inc.................. 550 16,156
----------
137,718
HOUSEHOLD FURNITURE & APPLIANCES -- 1.68%
Singer Co............................ 5,525 147,103
INSURANCE -- 2.09%
UNUM Corp............................ 3,075 182,962
MEDICAL SERVICES & SUPPLIES -- 2.51%
Arrow International, Inc............. 125 5,203
Biomet, Inc.(a)...................... 825 11,550
Coherent, Inc.(a).................... 525 22,313
Daig Corp.(a)........................ 1,675 40,409
Genzyme Corp.-General Division(a).... 800 44,000
ICU Medical, Inc.(a)................. 2,125 30,844
Medpartners/Mullikin, Inc.(a)........ 1,250 38,594
Respironics, Inc.(a)................. 1,300 27,300
----------
220,213
MINING -- 0.80%
Freeport-McMoRan, Inc................ 725 28,909
Potash Corp. of Saskatchewan, Inc.... 656 41,000
----------
69,909
OIL & GAS -- 0.45%
Triton Energy Corp.(a)............... 700 39,025

<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
---------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
PACKAGED FOOD -- 0.33%
General Mills, Inc................... 500 $ 29,188
RECREATION & LEISURE -- 1.06%
Coleman Co.(a)....................... 350 15,444
International Game Technology........ 5,675 77,322
----------
92,766
RETAIL -- 0.61%
Baby Superstore, Inc.(a)............. 1,175 53,462
TECHNOLOGY -- 0.85%
Adtran, Inc.(a)...................... 175 8,006
Glenayre Technologies, Inc.(a)....... 1,200 45,900
ABR Information Services, Inc.(a).... 450 20,925
----------
74,831
TELECOMMUNICATIONS -- 5.00%
Ascend Communications, Inc.(a)....... 1,125 60,609
Cincinnati Bell, Inc................. 575 29,900
Commnet Cellular(a).................. 1,875 52,266
Korean Mobile
Telecommunications(144a)(a)........ 800 37,400
MFS Communications Co., Inc.(a)...... 100 6,225
Millicom International Cellular
S.A.(a)............................ 1,050 45,412
Paging Network, Inc.(a).............. 4,775 119,375
Picturetel Corp. (a)................. 775 24,025
Premisys Communications, Inc.(a)..... 350 11,375
U.S. Satellite Broadcasting Co.(a)... 350 11,463
Westell Technologies, Inc. -- Class
A(a)............................... 1,125 41,625
----------
439,675
TRANSPORTATION -- 0.69%
AMR Corp.(a)......................... 300 26,850
Amway Asia Pacific Limited........... 100 3,337
Wisconsin Central Transportation
Corp.(a)........................... 450 29,925
----------
60,112
Total United States................ 5,544,369
----------
Total Common Stocks
(cost $5,632,131).............. 6,468,413
----------
SHORT-TERM INVESTMENTS -- 26.23%
- --------------------------------
COMMERCIAL PAPER -- 26.23%
Federal Home Discount Note
5.27%, 04/01/1996 (cost
$2,300,000)........................ $2,300,000 2,300,000
----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $7,932,131) $8,768,413
==========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 93

JNL CAPITAL GROWTH SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
--------- ----------
<S> <C> <C>
COMMON STOCKS -- 94.90%
- -----------------------
FRANCE -- 1.76%
- ---------------
CONSUMER PRODUCTS -- 1.76%
Grand Optical Photoservice............. 1,482 $ 172,483
SWITZERLAND -- 1.79%
- --------------------
LEISURE TIME -- 1.79%
Fotolabo S.A........................... 349 176,201
UNITED KINGDOM -- 5.13%
- -----------------------
CONFECTIONS & BEVERAGES -- 0.42%
PizzaExpress........................... 8,480 40,970
FOOD SERVICE -- 4.71%
J.D. Wetherspoon PLC................... 34,595 462,083
----------
Total United Kingdom................. 503,053
UNITED STATES -- 86.22%
- -----------------------
AUTOMOBILE & PARTS -- 3.22%
APS Holding Corp. -- Class A(a)........ 7,950 137,138
AutoZone, Inc.(a)...................... 4,175 141,428
O'Reilly Automotive, Inc.(a)........... 1,075 37,356
----------
315,922
BROADCASTING & COMMUNICATIONS -- 0.10%
Westwood One, Inc.(a).................. 550 10,106
BUSINESS SERVICES -- 7.02%
American Business Information,
Inc.(a).............................. 4,725 75,600
American List Corp. ................... 2,350 74,025
Barnett, Inc.(a)....................... 3,150 70,875
CUC International, Inc.(a)............. 9,250 270,562
First Data Corp........................ 1,775 125,138
Loewen Group, Inc...................... 2,488 72,774
----------
688,974
CHEMICALS -- 1.90%
W.R. Grace & Co........................ 2,375 185,844
COMPUTERS & SOFTWARE -- 2.70%
Acxiom Corp............................ 825 19,697
Black Box Corp.(a)..................... 7,900 134,300
Ciber, Inc.(a)......................... 1,050 34,388
Fair Isaac & Co., Inc.................. 750 22,500
Pyxis Corp.(a)......................... 400 10,275
Technology Solutions Co.(a)............ 1,600 43,400
----------
264,560
CONSUMER PRODUCTS -- 0.92%
Culligan Water Technologies, Inc....... 2,775 90,187
CONTAINERS -- 1.88%
Sealed Air Corp.(a).................... 5,400 184,275
DRUGS -- 5.46%
Depotech Corp.(a)...................... 1,725 42,263
Interneuron Pharmaceuticals, Inc.(a)... 2,600 96,525
Neorx Corp.(a)......................... 475 3,859
R.P. Scherer Corp.(a).................. 3,800 166,725
Theratech, Inc.(a)..................... 10,625 225,781
----------
535,153

<CAPTION>
MARKET
SHARES VALUE
--------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
ELECTRONICS -- 3.66%
Littelfuse, Inc.(a).................... 1,650 $ 62,288
Littelfuse, Inc. Warrants
Strike Price $8.36, 12/27/2001....... 1,850 52,956
Pittway Corp. -- Class A............... 75 3,713
Trigen Energy Corp..................... 11,100 240,037
----------
358,994
FINANCIAL SERVICES -- 0.54%
First USA Paymentech, Inc.(a).......... 1,500 52,875
FOOD SERVICE -- 7.73%
JP Foodservice(a)...................... 8,075 151,406
Lone Star Steakhouse & Saloon(a)....... 9,025 345,206
Papa John's International, Inc.(a)..... 5,850 261,056
----------
757,668
HEALTH PRODUCTS & CARE -- 5.49%
Cardinal Health, Inc................... 700 44,975
Gulf South Medical Supply, Inc.(a)..... 225 8,494
Medaphis Corp.(a)...................... 8,375 406,188
Sybron International Corp.(a).......... 3,225 79,013
----------
538,670
HOTEL & MOTEL -- 5.73%
Hospitality Franchise Systems,
Inc.(a)................................ 11,550 561,619
INSURANCE -- 0.90%
Protective Life Corp................... 2,625 88,594
MEDICAL SERVICES & SUPPLIES -- 2.78%
Exogen, Inc.(a)........................ 6,225 85,594
Healthsouth Corp.(a)................... 1,375 46,750
Medpartners/Mullikin, Inc.(a).......... 1,550 47,856
Omnicare, Inc.......................... 850 45,794
Respironics, Inc.(a)................... 2,200 46,200
----------
272,194
MINING -- 1.78%
Minerals Technologies, Inc............. 5,050 174,856
OFFICE EQUIPMENT & SUPPLIES -- 0.31%
Viking Office Products(a).............. 550 30,594
PRINTING & PUBLISHING -- 0.24%
Scientific Games Holding Co............ 850 23,800
REAL ESTATE -- 4.67%
Insignia Financial -- Class A(a)....... 18,800 458,250
RECREATION -- 1.96%
Family Golf Centers, Inc.(a)........... 7,200 192,600
RETAIL -- 9.43%
General Nutrition Cos., Inc.(a)........ 14,350 358,750
Global DirectMail Corp.(a)............. 1,950 68,006
Mossimo, Inc.(a)....................... 1,425 46,134
Petco Animal Supplies(a)............... 8,325 372,544
Price/Costco, Inc.(a).................. 1,600 30,000
Sunglass Hut International, Inc.(a).... 1,500 49,687
----------
925,121
</TABLE>

See notes to the financial statements.
<PAGE> 94

JNL CAPITAL GROWTH SERIES

SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
--------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
TELECOMMUNICATIONS -- 16.26%
Arch Communications Group(a)........... 6,450 $ 149,156
CommNet Cellular(a).................... 8,325 232,059
Millicom International Cellular
S.A.(a).............................. 4,750 205,438
Mobilemedia Corp. -- Class A(a)........ 425 8,819
Omnipoint Corp.(a)..................... 2,375 60,562
Paging Network, Inc.(a)................ 28,925 723,125
Pricellular Corp. -- Class A(a)........ 9,531 127,480
360 Communications Co.(a).............. 3,700 88,338
----------
1,594,977

<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
TRANSPORTATION -- 1.54%
Wisconsin Central Transportation
Corp.(a)............................... 2,275 $ 151,287
----------
Total United States.................. 8,457,120
----------
Total Common Stocks
(cost $7,554,563)................ 9,308,857
----------
SHORT-TERM INVESTMENTS -- 5.10%
- -------------------------------
COMMERCIAL PAPER -- 5.10%
Federal Home Discount Note,
5.27%, 04/01/1996 (cost $500,000).... $500,000 $ 500,000
----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $8,054,563)...................... $9,808,857
==========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 95

JNL GLOBAL EQUITIES SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
COMMON STOCKS -- 91.21%
- -----------------------
AUSTRIA -- 0.63%
- ----------------
REAL ESTATE -- 0.63%
Bohler-Gruppen AS(144a)............. 1,480 $ 114,755
DENMARK -- 0.20%
- ----------------
BANKS -- 0.20%
Unidanmark AS....................... 791 35,812
FINLAND -- 2.47%
- ----------------
COMPUTERS & SOFTWARE -- 0.73%
Tietotehdas Oy...................... 3,978 133,061
FOOD SERVICE -- 1.74%
Raision Tehtaat Oy.................. 9,194 315,468
-----------
Total Finland..................... 448,529
FRANCE -- 2.77%
- ---------------
CONSUMER GOODS -- 1.43%
Grand Optical-Photoservice.......... 2,223 258,725
INDUSTRIAL MACHINERY -- 0.24%
Sidel, S.A.......................... 174 44,442
HOLDING COMPANY -- 1.10%
Lagardere Groupe.................... 7,533 199,733
-----------
Total France...................... 502,900
GERMANY -- 3.47%
- ----------------
AUTOMOBILE & PARTS -- 0.27%
Porsche AG(a)....................... 85 48,650
CHEMICALS -- 2.44%
Hoechst AG.......................... 1,253 443,878
HEALTH PRODUCTS & CARE -- 0.09%
Gehe AG (a)......................... 28 16,121
RETAIL -- 0.67%
Adidas AG........................... 1,676 122,605
-----------
Total Germany..................... 631,254
HONG KONG -- 2.08%
- ------------------
BUILDING EQUIPMENT -- 0.04%
New World Infrastructure(144a)...... 3,400 7,255
FINANCIAL SERVICES -- 2.04%
Citic Pacific Limited............... 33,000 127,596
First Pacific Company Ltd........... 50,000 69,831
HSBC Holdings....................... 6,400 96,418
JCG Holdings Limited................ 86,000 77,848
-----------
371,693
-----------
Total Hong Kong................... 378,948
INDONESIA -- 1.66%
- ------------------
CONFECTIONS & BEVERAGES -- 1.00%
HM Sampoerna........................ 17,500 182,861
RETAIL -- 0.66%
Matahari Putra Prima................ 55,250 120,545
-----------
Total Indonesia................... 303,406

<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
ITALY -- 4.28%
- --------------
AGRICULTURAL MACHINERY -- 0.98%
Gildemeister Italy.................. 13,000 $ 50,931
Parmalat Finanziaria SPA............ 139,458 128,106
-----------
179,037
BUSINESS SERVICES -- 0.82%
BCA Pop Di Milano................... 33,268 148,350
RETAIL -- 2.40%
Bulgari SPA (144a).................. 4,912 61,643
Marzotto & Figli SPA................ 4,074 29,768
Pagnossin SPA....................... 54,000 345,374
-----------
436,785
TELECOMMUNICATIONS -- 0.08%
Telecom Italia Mobile(a)............ 8,004 14,532
-----------
Total Italy....................... 778,704
JAPAN -- 12.99%
- ---------------
AEROSPACE & AIRCRAFT -- 0.62%
Mitsubishi Heavy Industries
Limited........................... 13,000 112,472
AUTOMOBILE & PARTS -- 1.92%
Honda Motor Co...................... 11,000 239,981
Isuzu Motors Limited................ 14,000 81,142
Yamaha Motor Co..................... 3,000 29,494
-----------
350,617
COMMUNICATIONS -- 2.01%
NTT Data Communications Systems
Company........................... 12 366,292
DRUGS -- 1.94%
Eisai Limited....................... 10,350 207,388
Takeda Chemical Industries.......... 5,000 78,184
Yamanouchi Pharmaceutical........... 3,000 66,854
-----------
352,426
ELECTRONICS -- 1.34%
Omron Corp.......................... 11,000 244,101
GROCERY -- 0.32%
Ito-Yokado Co....................... 1,000 59,457
HOUSEHOLD FURNITURE & APPLIANCES -- 0.31%
Amway Japan Limited................. 1,100 55,618
OFFICE EQUIPMENT & SUPPLIES -- 1.47%
Canon, Inc.......................... 14,000 267,416
REAL ESTATE -- 0.53%
Mitsubishi Estate................... 6,000 82,584
Mitsui Fudosan Co................... 1,000 13,015
-----------
95,599
RETAIL -- 2.28%
Credit Saison Co.................... 8,500 185,440
Daimaru, Inc........................ 4,000 28,502
Hankyu Department Stores............ 6,000 84,270
Isetan.............................. 8,000 116,854
-----------
415,066
</TABLE>

See notes to the financial statements.
<PAGE> 96

JNL GLOBAL EQUITIES SERIES

SCHEDULE OF INVESTMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
JAPAN (CONTINUED)
- ----------------
STEEL -- 0.25%
Kobe Steel Limited.................. 7,000 $ 21,695
NKK Corp............................ 8,000 23,146
-----------
44,841
-----------
Total Japan....................... 2,363,905
NETHERLANDS -- 6.54%
- -------------------
BUILDING & CONSTRUCTION -- 0.91%
Hunter Douglas N.V.................. 2,433 164,899
COMPUTERS & SOFTWARE -- 2.21%
Getronics N.V....................... 5,547 402,137
PACKAGES FOODS -- 1.63%
Nutricia Verenigde Bedrijuen........ 2,952 295,647
PRINTING & PUBLISHING -- 1.79%
Wolters Kluwer N.V.................. 2,966 326,305
-----------
Total Netherlands................. 1,188,988
NORWAY -- 0.84%
- --------------
BANKS -- 0.17%
Fokus Bank(144a).................... 5,469 30,018
MEDICAL SERVICES & SUPPLIES -- 0.67%
Hafslund Nycomed.................... 4,328 121,477
-----------
Total Norway...................... 151,495
PHILIPPINES -- 0.30%
- -------------------
BUILDING & CONSTRUCTION -- 0.30%
DMCI Holdings, Inc.................. 83,350 54,123
SPAIN -- 0.43%
- -------------
FINANCIAL SERVICES -- 0.43%
Argentaria Corp..................... 1,855 78,462
SWEDEN -- 11.52%
- ---------------
BANKS -- 0.29%
Nordbanken.......................... 2,317 38,306
Sparbanken Sverige AB............... 1,337 15,103
-----------
53,409
BUSINESS SERVICES -- 2.06%
WM -- Data AB....................... 8,507 373,566
COMMERCIAL SERVICES -- 3.00%
Securitas AB........................ 9,121 545,865
COMPUTERS & SOFTWARE -- 0.28%
Frontec AB.......................... 1,349 50,862
DRUGS -- 0.55%
Astra A............................. 2,159 100,138
ELECTRONICS -- 2.79%
Assa Abloy AB....................... 45,132 459,173
Assa Abloy AB-Rights................ 43,191 48,466
-----------
507,639

<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
SWEDEN (CONTINUED)
- -----------------
HEALTH PRODUCTS & CARE -- 0.97%
Gentinge Industrier................. 1,414 $ 71,930
Nobelpharma AB...................... 6,656 104,565
-----------
176,495
HOLDING COMPANY -- 1.59%
Kinnevik AB......................... 8,388 288,649
-----------
Total Sweden...................... 2,096,623
SWITZERLAND -- 10.23%
- --------------------
DRUGS -- 5.60%
CIBA................................ 180 225,151
Roche Holding....................... 57 473,085
Sandoz AG........................... 274 321,094
-----------
1,019,330
ELECTRONICS -- 1.88%
Micronas Semi AG.................... 477 342,603
LEISURE & ENTERTAINMENT -- 0.78%
Fotolabo S.A........................ 280 141,364
TRANSPORTATION -- 1.97%
SwissAir............................ 341 358,073
-----------
Total Switzerland................. 1,861,370
UNITED KINGDOM -- 6.26%
- ----------------------
BUSINESS SERVICES -- 0.09%
Rentokil Group...................... 3,113 17,179
COMPUTERS & SOFTWARE -- 1.95%
JBA Holdings........................ 10,386 64,511
Misys............................... 26,216 290,337
-----------
354,848
DRUGS -- 1.05%
SmithKline Beecham.................. 19,102 191,577
FOOD SERVICE -- 0.27%
J.D. Wetherspoon PLC................ 3,662 48,913
PRINTING & PUBLISHING -- 1.43%
EMAP................................ 2,114 20,701
WPP Group........................... 78,054 238,300
-----------
259,001
TELECOMMUNICATIONS -- 1.47%
Orange PCC.......................... 75,792 266,682
-----------
Total United Kingdom.............. 1,138,200
UNITED STATES -- 24.53%
- ----------------------
AUTOMOBILE & PARTS -- 0.06%
Tata Engineering & Locomotive Co.
Limited(144a)..................... 700 10,850
BANKS -- 0.57%
Citicorp............................ 1,300 104,000
</TABLE>

See notes to the financial statements.
<PAGE> 97

JNL GLOBAL EQUITIES SERIES

SCHEDULE OF INVESTMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
UNITED STATES (CONTINUED)
- ------------------------
BROADCAST & COMMUNICATIONS -- 2.00%
Grupo Televisa S.A. Sponsored
GDR(a)............................ 3,525 $ 87,684
Indonesian Satellite Corp........... 5,375 183,422
Katz Media Group Inc.(a)............ 5,650 93,225
-----------
364,331
CHEMICALS -- 0.41%
Eli Lilly & Co...................... 25 1,625
Waters Corp......................... 3,025 73,356
-----------
74,981
COMPUTERS & SOFTWARE -- 4.85%
First Data Corp..................... 3,600 253,800
International Business Machines
Corp.............................. 5,000 555,625
Sun Microsystems, Inc............... 1,100 48,125
SunGard Data Systems, Inc.(a)....... 700 23,975
-----------
881,525
CONFECTIONS & BEVERAGES -- 0.21%
Quilmes Industrial S.A.............. 3,600 38,700
DRUGS -- 4.08%
Healthsouth Corp.(a)................ 1,275 43,350
Pfizer Inc.......................... 4,100 274,700
Pliva D.D.(144a).................... 4,387 128,583
SmithKline Beecham PLC ADR.......... 5,750 296,125
-----------
742,758
ELECTRICAL -- 0.43%
UCAR International, Inc............. 2,025 78,722
ELECTRONICS -- 0.24%
Samsung Electronics America GDR
(144a)............................ 750 42,938
FINANCIAL SERVICES -- 0.28%
Federal National Mortgage
Association....................... 75 2,391
First Interstate Bancorp............ 275 47,712
-----------
50,103
HEALTH PRODUCTS & CARE -- 0.62%
De Rigo SPA-ADR..................... 2,075 58,359
Medaphis Corporation(a)............. 1,125 54,562
-----------
112,921
HOTEL & MOTEL -- 1.18%
Hospitality Franchise Systems,
Inc.(a)........................... 3,650 177,481
Renaissance Hotel Group N.V.(a)..... 1,700 36,550
-----------
214,031

<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
UNITED STATES (CONTINUED)
- ------------------------
HOUSEHOLD FURNISHINGS -- 0.27%
AMRE, Inc.(a)....................... 2,650 $ 49,356
METALS & MINING -- 0.42%
Potash Corp. of Saskatchewan,
Inc............................... 1,236 77,250
OIL -- 2.12%
YPF Sociedad Anonima................ 19,150 385,394
REAL ESTATE -- 1.03%
Hong Kong Land Holdings ADR......... 78,000 187,200
RETAIL -- 1.22%
General Nutrition Companies, Inc.... 2,475 61,875
Gucci Group N.V.-N.Y.(a)............ 3,350 160,800
-----------
222,675
TELECOMMUNICATIONS -- 4.54%
Korean Mobile Telecommunications,
Inc. (144a)....................... 1,550 72,463
Millicom International Cellular
S.A.(a)........................... 8,250 356,812
Paging Network, Inc.(a)............. 1,050 26,250
Philippine Long Distance(a)......... 2,850 151,763
Telecom Argentina S.A. -- Class B
ADR............................... 250 10,375
Telefonos De Argentina S.A. ADR..... 3,825 98,016
Telefonos De Mexico S.A. ADR........ 1,225 40,272
Telekomunikasi Indonesia ADR(a)..... 2,250 69,469
-----------
825,420
-----------
Total United States............... 4,463,155
-----------
Total Common Stocks
(cost $14,189,329)............ 16,590,629
-----------
SHORT-TERM INVESTMENTS -- 8.80%
- ------------------------------
COMMERCIAL PAPER -- 8.80%
Federal Home Discount Note,
5.27%, 04/01/1996 (cost
$1,600,000)....................... $1,600,000 1,600,000
-----------
TOTAL INVESTMENTS -- 100%
- ------------------------
(cost $15,789,329).................. $18,190,629
===========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 98

JNL/ALGER GROWTH SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------ ----------
<S> <C> <C>
COMMON STOCKS -- 100%
- --------------------
AEROSPACE & DEFENSE -- 3.85%
Boeing Company.......................... 1,600 $ 138,600
McDonnell Douglas Corp.................. 1,800 164,925
----------
303,525
AGRICULTURAL MACHINERY -- 1.87%
Case Equipment Corp..................... 2,900 147,537
ALUMINUM -- 1.75%
Aluminum Co. of America................. 2,200 137,775
BANKS -- 4.84%
Chemical Banking Corp................... 3,000 211,500
MBNA Corp............................... 5,750 170,344
----------
381,844
BUILDING & CONSTRUCTION -- 1.89%
Clayton Homes, Inc...................... 7,125 148,734
CHEMICALS -- 0.97%
Monsanto Co............................. 500 76,750
COMPUTERS & TECHNOLOGY -- 15.40%
America On-Line, Inc.(a)................ 1,300 72,800
Cabletron Systems, Inc.(a).............. 600 39,750
Cisco Systems, Inc.(a).................. 3,600 166,950
First Data Corp......................... 2,878 202,899
Intuit, Inc.(a)......................... 500 22,500
International Business Machines Corp.... 1,200 133,350
Microchip Technology, Inc.(a)........... 3,500 96,250
Seagate Technology, Inc.(a)............. 3,300 180,675
3Com Corp.(a)........................... 4,600 183,425
U.S. Robotics Corp.(a).................. 900 116,325
----------
1,214,924
CONSUMER PRODUCTS -- 1.65%
Colgate-Palmolive Co.................... 1,675 130,441
DRUGS -- 5.99%
Eli Lilly & Co.......................... 1,900 123,500
Liposome Co., Inc.(a)................... 1,400 29,225
Merck & Company, Inc.................... 2,200 136,950
Pfizer, Inc............................. 1,200 80,400
SmithKline Beecham PLC-ADR.............. 2,000 103,000
----------
473,075
ELECTRONICS -- 6.52%
Adaptec, Inc(a)......................... 1,500 72,375
Linear Technology Corp.................. 2,900 121,075
Maxim Integrated Products(a)............ 4,200 130,200
XILINX, Inc.(a)......................... 6,000 190,500
----------
514,150
FINANCE COMPANIES -- 3.51%
Greentree Financial Corp................ 4,000 137,500
The Money Store, Inc.................... 5,000 139,375
----------
276,875

<CAPTION>
MARKET
SHARES VALUE
------ ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
HEALTH CARE & PRODUCTS -- 17.73%
Amgen, Inc.(a).......................... 1,300 $ 75,562
Biochemical Pharmaceuticals, Inc.(a).... 5,100 209,100
Columbia HCA/Healthcare Corp............ 4,000 231,000
Guidant Corp............................ 2,100 113,662
Healthsource, Inc.(a)................... 2,000 77,500
Johnson & Johnson....................... 338 31,180
Nellcor Puritan Bennett, Inc.(a)........ 2,000 128,500
Oxford Health Plans, Inc.(a)............ 2,200 193,050
St. Jude Medical, Inc.(a)............... 3,000 111,936
Summit Technology, Inc.(a).............. 1,800 42,525
United HealthCare Corp.(a).............. 3,000 184,500
----------
1,398,515
INSURANCE -- 5.06%
American International Group, Inc....... 2,500 234,062
Travelers Group, Inc.................... 2,500 165,000
----------
399,062
MERCHANDISING -- 2.44%
General Nutrition Cos.(a)............... 7,700 192,500
MISCELLANEOUS -- 1.48%
Loewen Group, Inc....................... 4,000 117,000
OFFICE EQUIPMENT -- 6.53%
Altera Corp.(a)......................... 2,000 111,750
Digital Equipment Corp.(a).............. 2,700 148,838
OfficeMax, Inc.(a)...................... 8,200 198,850
Viking Office Products, Inc.(a)......... 1,000 55,625
----------
515,063
RESTAURANTS -- 4.54%
Boston Chicken, Inc.(a)................. 4,000 136,248
Lone Star Steakhouse & Saloon(a)........ 5,800 221,850
----------
358,098
RETAIL -- 3.75%
Gap, Inc................................ 1,500 83,063
Gucci Group NV-NY(a).................... 3,000 144,000
Tommy Hilfiger Corp.(a)................. 1,500 68,813
----------
295,876
SERVICE INDUSTRIES -- 2.93%
Alco Standard Corp...................... 700 36,488
Service Corp. International............. 4,000 195,000
----------
231,488
TELECOMMUNICATIONS -- 5.78%
Bay Network, Inc.(a).................... 3,000 92,250
Glenayre Technologies, Inc.(a).......... 2,400 91,800
LCI International, Inc.(a).............. 1,700 41,650
WorldCom, Inc.(a)....................... 5,000 230,000
----------
455,700
WASTE DISPOSAL -- 1.52%
United Waste Systems, Inc.(a)........... 2,400 120,000
----------
TOTAL INVESTMENTS -- 100%
- ------------------------
(cost $7,505,319)....................... $7,888,932
==========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 99

JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
--------- ----------
<S> <C> <C>
COMMON STOCKS -- 48.81%
- ----------------------
AEROSPACE & AIRCRAFT -- 2.28%
Boeing Company........................ 600 $ 51,975
United Technologies Corp.............. 500 56,125
----------
108,100
BANKS -- 2.22%
Bank of Boston Corp................... 300 14,888
Bankers Trust New York Corp........... 500 35,437
Citicorp.............................. 600 48,000
Integra Financial Corp.(a)............ 100 7,013
----------
105,338
CHEMICALS -- 1.20%
IMC Global, Inc....................... 300 10,950
Monsanto Co........................... 300 46,050
----------
57,000
COMPUTERS & TECHNOLOGY -- 5.65%
Bay Networks, Inc.(a)................. 1,150 35,363
Cisco Systems, Inc.(a)................ 1,000 46,375
Digital Equipment Corp.(a)............ 700 38,588
Informix Corp.(a)..................... 800 21,100
International Business Machines
Corp................................ 500 55,562
Oracle Systems Corp.(a)............... 1,100 51,838
Silicon Graphics Inc.(a).............. 300 7,500
3Com Corp.(a)......................... 300 11,962
----------
268,288
CONFECTIONS & BEVERAGES -- 0.80%
Pepsico, Inc.......................... 600 37,950
CONSUMER PRODUCTS -- 3.78%
Colgate-Palmolive Co.................. 500 38,938
Gillette Co........................... 300 15,525
Kimberly-Clark Corp................... 400 29,800
Philip Morris Cos., Inc............... 600 52,650
Proctor & Gamble Co................... 500 42,375
----------
179,288
DRUGS -- 1.20%
Amgen, Inc.(a)........................ 700 40,688
Genome Therapeuticals Corp.(a)........ 800 8,300
Watson Pharmaceuticals, Inc.(a)....... 200 8,000
----------
56,988
ELECTRIC UTILITIES -- 0.26%
Teco Energy, Inc...................... 500 12,438
ELECTRONICS -- 4.07%
Emerson Electric Co................... 600 48,450
General Electric Co................... 600 46,725
Honeywell, Inc........................ 800 44,200
Perkin-Elmer Corp..................... 1,000 54,125
----------
193,500
FINANCIAL SERVICES -- 1.07%
Donaldson Lufkin & Jenrette........... 200 6,700
Federal National Mortgage
Association......................... 700 22,312
Great Western Financial Corp.......... 900 21,712
----------
50,724

<CAPTION>
MARKET
SHARES VALUE
--------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
HEALTH PRODUCTS & CARE -- 5.00%
Alza Corp.(a)......................... 500 $ 15,375
American Home Products Corp........... 400 43,350
Becton Dickinson & Co................. 100 8,188
Caremark International, Inc........... 600 15,075
Genzyme Corp.(a)...................... 200 11,000
Johnson & Johnson..................... 600 55,350
Manor Care, Inc....................... 500 19,625
Medtronic, Inc........................ 500 29,812
Upjohn Company........................ 1,000 39,875
----------
237,650
HOUSEHOLD FURNITURE & APPLIANCES --
0.23%
Newell Company........................ 400 10,700
INSURANCE -- 3.32%
Ace Limited........................... 500 22,312
Allstate Corp......................... 1,000 42,125
American International Group, Inc..... 500 46,812
Chubb Corp............................ 50 4,694
Progressive Corp...................... 100 4,462
Transatlantic Holdings, Inc........... 65 4,436
Travelers Group, Inc.................. 500 33,000
----------
157,841
MANUFACTURING -- 2.55%
Allied Signal, Inc.................... 700 41,388
Fluor Corp............................ 800 54,600
Tyco International Limited............ 700 25,025
----------
121,013
MEDIA -- 1.40%
HBO & Co.............................. 200 18,850
Knight Ridder, Inc.................... 100 6,812
TeleCommunications, Inc. -- Liberty
Media -- Class A(a)................. 200 5,275
TeleCommunications, Inc. --
Class A(a).......................... 800 14,850
Scholastic Corp.(a)................... 300 20,625
----------
66,412
METALS & MINING -- 0.39%
Potash Corp. of Saskatchewan, Inc..... 300 18,750
OIL & GAS -- 6.15%
Baker Hughes, Inc..................... 800 23,400
British Petroleum PLC - ADR........... 500 53,409
Enron Oil & Gas Co.................... 200 5,275
Ensco International, Inc.(a).......... 1,000 27,875
Halliburton Co........................ 500 28,438
Mobil Corp............................ 300 34,762
Schlumberger Limited.................. 600 47,475
Sonat Offshore Drilling, Inc.......... 300 15,300
Texaco, Inc........................... 300 25,800
Tidewater, Inc........................ 800 30,400
----------
292,134
PACKAGED FOODS -- 0.93%
Nabisco Holdings Corp. -- Class A..... 750 24,563
Sysco Corp............................ 600 19,725
----------
44,288
</TABLE>

See notes to the financial statements.
<PAGE> 100

JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES

SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
RETAIL -- 1.02%
Federated Department Stores,
Inc.(a)............................. 1,200 $ 38,700
OfficeMax, Inc.(a).................... 400 9,700
----------
48,400
TELECOMMUNICATIONS -- 3.14%
Ascend Communications, Inc.(a)........ 600 32,325
AT&T Corp............................. 400 24,500
Bell Atlantic Corp.................... 200 12,350
BBN Corp.(a).......................... 150 3,806
Equifax, Inc.......................... 800 16,100
GTE Corp.............................. 600 26,325
Interpublic Group Companies, Inc...... 500 23,625
NYNEX Corp............................ 200 9,975
----------
149,006
TRANSPORTATION -- 1.75%
AMR Corp.(a).......................... 500 44,750
Delta Air Lines, Inc.................. 500 38,437
----------
83,187
WASTE DISPOSAL -- 0.40%
WMX Technologies, Inc................. 600 19,050
----------
Total Common Stocks
(cost $2,162,786)................. 2,318,045
----------
CORPORATE BONDS -- 0.22%
- -----------------------
MEDIA -- 0.22%
Continental Cablevision (144a) 8.30%,
05/15/2006.......................... $10,000 10,325
----------
Total Corporate Bonds
(cost $9,975)..................... 10,325
----------
MUNICIPAL BONDS -- 1.05%
- -----------------------
CALIFORNIA -- 0.31%
Long Beach Pension Obligation -- FSA
Insured, 6.87%, 09/01/2006.......... 5,000 4,927
Ventura County Municipal Bond -- FSA
Insured, 6.58%, 11/01/2006.......... 5,000 4,801
San Bernardino County Authority
Pension -- MBIA Insured, 6.94%
08/01/2009.......................... 5,000 4,839
----------
14,567
FLORIDA -- 0.55%
Miami Beach Pension Project -- AMBAC
Insured, 8.60%, 09/01/2021.......... 10,000 11,172
University of Miami -- MBIA
Insured, Adjustable Rate --
7.65%, 04/01/2020................... 15,000 15,000
----------
26,172
MICHIGAN -- 0.10%
Michigan Public Power Agency -- MBIA
Insured, 5.25%, 01/01/2018.......... 5,000 4,662

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
- --------------------------
SOUTH CAROLINA -- 0.09%
South Carolina State Series C -- FGIC
Insured, 5.00%, 01/01/2025.......... $ 5,000 $ 4,392
----------
Total Municipal Bonds
(cost $50,243).................... 49,793
----------
GOVERNMENT BONDS -- 29.26%
- -------------------------
U.S. TREASURY NOTES -- 21.35%
5.75%, 09/30/1997..................... 140,000 140,109
6.875%, 07/31/1999.................... 200,000 205,250
5.875%, 11/15/2005.................... 300,000 289,125
5.625%, 02/15/2006.................... 400,000 379,376
----------
1,013,860
U.S. GOVERNMENT AGENCIES -- 7.91%
Resolution Trust Corporation Strip
Interest 6.80%, 05/25/2027.......... 98,994 98,994
Government National Mortgage
Association 6.50%, 12/15/2023....... 290,031 276,225
----------
375,219
----------
Total Government Bonds
(cost $1,407,756)................. 1,389,079
----------
MORTGAGE BACKED SECURITIES -- 2.13%
- ----------------------------------
Residential Funding Mortgage Security
I 6.75%, 02/25/2011
(cost $101,394)..................... 100,000 101,394
----------
SHORT-TERM INVESTMENTS -- 18.53%
- -------------------------------
U.S. TREASURY BILLS -- 13.49%
5.17%, 04/18/1996..................... 120,000 119,690
5.20%, 04/18/1996..................... 250,000 249,350
4.79%, 05/16/1996..................... 130,000 129,222
4.76%, 08/15/1996..................... 145,000 142,234
----------
640,496
DISCOUNT NOTES -- 5.04%
FNMA Discount Note
5.17%, 06/12/1996................... 105,000 104,895
Amoco Corp Discount Note 5.30%,
04/18/1996.......................... 135,000 134,642
----------
239,537
----------
Total Short-Term Investments
(cost $879,284)................... 880,033
----------
TOTAL INVESTMENTS -- 100%
- ------------------------
(cost $4,611,438)..................... $4,748,669
==========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 101

JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
-------- ----------
<S> <C> <C>
COMMON STOCKS -- 76.84%
- ----------------------
AEROSPACE & AIRCRAFT -- 1.25%
United Technologies Corp.............. 300 $ 33,675
BANKS -- 2.68%
Citicorp.............................. 400 32,000
Nationsbank Corp...................... 500 40,062
----------
72,062
BROADCAST & COMMUNICATIONS -- 7.08%
American Radio Systems Corp. --
Class A(a).......................... 900 30,375
EchoStar Communications Corp. --
Class A(a).......................... 900 30,375
Tele-Communications -- Class A(a)..... 1,200 22,274
Time Warner, Inc...................... 700 28,613
U.S. West Media Group(a).............. 1,000 20,625
U.S. Satellite Broadcasting Company --
Class A(a).......................... 1,000 32,750
Walt Disney Co........................ 400 25,550
----------
190,562
CHEMICALS -- 3.70%
Guidant Corp.......................... 1,000 54,125
Eli Lilly & Co........................ 700 45,500
----------
99,625
COMPUTERS & SOFTWARE -- 11.15%
Bay Networks, Inc.(a)................. 250 7,687
Cisco Systems, Inc.(a)................ 600 27,825
Intuit, Inc.(a)....................... 300 13,500
Microsoft Corp.(a).................... 700 72,188
Oracle Systems Corp.(a)............... 400 18,850
Prism Solutions, Inc.................. 1,000 26,500
Red Brick Systems, Inc.(a)............ 700 30,100
Shiva Corp.(a)........................ 400 36,300
Sterling Commerce, Inc.(a)............ 1,000 30,750
Storage Technology Corp.(a)........... 1,400 36,575
----------
300,275
CONSUMER PRODUCTS -- 5.82%
Kimberly-Clark Corp................... 400 29,800
Nabisco Holdings Corp. -- Class A..... 700 22,925
Perkin-Elmer Corp..................... 500 27,063
Philip Morris Cos., Inc............... 300 26,325
Stewart Enterprises, Inc. -- Class
A................................... 500 21,375
WM. Wrigley JR. Co.................... 500 29,313
----------
156,801

<CAPTION>
MARKET
SHARES VALUE
-------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
DRUGS -- 3.98%
Biochemical Pharmaceutical, Inc.(a)... 600 $ 24,600
Biogen, Inc.(a)....................... 500 29,750
Elan Corp. PLC ADR(a)................. 600 38,550
INCYTE Pharmaceuticals, Inc.(a)....... 500 14,250
----------
107,150
ELECTRONICS -- 2.60%
Input/Output, Inc.(a)................. 800 24,800
Raychem Corp.......................... 700 45,150
----------
69,950
HEALTH PRODUCTS & CARE -- 4.92%
Bristol-Myers Squibb Co............... 400 34,250
ESC Medical Systems Ltd.(a)........... 1,000 34,500
Johnson & Johnson..................... 200 18,450
United Healthcare Corp................ 400 24,600
Vencor, Inc.(a)....................... 600 20,700
----------
132,500
INSURANCE -- 2.17%
ACE Limited........................... 800 35,700
CIGNA Corp............................ 200 22,850
----------
58,550
MEDICAL SERVICES & SUPPLIES -- 2.70%
Omnicare, Inc......................... 500 26,937
U.S. Surgical Corp.................... 1,400 45,850
----------
72,787
OFFICE EQUIPMENT & SUPPLIES -- 1.30%
Harnischfeger Industries, Inc......... 900 34,875
OIL & GAS -- 11.80%
Diamond Offshore Drilling(a).......... 800 34,300
Halliburton Co........................ 800 45,500
Louisiana Land and Exploration Co..... 1,500 69,938
Noble Drilling Corp.(a)............... 5,000 61,875
Pride Petroleum Services, Inc.(a)..... 3,000 42,375
Reading & Bates Corp.(a).............. 2,200 43,450
YPF Sociedad Anonima ADR.............. 1,000 20,125
----------
317,563
PAPER -- 2.42%
Boise Cascade Corp.................... 800 33,600
Champion International Corp........... 700 31,675
----------
65,275
RETAIL -- 5.45%
Baby Superstore, Inc.(a).............. 400 18,200
Corporate Express(a).................. 700 23,100
Federated Department Stores,
Inc.(a)............................. 1,200 38,700
Home Depot, Inc....................... 700 33,512
Sunglass Hut International(a)......... 1,000 33,125
----------
146,637
</TABLE>

See notes to the financial statements.
<PAGE> 102

JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES

SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
-------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- ------------------------
TELECOMMUNICATIONS -- 7.21%
Cellular Communications -- Class
A(a)................................ 1,500 $ 49,875
Frontier Corp......................... 700 22,050
MFS Communications Company,
Inc.(a)............................. 400 24,900
Newbridge Networks Corp.(a)........... 600 33,750
Omnipoint Corp.(a).................... 1,300 33,150
PanAmSat Corp.(a)..................... 1,000 30,500
----------
194,225
TRANSPORTATION -- 0.61%
Burlington Northern Sante Fe.......... 200 16,425
----------
Total Common Stocks
(cost $1,931,799)................. 2,068,937
----------

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
-------- ----------
<S> <C> <C>
SHORT-TERM INVESTMENTS -- 23.16%
- -------------------------------
U.S. TREASURY BILLS -- 23.16%
4.995%, 04/11/1996.................... $115,000 $ 114,755
5.17%, 04/18/1996..................... 120,000 119,690
5.20%, 04/18/1996..................... 120,000 119,688
5.105%, 04/25/1996.................... 115,000 114,609
4.77%, 05/09/1996..................... 155,000 154,901
----------
Total Short-Term Investments
(cost $623,084)................... 623,643
----------
TOTAL INVESTMENTS -- 100%
- ------------------------
(cost $2,554,883)..................... $2,692,580
==========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 103

PPM AMERICA/JNL HIGH YIELD BOND SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
CORPORATE BONDS -- 94.44%
- ------------------------
AEROSPACE & AIRCRAFT -- 1.74%
Coltec Industries, Inc.,
9.75%, 11/01/1999................... $100,000 $ 102,000
AGRICULTURAL MACHINERY -- 1.72%
AGCO Corp. (144a),
8.50%, 03/15/2006................... 100,000 100,750
AUTOMOTIVE & ACCESSORIES -- 5.29%
Aftermarket Technology Corp., 12.00%,
08/01/2004.......................... 100,000 108,000
Lear Seating Corp., 8.25%,
02/01/2002.......................... 100,000 96,000
SPX Corp., 11.75%, 06/01/2002......... 100,000 105,500
----------
309,500
BUILDING -- 1.87%
Schuller International Group, Inc.,
10.875%, 12/15/2004................. 100,000 109,250
CHEMICALS -- 7.40%
Arcadian Partners, 10.75%,
05/01/2005.......................... 200,000 217,500
Laroche Industries, Inc., 13.00%,
08/15/2004.......................... 100,000 107,000
Terra Industries, Inc.,
10.50%, 06/15/2005.................. 100,000 108,500
----------
433,000
COMMUNICATIONS -- 1.59%
MFS Communications Co., Inc., 8.875%,
01/15/2006(a)....................... 150,000 93,000
CONSUMER PRODUCTS -- 1.80%
Coty, Inc., 10.25%, 05/01/2005........ 100,000 105,000
DEFENSE -- 1.89%
Alliant Techsystems, Inc., 11.75%,
03/01/2003.......................... 100,000 110,000
FABRICATED METAL PRODUCTS -- 2.10%
UCAR Global Enterprises, Inc., 12.00%,
01/15/2005.......................... 107,000 123,050
FINANCIAL -- 5.36%
AIM Management Group, Inc., 9.00%,
11/15/2003.......................... 200,000 207,500
Van Kampen Merritt, Inc., 9.75%,
02/15/2003.......................... 100,000 105,875
----------
313,375
FOOD & BEVERAGES -- 4.34%
Cott Corp., 9.00%, 07/01/2005......... 150,000 148,500
Dominick's Finer Foods, 10.875%,
05/01/2005.......................... 100,000 105,250
----------
253,750

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
- --------------------------
GAMING -- 8.80%
Aztar Corp., 11.00%, 10/01/2002....... $100,000 $ 101,000
Showboat, Inc.
9.25%, 05/01/08..................... 100,000 102,000
13.00%, 08/01/09.................... 100,000 114,500
Station Casinos, Inc.,
10.125%, 03/15/2006................. 200,000 197,000
----------
514,500
HEALTH CARE -- 1.68%
GranCare, Inc., 9.375%, 09/15/2005.... 100,000 98,500
LEISURE & RECREATION -- 1.86%
AMF Group, Inc. (144a), 12.25%,
03/15/2006(a)....................... 200,000 109,000
MACHINERY -- 1.46%
American Standard Corp., 10.50%,
06/01/2005(a)....................... 100,000 85,250
MEDIA CABLE -- 7.11%
Century Communications -- Class A,
9.50%, 03/01/2005................... 100,000 101,500
Jones Intercable, Inc.,
9.625%, 03/15/2002.................. 100,000 103,500
Rogers Cablesystems Limited
10.00%, 03/15/2005.................. 100,000 104,000
11.00%, 12/01/2015.................. 100,000 107,000
----------
416,000
NON-FERROUS METALS -- 1.68%
Bar Technologies (144a), 13.50%,
04/01/2001.......................... 100,000 98,244
OIL SERVICE -- 1.77%
Falcon Drilling, Inc., 9.75%,
01/15/2005.......................... 100,000 103,500
PAPER -- 10.00%
Buckeye Cellulose Corp., 8.50%,
12/15/2005.......................... 100,000 97,500
Crown Paper Co., 11.00%, 09/01/2005... 200,000 185,000
Quno Corp., 9.125%, 05/15/2005........ 200,000 202,000
Riverwood International Corp., 10.25%,
04/01/2006.......................... 100,000 100,000
----------
584,500
PETROLEUM -- 8.79%
Clark Oil Refining Corp., 10.50%,
12/01/2001.......................... 100,000 104,000
Louis Dreyfus Natural Gas Corp.,
9.25%, 06/15/2004................... 100,000 106,500
Oryx Energy Co., 8.125%, 10/15/2005... 100,000 97,869
Plains Resources, Inc.,
10.25%, 3/15/2006................... 100,000 100,750
United Meridian Corp., 10.375%,
10/15/2005.......................... 100,000 105,000
----------
514,119
</TABLE>

See notes to the financial statements.
<PAGE> 104

PPM AMERICA/JNL HIGH YIELD BOND SERIES

SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
- --------------------------
PRINTING & PUBLISHING -- 5.46%
Big Flower Press, Inc.,
10.75%, 08/01/2003.................. $125,000 $ 127,500
Hollinger International, Inc., 9.25%,
02/01/2006.......................... 100,000 97,000
K-III Communications (144a) 8.50%,
02/01/2006.......................... 100,000 95,000
----------
319,500
STEEL -- 3.65%
AK Steel Corp, Inc.,
10.75%, 04/01/2004.................. 100,000 110,000
Weirton Steel Corp.,
11.50%, 03/01/1998.................. 100,000 103,500
----------
213,500
TEXTILES -- 3.56%
Day International Group, 11.125%,
06/01/2005.......................... 100,000 103,500
Synthetic Industries, Inc.,
12.75%, 12/01/2002.................. 100,000 105,000
----------
208,500
TRANSPORTATION -- 1.75%
Viking Star Shipping, Inc., 9.625%,
07/15/2003.......................... 100,000 102,500

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
- --------------------------
WASTE MANAGEMENT -- 1.77%
Norcal Waste System, Inc.
(144a)(step-up bond), 12.50%,
11/15/2005(b)....................... $100,000 $ 103,500
----------
Total Corporate Bonds
(cost $5,492,935)................. 5,523,788
----------
SHORT-TERM INVESTMENTS -- 5.56%
- ----------------------------------------
COMMERCIAL PAPER -- 5.56%
- ----------------------------------------
American Express Corp.,
5.50%, 04/02/1996................... 125,000 124,963
Ford Motor Credit Co.,
5.58%, 04/01/1996................... 200,000 199,970
----------
Total Short-Term Investments
(cost $324,981)................... 324,933
----------
TOTAL INVESTMENTS -- 100%
- ------------------------
(cost $5,817,916)..................... $5,848,721
==========
</TABLE>

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

(a) Denotes deferred interest security that receives no coupon payments until a
predetermined date at which time the stated coupon rate becomes effective.

(b) Coupon payment periodically increases over the life of the security. Rate
stated is rate in effect on March 31, 1996.

See notes to the financial statements.
<PAGE> 105

PPM AMERICA/JNL MONEY MARKET SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
SHORT-TERM INVESTMENTS -- 100%
- -----------------------------
COMMERCIAL PAPER -- 100%
- -----------------------
CAPTIVE FINANCE -- 17.81%
American Express Credit Corp., 4.94%,
07/18/1996.......................... $150,000 $ 147,777
Chrysler Financial Corp., 5.55%,
04/04/1996.......................... 185,000 184,914
Ford Motor Credit Co.,
5.14%, 04/19/1996................... 200,000 199,486
General Motors Acceptance Corp.,
5.14%, 04/22/1996................... 250,000 249,250
J C Penny Corp., 5.27%, 04/12/1996.... 220,000 219,646
Pitney Bowes Credit Corp., 5.23%,
05/24/1996.......................... 215,000 213,345
----------
1,214,418
CHEMICALS -- 3.64%
E.I. DuPont De Nemours Co., 5.27%,
05/10/1996.......................... 250,000 248,573
COMPUTERS -- 3.13%
International Business Machines Credit
Corp., 5.03%, 05/22/1996............ 215,000 213,468
CONSUMER FINANCE -- 11.77%
American General Financial Corp.,
5.36%, 04/29/1996................... 175,000 174,270
Beneficial Corp., 5.32%, 05/09/1996... 235,000 233,680
Household Financial Corp., 5.25%,
08/30/1996.......................... 205,000 200,486
Norwest Financial, Inc.,
5.35%, 05/06/1996................... 195,000 194,043
----------
802,479
CONSUMER PRODUCTS -- 13.59%
Coca-Cola Co., 5.30%, 04/15/1996...... 105,000 104,783
Conagra, Inc., 5.32%, 04/04/1996...... 105,000 104,953
H J Heinz Co., 5.33%, 04/30/1996...... 200,000 199,141
Hershey Foods Corp., 5.30%,
04/26/1996.......................... 200,000 199,264
Pepsico, Inc.
5.25%, 04/24/1996................... 100,000 99,665
5.24%, 04/25/1996................... 110,000 109,616
Tyson Foods, Inc., 5.35%,
04/18/1996.......................... 110,000 109,722
----------
927,144
ENERGY -- 8.48%
Amoco Corp., 5.27%, 05/10/1996........ 200,000 198,858
Chevron Oil Financial Co., 5.20%,
04/26/1996.......................... 180,000 179,350
Dresser Industries, Inc.,
5.25%, 04/02/1996................... 200,000 199,971
----------
578,179

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
SHORT-TERM INVESTMENTS (CONTINUED)
COMMERCIAL PAPER (CONTINUED)
- ---------------------------
HEALTH CARE -- 8.02%
Allegan, Inc., 5.10%, 05/14/1996...... $110,000 $ 109,330
American Home Products Corp., 5.27%,
05/24/1996.......................... 250,000 248,060
Schering Corp., 5.50%, 04/03/1996..... 190,000 189,942
----------
547,332
INDEPENDENT FINANCE -- 9.88%
Associates Corp. -- North America,
5.50%, 04/05/1996................... 205,000 204,875
CIT Group Holdings, Inc., 5.20%,
04/22/1996.......................... 220,000 219,333
General Electric Capital Corp., 5.35%,
04/04/1996.......................... 250,000 249,888
----------
674,096
MORTGAGE BANKING -- 3.14%
Countrywide Corp., 5.26%,
04/26/1996.......................... 215,000 214,215
TELECOMMUNICATIONS -- 19.07%
American Telephone & Telegraph Co.,
5.20%, 05/17/1996................... 190,000 188,737
Ameritech Corp., 5.25%, 07/08/1996.... 250,000 246,427
Bell South Telecommunications, 5.27%,
04/23/1996.......................... 180,000 179,420
GTE Northwest
5.32%, 04/09/1996................... 150,000 149,823
5.54%, 04/02/1996................... 100,000 99,985
Southwestern Bell Capital Corp.,
5.27%, 06/05/1996................... 250,000 247,621
U S West Communications, Inc., 5.15%,
05/17/1996.......................... 190,000 188,750
----------
1,300,763
UTILITIES -- 1.47%
Florida Power Corp., 5.40%,
04/02/1996.......................... 100,000 99,985
----------
TOTAL INVESTMENTS -- 100%
(cost $6,820,652)..................... $6,820,652
==========
</TABLE>

See notes to the financial statements.
<PAGE> 106

PPM AMERICA/JNL VALUE EQUITY SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------ ----------
<S> <C> <C>
COMMON STOCKS -- 100%
- ---------------------
AEROSPACE -- 4.86%
Lockheed Martin Corp.................... 550 $ 41,731
Rockwell International Corp............. 900 52,988
United Technologies Corp................ 600 67,350
----------
162,069
AUTOMOTIVE -- 5.59%
Ford Motor Co........................... 1,500 51,562
General Motors Corp..................... 1,200 63,900
TRW, Inc................................ 800 71,300
----------
186,762
BANKS -- 8.97%
BankAmerica Corp........................ 800 62,000
Boatmen's Bancshares, Inc............... 800 31,400
Chemical Banking Corp................... 1,000 70,500
KeyCorp................................. 1,800 69,525
Mellon Bank Corp........................ 1,200 66,150
----------
299,575
CAPITAL GOODS -- 1.40%
General Electric Co..................... 600 46,725
CHEMICALS -- 4.16%
W.R. Grace & Co......................... 900 70,425
PPG Industries, Inc..................... 1,400 68,425
----------
138,850
COMPUTERS -- 2.33%
International Business Machines Corp.... 700 77,787
CONSUMER -- 2.27%
Polaroid Corp........................... 1,000 45,000
Dial Corp............................... 1,100 30,800
----------
75,800
ELECTRIC UTILITIES -- 7.57%
Edison International.................... 3,000 51,375
General Public Utilities Corp........... 2,100 69,300
Ohio Edison Co.......................... 2,900 65,613
PECO Energy Co.......................... 2,500 66,562
----------
252,850
ELECTRONICS & INSTRUMENTATION -- 4.11%
Harris Corp............................. 1,000 61,875
Xerox Corp.............................. 600 75,300
----------
137,175
FINANCIAL -- 2.98%
Beneficial Corp......................... 1,200 69,150
Student Loan Marketing Association...... 400 30,600
----------
99,750
FOOD & BEVERAGE -- 7.26%
American Brands, Inc.................... 1,200 50,850
Anheuser-Busch Cos., Inc................ 800 53,900
Earthgrains Co.......................... 32 956
Philip Morris Co., Inc.................. 800 70,200
RJR Nabisco Holdings Corp............... 2,200 66,550
----------
242,456

<CAPTION>
MARKET
SHARES VALUE
------ ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
HEALTH CARE -- 9.04%
Baxter International, Inc............... 1,200 $ 54,300
Bristol Myers Squibb Co................. 800 68,500
Columbia/ HCA Healthcare Corp........... 1,100 63,525
Upjohn Co............................... 1,400 55,825
U.S. Healthcare, Inc.................... 1,300 59,637
----------
301,787
INSURANCE -- 7.13%
American General Corp................... 1,300 44,850
CIGNA Corp.............................. 700 79,975
ITT Hartford Group, Inc................. 1,400 68,600
Transamerica Corp....................... 600 44,925
----------
238,350
LEISURE & ENTERTAINMENT -- 1.99%
Hasbro, Inc............................. 1,800 66,600
MANUFACTURING -- 2.13%
Parker-Hannifin Corp.................... 1,900 71,250
MERCHANDISING -- 6.71%
Dayton Hudson Corp...................... 700 59,412
Federated Department Stores, Inc.(a).... 2,100 67,725
Nike, Inc. -- Class B................... 400 32,500
J.C. Penney Co., Inc.................... 1,300 64,675
----------
224,312
NON-FERROUS METALS -- 2.05%
Phelps Dodge Corp....................... 1,000 68,625
PETROLEUM -- 9.62%
Ashland, Inc............................ 1,700 65,238
Chevron Corp............................ 1,200 67,350
Exxon Corp.............................. 900 73,463
Occidental Petroleum Corp............... 2,700 72,225
Texaco, Inc............................. 500 43,000
----------
321,276
RAILROADS -- 3.03%
Burlington Northern Sante Fe, Inc....... 400 32,850
CSX Corp................................ 1,500 68,438
----------
101,288
TELECOMMUNICATIONS -- 4.81%
360 Communications Co.(b)............... 0 8
Sprint Corp............................. 2,100 79,800
US West, Inc............................ 2,500 80,938
----------
160,746
TEXTILES -- 1.99%
VF Corporation.......................... 1,200 66,300
----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $2,845,198)....................... $3,340,333
==========
</TABLE>

- -------------------------
(a) Non-income producing.

(b) Less than one full share of this security is held in the Series.

See notes to the financial statements.
<PAGE> 107

SALOMON BROTHERS/JNL GLOBAL BOND SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
CORPORATE BONDS -- 40.36%
- -------------------------
UNITED STATES -- 40.36%
- -----------------------
AEROSPACE INDUSTRIES -- 2.21%
Talley Industries,
10.75%, 10/15/2003............... $150,000 $ 150,750
CAPITAL GOODS -- 2.24%
Alvey Systems, (144a),
11.375%, 01/31/2003.............. 150,000 152,250
FINANCIAL -- 3.09%
Empress River Casino Financial,
10.75%, 04/01/2002............... 150,000 153,750
Mellon Financial,
9.75%, 06/15/2001................ 50,000 56,222
----------
209,972
INDUSTRIAL -- 21.12%
Foamex L.P.,
11.875%, 10/01/2004.............. 250,000 237,500
Inter-City Products,
9.75%, 03/01/2000................ 150,000 132,000
Jordan Industries, Inc.,
10.375%, 08/01/2003.............. 250,000 230,625
Penn Traffic Co.,
9.625%, 04/15/2005............... 250,000 215,625
Samsonite Corp.,
11.125%, 07/15/2005.............. 150,000 148,875
Selmer Co., Inc.,
11.00%, 05/15/2005............... 250,000 259,375
Telex Communications,
12.00%, 07/15/2004............... 200,000 212,500
----------
1,436,500
PUBLISHING -- 3.75%
American Media Operations,
11.625%, 11/15/2004.............. 250,000 255,000
TELECOMMUNICATION -- 6.12%
Adelphia Communications,
12.50%, 05/15/2002............... 250,000 258,125
People's Choice
13.125%, 06/01/2004(a)........... 250,000 158,125
----------
416,250
TRANSPORTATION -- 1.83%
Airplanes Pass-through Trust,
10.875%, 03/15/2019.............. 125,000 125,000
----------
Total Corporate Bonds
(cost $2,749,458).............. 2,745,722
----------
GOVERNMENT BONDS -- 46.23%
- --------------------------
ARGENTINA -- 2.65%
- ------------------
Argentina Floating Rate Bond,
6.3125%, 03/31/2005(b)........... 250,000 180,000

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
GOVERNMENT BONDS (CONTINUED)
- ----------------------------
AUSTRALIA -- 0.39%
- ------------------
Australia Government Bond,
6.75%, 11/15/2006................ $ 40,000 $ 26,765
BRAZIL -- 4.58%
- ---------------
Brazil C Bond (payment-in-kind
bond),
8.00%, 04/15/2014(c)............. 520,200 311,730
BULGARIA -- 1.83%
- -----------------
Bulgaria Floating Rate
Government Bond
6.25%, 07/28/2024(b)............. 250,000 124,531
CANADA -- 1.31%
- ---------------
Canadian Government Bond,
9.00%, 12/01/2004................ 112,000 89,478
DENMARK -- 0.80%
- ----------------
Denmark Bullet,
8.00%, 03/15/2006................ 300,000 54,382
ECUADOR -- 1.28%
- ----------------
Ecuador Pars (step-up bond),
3.25%, 02/28/2025(d)............. 250,000 87,187
GERMANY -- 3.84%
- ----------------
Germany (Federal Republic),
6.00%, 02/16/2006................ 130,000 85,158
Bundesobl (Germany),
6.00%, 02/20/1998................ 250,000 175,551
----------
Total Germany.................... 260,709
MEXICO -- 2.34%
- ---------------
Mexico Pars,
6.25%, 12/31/2019................ 250,000 159,062
NETHERLANDS -- 1.11%
- --------------------
Netherland Government Bond,
6.25%, 07/15/1998................ 120,000 75,820
POLAND -- 2.78%
- ---------------
Poland PDI (step-up bond),
3.75%, 10/27/2014(d)............. 250,000 189,218
UNITED KINGDOM -- 0.46%
- -----------------------
United Kingdom Treasury Bond,
8.50%, 12/07/2005................ 20,000 31,246
UNITED STATES -- 20.78%
- -----------------------
U.S. GOVERNMENT AGENCIES -- 8.65%
- ---------------------------------
Federal Home Loan Mortgage Company
6.50%, 02/01/2026(e)............. 300,000 285,187
Federal National Mortgage
Association
13.00%, 11/15/2015............... 15,000 17,977
6.50%, 02/01/2026(e)............. 300,000 284,812
----------
587,976
</TABLE>

See notes to the financial statements.
<PAGE> 108

SALOMON BROTHERS/JNL GLOBAL BOND SERIES

SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
GOVERNMENT BONDS (CONTINUED)
- ----------------------------
U.S. TREASURY NOTES -- 12.13%
U.S. Treasury Note
5.00%, 01/31/1998................ $300,000 $ 296,156
5.625%, 02/28/2001............... 90,000 88,200
5.625%, 02/15/2006............... 465,000 441,025
----------
825,381
----------
Total United States.............. 1,413,357
----------
VENEZUELA -- 2.08%
- ------------------
Republic of Venezuela-Par,
6.75%, 03/31/2020.................. 250,000 141,250
----------
Total Government Bonds
(cost $3,115,674).............. 3,144,735
----------
RIGHTS -- 0.00%
- ---------------
MEXICO -- 0.00%
- ---------------
Mexico Value Recovery Rights,
6.25%, 06/30/2003 (cost $0)...... 250,000 0

<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
WARRANTS -- 0.00%
- -----------------
VENEZUELA -- 0.00%
- ------------------
Republic of Venezuela Warrants (cost
$0)................................ 1,250 $ 0
SHORT-TERM INVESTMENTS -- 13.41%
- --------------------------------
REPURCHASE AGREEMENT -- 13.41%
Repurchase Agreement with Merrill
Lynch, 5.40% (Collateralized by
U.S. Treasury STRIP), acquired on
3/29/96, due 4/1/96 (cost
$912,000)........................ $912,000 912,000
----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $6,777,132).................. $6,802,457
=========
</TABLE>

- -------------------------
(a) Denotes deferred interest security that receives no coupon payments until a
predetermined date at which time the stated coupon rate becomes effective.

(b) Coupon is indexed to 6 Month Libor rate. Stated rate is in effect on March
31, 1996.

(d) Coupon payment periodically increases over the life of the security. Rate
stated is rate in effect on March 31, 1996.

(e) Investment purchased on a when-issued basis.

See notes to the financial statements.
<PAGE> 109

SALOMON BROTHERS/JNL U.S. GOVERNMENT & QUALITY BOND SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
GOVERNMENT BONDS -- 68.19%
- --------------------------
U.S. TREASURY NOTES -- 14.10%
U.S. Treasury Note
6.50%, 08/15/2005................. $ 80,000 $ 80,313
5.625%, 02/15/2006................ 185,000 175,461
8.125%, 08/15/2019................ 140,000 159,993
----------
415,767
U.S. GOVERNMENT AGENCIES -- 54.09%
Federal Home Loan Mortgage Corp.
5.94% 06/13/2000.................. 300,000 296,391
6.00%, 10/01/2010................. 96,641 92,865
11.75%, 01/01/2011................ 17,553 19,562
Federal National Mortgage
Association
14.50%, 11/15/2014................ 13,966 17,388
12.50%, 08/01/2015................ 9,955 11,483
13.00%, 11/15/2015................ 31,263 37,467
11.50%, 09/01/2019................ 9,924 11,220
11.50%, 02/01/2020................ 49,449 55,908
9.50%, 08/01/2022................. 57,860 62,381
6.50%, 06/20/2025(a).............. 450,000 427,359
7.00%, 08/01/2025(a).............. 100,000 97,437
Government National Mortgage
Association
7.00%, 12/15/2025(a).............. 50,000 48,703
Student Loan Marketing Association
7.50%, 03/08/2000................. 400,000 417,188
----------
1,595,352
----------
Total Government Bonds
(cost $2,034,159)............. 2,011,119
----------

<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- ----------
<S> <C> <C>
CORPORATE BONDS -- 8.07%
- ------------------------
FINANCIAL -- 8.07%
Associate Corp.
5.60%, 01/15/2001................. $100,000 $ 96,552
Ford Motor Credit Co.
6.25%, 12/08/2005................. 150,000 141,521
----------
Total Corporate Bonds
(cost $248,057)............... 238,073
----------
SHORT-TERM INVESTMENTS -- 23.74%
- --------------------------------
REPURCHASE AGREEMENT -- 23.74%
Repurchase agreement with Merrill
Lynch, 5.40% (Collateralized by
U.S. Treasury Strip), acquired on
3/29/96, due 4/1/96
(cost $700,000)........ 700,000 700,000
----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $2,982,216)................... $2,949,192
=========
</TABLE>

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

(a) Investment purchased on a when-issued basis.

See notes to the financial statements.
<PAGE> 110

T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES

SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------------- ----------
<S> <C> <C>
COMMON STOCKS -- 91.81%
- -----------------------
FRANCE -- 1.41%
- ---------------
CONFECTIONS & BEVERAGES -- 1.41%
LVMH Moet-Hennessy.................... 500 $ 126,912
GERMANY -- 1.40%
- ----------------
BANKS -- 1.40%
Deutsche Bank AG...................... 2,500 125,868
HONG KONG -- 2.59%
- ------------------
FINANCE COMPANIES -- 2.59%
Hutchinson Whampoa Ltd................ 37,000 232,536
ITALY -- 3.70%
- --------------
FINANCE COMPANIES -- 2.03%
Banca Fideuram SPA.................... 124,000 182,472
TELECOMMUNICATIONS -- 1.67%
Telecom Italia SPA.................... 32,000 50,657
Telecom Italia Di Risp(b)............. 16,500 23,282
Telecom Italia Mobile(b).............. 32,000 58,097
Telecom Italia Mobile Di Risp(b)...... 16,500 18,163
----------
150,199
----------
Total Italy......................... 332,671
NETHERLANDS -- 0.57%
- --------------------
CONSUMER PRODUCTS -- 0.57%
Hagemeyer NV.......................... 750 51,150
SWEDEN -- 3.53%
- ---------------
DRUGS -- 2.15%
Astra AB -- Class B................... 4,200 192,917
FINANCE COMPANIES -- 1.38%
Kinnevik AB........................... 3,600 123,883
----------
Total Sweden........................ 316,800
SWITZERLAND -- 1.15%
- --------------------
INDUSTRIAL MACHINERY -- 1.15%
Sig Schweizerische Industrie.......... 45 103,201
UNITED KINGDOM -- 1.61%
- -----------------------
TELECOMMUNICATIONS -- 1.61%
Vodafone Group PLC.................... 39,000 144,369
UNITED STATES -- 75.85%
- -----------------------
AUTOMOBILE & PARTS -- 0.68%
Exide Corp............................ 2,600 60,775
BROADCAST & COMMUNICATIONS -- 4.93%
Gaylord Entertainment Co. -- Class
A................................... 3,300 89,100
TeleCommunications -- Class A(b)...... 2,000 37,124
Time Warner, Inc...................... 3,100 126,712
Turner Broadcasting -- Class B........ 600 16,275
Viacom, Inc. -- Class A(b)............ 300 12,300
Viacom, Inc. -- Class B............... 1,700 71,613
Walt Disney Co........................ 1,400 89,425
----------
442,549

<CAPTION>
MARKET
SHARES VALUE
------------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
BUSINESS SERVICES -- 1.17%
Silicon Graphics, Inc.(b)............. 1,000 $ 25,000
3Com Corp.(b)......................... 2,000 79,750
----------
104,750
CHEMICALS -- 1.35%
Great Lakes Chemical Corp............. 1,800 121,275
COMPUTERS & SOFTWARE -- 6.76%
Adobe Systems, Inc.................... 2,000 64,500
Automatic Data Processing............. 2,300 90,563
Bay Networks, Inc.(b)................. 3,400 104,550
Cirrus Logic, Inc.(b)................. 1,100 19,869
Ceridian Corp.(b)..................... 2,100 90,300
First Data Corp....................... 951 67,045
Intuit, Inc.(b)....................... 1,600 72,000
Microsoft Corp.(b).................... 400 41,250
Oracle Systems Corp.(b)............... 900 42,412
Sybase, Inc.(b)....................... 600 13,950
----------
606,439
CONFECTIONS & BEVERAGES -- 4.84%
Anheuser-Busch Cos., Inc.............. 600 40,425
Coca-Cola Co.......................... 2,700 223,088
Pepsico, Inc.......................... 2,700 170,775
----------
434,288
CONSUMER PRODUCTS -- 4.04%
Campbell Soup Co...................... 800 48,700
Eastman Kodak Co...................... 1,500 106,500
Philip Morris Cos., Inc............... 800 70,200
Pioneer HI Bred International, Inc.... 1,000 52,625
Proctor & Gamble Co................... 1,000 84,750
----------
362,775
DIVERSIFIED -- 1.28%
Alco Standard Corp.................... 2,200 114,675
DRUGS -- 6.91%
Amgen, Inc.(b)........................ 4,100 238,313
Cardinal Health, Inc.................. 2,100 134,925
Medeva PLC Sponsored ADS.............. 4,500 66,375
Merck & Company, Inc.................. 1,500 93,375
SmithKline Beecham PLC-ADR............ 1,700 87,550
----------
620,538
ELECTRONICS -- 4.37%
Altera Corp.(b)....................... 600 33,525
Emerson Electric Co................... 900 72,675
General Electric Co................... 2,700 210,262
Intel Corp............................ 500 28,438
Xilinx, Inc.(b)....................... 1,500 47,625
----------
392,525
</TABLE>

See notes to the financial statements.
<PAGE> 111

T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES

SCHEDULE OF INVESTMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
FINANCIAL SERVICES -- 5.97%
Federal Home Loan Mortgage Corp....... 2,700 $ 230,175
Federal National Mortgage
Association......................... 7,000 223,125
JP Morgan & Co., Inc.................. 1,000 83,000
----------
536,300
FOOD SERVICE -- 0.53%
McDonald's Corp....................... 1,000 48,000
HEALTH PRODUCTS & CARE -- 4.85%
Johnson & Johnson..................... 2,400 221,400
Pfizer, Inc........................... 1,800 120,600
Warner-Lambert Co..................... 900 92,925
----------
434,925
HOUSEHOLD FURNITURE & APPLIANCES --
0.48%
Newell Company........................ 1,600 42,800
INDUSTRIAL MACHINERY -- 0.55%
Corning, Inc.......................... 1,400 49,000
INSURANCE -- 6.04%
Ace Limited........................... 1,000 44,625
American International Group.......... 1,200 112,350
Partner Re Holdings Limited(a)........ 3,500 104,125
UNUM Corp............................. 2,100 124,950
Zurich Reinsurance(b)................. 4,800 156,600
----------
542,650
MEDICAL SERVICES & SUPPLIES -- 3.35%
Columbia/HCA Health Corp.............. 2,100 121,275
Genentech, Inc.(b).................... 2,000 105,250
St. Jude Medical, Inc.(b)............. 2,000 74,624
----------
301,149
METALS & MINING -- 1.20%
Ashanti Goldfields Co. Limited
(144a).............................. 700 16,975
Barrick Gold Corp..................... 2,600 78,975
Pohang Iron & Steel Co. ADR........... 500 12,125
----------
108,075
OIL & GAS -- 1.79%
Royal Dutch Petroleum Co. ADR......... 300 42,373
Schlumberger Limited.................. 1,500 118,688
----------
161,061
PACKAGED FOOD -- 1.87%
HJ Heinz Co........................... 2,400 79,500
Sara Lee Corp......................... 2,700 88,088
----------
167,588

<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
------------- ----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
PRINTING & PUBLISHING -- 1.31%
Reuters Holdings PLC ADR.............. 1,800 $ 117,225
RETAIL -- 5.43%
Circuit City Stores, Inc.............. 1,900 56,762
General Nutrition Companies,
Inc.(b)............................. 2,700 67,500
Harcourt General, Inc................. 2,400 108,900
Hasbro, Inc........................... 1,800 66,600
Home Depot, Inc....................... 1,700 81,388
Revco D.S., Inc.(b)................... 2,700 74,250
Toys R Us, Inc.(b).................... 1,200 32,400
----------
487,800
TELECOMMUNICATIONS -- 6.15%
Alltel Corp........................... 3,600 111,600
DSC Communications Corp.(b)........... 2,100 56,700
Ericsson LM Telephone Co. ADR......... 4,600 98,325
Grupo Iusacell S.A. ADR(b)............ 1,900 20,663
Telecomunicacoes Brasileiras Telebras
SA ADR.............................. 1,400 69,650
Vodafone Group PLC ADR................ 5,200 195,000
----------
551,938
----------
Total United States................. 6,809,100
----------
Total Common Stocks
(cost $7,631,999)............... 8,242,607
----------
SHORT-TERM INVESTMENTS -- 8.19%
- -------------------------------
U.S. GOVERNMENT AGENCIES -- 1.22%
Federal National Mortgage Association
5.18%, 04/04/1996................... $ 110,000 109,953
U.S. TREASURY BILLS -- 3.08%
U.S. Treasury Bill
5.105%, 04/25/1996.................. 277,000 276,057
COMMERCIAL PAPER -- 3.89%
Preferred Receivables, 5.47%,
04/10/1996.......................... 155,000 154,788
Hewlett-Packard, 5.32%, 04/26/1996.... 195,000 194,280
----------
Total Commercial Paper.............. 349,068
----------
Total Short Term Investments
(cost $735,078)................. 735,078
----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $8,367,077)..................... $8,977,685
=========
</TABLE>

- -------------------------
(a) Security not registered under the Securities Act of 1933. Issuer will bear
all registration costs if the issuer chooses to register the security under
the Securities Act of 1933. Total value of unregistered securities in the
Series as a percentage of net assets is 1.19%.
(b) Non-income producing.

See notes to the financial statements.
<PAGE> 112

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS -- 100%
- ---------------------
ARGENTINA -- 0.17%
- ----------------
ENERGY -- 0.14%
Naviera Perez Compano -- Class B........ 4,452 $ 25,206
Sociedad Comercial Del Plata............ 2,790 7,536
-----------
32,742
TELECOMMUNICATIONS -- 0.03%
Telecom Argentina STET.................. 1,630 6,816
-----------
Total Argentina....................... 39,558
AUSTRALIA -- 1.90%
- ----------------
BASIC INDUSTRY -- 0.81%
Amcor Limited........................... 3,000 19,525
Broken Hill Proprietary Co.............. 4,043 57,623
Lend Lease Corp......................... 1,365 19,775
Smith (Howard) Limited.................. 5,000 27,340
Tab Corp. Holdings Limited.............. 8,000 32,479
Western Mining Corp. Holdings Limited... 4,000 26,471
-----------
183,213
CONSUMER PRODUCTS -- 0.45%
Coca-Cola Amatil........................ 2,771 27,919
News Corp............................... 6,015 35,242
Publishing & Broadcasting Limited....... 5,000 21,903
Sydney Harbour Casino(a)................ 12,000 18,023
-----------
103,087
FINANCIAL COMPANIES -- 0.24%
National Australia Bank................. 2,000 17,835
Westpac Banking Corp.................... 8,000 37,673
-----------
55,508
ENERGY -- 0.32%
Australia Gas Light Co.................. 9,000 38,017
Woodside Petroleum Limited.............. 6,000 33,605
-----------
71,622
TRANSPORTATION & STORAGE -- 0.08%
TNT Limited............................. 11,000 13,596
TNT Limited 8% Convertible Preferred.... 3,000 4,248
-----------
17,844
-----------
Total Australia...................... 431,274
AUSTRIA -- 0.13%
- --------------
ENERGY -- 0.04%
EVN-Energie Versorgung Niedr............ 60 8,178
FINANCIAL COMPANIES -- 0.04%
Creditanstalt Bankverein................ 140 8,307
TRANSPORTATION & STORAGE -- 0.05%
Flughafen Wien AG....................... 190 12,993
-----------
Total Austria........................ 29,478
BELGIUM -- 1.10%
- ---------------
BASIC INDUSTRY -- 0.29%
UCB..................................... 39 64,272
FINANCIAL COMPANIES -- 0.81%
Generale Banque......................... 180 63,926
Kredietbank............................. 440 120,224
-----------
184,150
-----------
Total Belgium......................... 248,422

<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
BELGIUM (CONTINUED)
- -------------------
CANADA -- 0.40%
- --------------
BASIC INDUSTRY -- 0.32%
Alcan Aluminium......................... 1,850 $ 59,745
Macmillan Bloedel....................... 1,020 13,008
-----------
72,753
FINANCIAL COMPANIES -- 0.08%
Royal Bank of Canada.................... 740 17,313
-----------
Total Canada.......................... 90,066
DENMARK -- 0.25%
- ----------------
FINANCIAL COMPANIES -- 0.20%
Den Danske Bank AB...................... 390 24,706
Unidanmark.............................. 480 21,732
-----------
46,438
TELECOMMUNICATIONS -- 0.05%
Teledanmark -- Class B.................. 200 10,424
-----------
Total Denmark......................... 56,862
FINLAND -- 0.13%
- --------------
CAPITAL GOODS -- 0.13%
Nokia (AB) OY........................... 880 30,480
FRANCE -- 7.99%
- --------------
BASIC INDUSTRY -- 1.00%
GTM Entrepose........................... 300 20,675
Lapeyre................................. 700 39,275
Poliet.................................. 650 68,421
Saint-Gobain............................ 750 97,418
-----------
225,789
CAPITAL GOODS -- 0.55%
Chargeurs............................... 190 48,642
Legrand................................. 122 22,898
Promodes................................ 80 20,894
Rexel................................... 150 33,069
-----------
125,503
CONSUMER PRODUCTS -- 4.30%
Accor................................... 355 53,514
Canal Plus.............................. 100 23,396
Carrefour Super Marche.................. 270 197,768
Castorama Dubois Investissment.......... 212 38,737
Ecco Ste................................ 370 85,317
Guilbert SA............................. 181 26,134
Hermes International.................... 30 7,978
L'Oreal................................. 100 31,341
LVMH Moet-Hennessy Louis Vuitton........ 660 167,523
Pinault Printemps Redoute............... 490 135,273
Sanofi.................................. 368 26,750
</TABLE>

See notes to the financial statements.
<PAGE> 113

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
FRANCE (CONTINUED)
- ------------------
CONSUMER PRODUCTS (CONTINUED)
Sodexho................................. 130 $ 49,857
Television Francais..................... 1,270 129,901
-----------
973,489
ENERGY -- 0.77%
Elf Aquitaine........................... 1,000 67,825
Primagaz (Cie Des Gaz Petrole).......... 325 32,790
Primagaz (Cie Des Gaz Petrole)
Warrants.............................. 15 244
Total -- Class B........................ 1,100 74,280
-----------
175,139
FINANCIAL COMPANIES -- 0.32%
Assurances Generales De France.......... 766 21,299
Credit Local De France.................. 404 31,646
Societe Generale........................ 180 20,020
-----------
72,965
UTILITIES -- 1.05%
Eaux (Cie Generale Des)................. 2,340 239,345
-----------
Total France.......................... 1,812,230
GERMANY -- 4.35%
- ----------------
BASIC INDUSTRY -- 1.91%
Bayer AG................................ 450 153,287
Bilfinger & Berger Bauag................ 90 35,327
Hoechst AG.............................. 89 31,528
Shering AG.............................. 522 41,333
Siemens AG.............................. 78 42,927
Veba AG................................. 2,635 128,060
-----------
432,462
CAPITAL GOODS -- 0.42%
Buderus AG.............................. 58 21,922
Krones AG............................... 70 28,496
Mannesmann AG........................... 128 46,645
-----------
97,063
CONSUMER PRODUCTS -- 1.15%
Altana.................................. 21 13,513
Fielmann AG............................. 336 15,977
Gehe AG(a).............................. 243 139,906
Gehe AG Rights(a)....................... 60 33,813
Hornbach Baumarkt AG.................... 200 6,719
Hornbach Holdings....................... 400 22,894
Praktiker Bau-und Heimwerkemaekte(a).... 309 7,325
Volkswagen AG........................... 60 21,032
-----------
261,179
FINANCIAL COMPANIES -- 0.87%
Allianz AG Holdings..................... 74 137,489
Deutsche Bank AG........................ 1,200 60,417
-----------
197,906
-----------
Total Germany......................... 988,610
HONG KONG -- 4.49%
- ------------------
CHEMICALS -- 0.28%
Shanghai Petrochemical Co. Limited...... 122,000 37,864
Yizheng Chemical Fiber Co. Limited...... 102,000 26,380
-----------
64,244

<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
FINANCE COMPANIES -- 4.21%
Dao Heng Bank Group Limited............. 16,000 $ 66,210
First Pacific Co........................ 88,461 123,546
Guangdon Investments Limited............ 74,000 47,608
Guangzhou Investments................... 250,000 65,466
Guoco Group............................. 18,000 98,461
Hopewell Holdings....................... 179,000 104,164
Hutchison Whampoa....................... 19,000 119,410
New World International................. 24,000 112,350
Swire Pacific Co........................ 12,000 105,910
Wharf Holdings.......................... 30,000 112,117
-----------
955,242
-----------
Total Hong Kong....................... 1,019,486
ITALY -- 1.94%
- --------------
BASIC INDUSTRY -- 0.27%
Danieli & Co. Di Risp................... 2,000 7,899
Ente Nazionale Idrocarburi SpA (ENI).... 6,000 21,768
Finanziaria Autogrill Spa(a)............ 3,031 3,282
Sasib................................... 2,106 8,050
Sasib Di Risp........................... 6,000 11,925
Unicem (Union-CEM-March Emil)........... 1,400 8,829
-----------
61,753
CONSUMER PRODUCTS -- 0.10%
Rinascente (La)......................... 3,000 19,350
SME (Meridionale De Finanziaria)........ 3,031 3,313
-----------
22,663
FINANCIAL COMPANIES -- 0.68%
Assicurazioni Generali Spa.............. 4,000 89,312
Banca Fideuram.......................... 25,440 37,436
IMI Spa................................. 1,000 6,842
Istituto National Assicurazioni......... 8,000 10,906
RAS..................................... 1,100 10,721
-----------
155,217
UTILITIES -- 0.10%
Italgas (Societa Italiana II Gas) Spa... 8,000 23,188
TELECOMMUNICATIONS -- 0.79%
STET.................................... 20,000 55,486
STET Di Risp............................ 10,000 19,876
Telecom Italia Di Risp.................. 10,797 11,885
Telecom Italia Mobile................... 33,601 61,004
Telecom Italia Spa...................... 18,979 30,044
-----------
178,295
-----------
Total Italy........................... 441,116
JAPAN -- 25.01%
- ---------------
BASIC INDUSTRY -- 5.79%
Daiwa House Industry Co................. 9,000 141,573
Inax.................................... 4,000 38,577
Ishihara Sangyo Kaisha.................. 4,000 14,307
Kumagai Gumi............................ 8,000 33,109
</TABLE>

See notes to the financial statements.
<PAGE> 114

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
JAPAN (CONTINUED)
- -----------------
BASIC INDUSTRY (CONTINUED)
Kuraray Co. Limited..................... 8,000 $ 86,142
Mitsubishi Paper Mills Limited.......... 6,000 35,674
National House Industry................. 2,000 34,083
Nippon Hodo............................. 2,000 33,708
Nippon Steel Corp....................... 41,000 141,273
Sangetsu Co. Limited.................... 1,000 24,157
Sekisui Chemical Co. Limited............ 9,000 117,978
Sekisui House........................... 7,000 87,828
Shinetsu Chemical Co. Limited........... 5,250 101,264
Sumitomo Elecric Industries Limited..... 12,000 161,798
Sumitomo Forestry Co. Limited........... 4,000 61,423
Teijin.................................. 17,000 93,914
Tokyo Steel Manufacturing............... 4,000 72,659
Yurtec Corp............................. 2,000 34,644
-----------
1,314,111
CAPITAL GOODS -- 9.13%
Advantest............................... 1,100 49,644
Alps Electric Co........................ 4,000 43,446
Amada Co. Limited....................... 8,000 84,644
Canon, Inc.............................. 9,000 171,910
Citizen Watch Co........................ 5,000 41,058
DDI Corp................................ 11 83,942
Dai Nippon Screen Manufacturing......... 7,000 66,198
Daifuku Co. Limited..................... 2,000 30,150
Fanuc Co. Limited....................... 2,000 81,273
Hitachi Limited......................... 12,000 116,854
Hitachi Zosen Corp...................... 12,000 64,719
Kokuyo Co............................... 4,000 109,363
Komatsu Limited......................... 10,000 89,232
Komori Corp............................. 3,000 76,404
Kyocera Corp............................ 3,000 203,933
Makita Corp............................. 6,000 90,449
Mitsubishi Heavy Industries Limited..... 24,000 207,641
Murata Manufacturing Co. Limited........ 3,000 103,371
NEC Corp................................ 17,000 197,378
Nippon Telephone & Telegraph Corp....... 11 80,543
SEGA Enterprises........................ 1,000 45,318
Tokyo Electron Limited.................. 1,000 34,176
-----------
2,071,646
CONSUMER PRODUCTS -- 6.78%
Daiichi Pharmaceutical.................. 7,000 110,112
Honda Motor Co.......................... 3,000 65,449
Ito-Yokado Co........................... 2,000 118,914
Marui Co. Limited....................... 6,000 130,899
Matsushita Electric Industrial Co....... 8,000 130,337
Mitsubishi Corp......................... 5,000 65,543
Pioneer Electronic Corp................. 5,000 102,996
Sankyo.................................. 6,000 137,641
Seven Eleven Japan Co. Limited.......... 1,100 70,965
Sharp Corp.............................. 9,000 144,101
Sony Corp............................... 2,000 119,663
Sumitomo Corp........................... 14,000 148,127
TDK Corp................................ 2,000 103,184
Toppan Printing......................... 7,000 91,105
-----------
1,539,036

<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
JAPAN (CONTINUED)
- -----------------
ENERGY -- 0.15%
Mitsui Petrochemical Industries......... 4,000 $ 32,996
FINANCIAL COMPANIES -- 1.81%
Mitsui Fudosan.......................... 14,000 182,210
Nomura Securities Co. Limited........... 8,000 176,030
Tokio Marine & Fire Insurance Co........ 4,000 52,060
-----------
410,300
TRANSPORTATION & STORAGE -- 1.35%
East Japan Railway...................... 24 123,596
Nippondenso Co.......................... 9,000 182,022
-----------
305,618
-----------
Total Japan........................... 5,673,707
MALAYSIA -- 3.32%
- -----------------
BASIC INDUSTRY -- 1.21%
Berjaya Sports Toto Berhad.............. 19,000 57,109
Tajong.................................. 9,000 33,459
Technology Resources Industries......... 51,000 183,548
-----------
274,116
CAPITAL GOODS -- 0.84%
Renong Berhad........................... 45,000 73,324
Renong Berhad Rights(a)................. 8,200 0
Renong Berhad Warrants(a)............... 5,125 0
United Engineers (Malaysia) Berhad...... 17,000 117,659
-----------
190,983
FINANCIAL COMPANIES -- 1.27%
Affin Holdings Berhad................... 55,000 123,987
Affin Holdings Berhad Warrants(a)....... 11,000 10,354
Commerce Asset-Holdings Berhad
Warrants(a)........................... 9,000 28,653
MBF Capital Berhad...................... 32,000 42,270
Multi-Purpose Holding................... 52,000 84,319
-----------
289,583
-----------
Total Malaysia........................ 754,682
MEXICO -- 0.92%
- --------------
BASIC INDUSTRY -- 0.36%
Cemex SA................................ 12,063 42,954
Cemex SA -- Class B..................... 4,950 18,972
Grupo Embotellador De Mexico............ 13,433 19,240
-----------
81,166
CONSUMER PRODUCTS -- 0.35%
Fomento Ecomomico Ser B................. 8,359 23,612
Grupo Industrial Maseca SA De Cv --
Class B............................... 20,800 17,489
Grupo Modelo SA -- Class C.............. 1,784 8,245
Kimberly-Clark Mexicano -- Class A...... 1,532 29,256
-----------
78,602
FINANCIAL COMPANIES -- 0.21%
Gruma SA De Cv.......................... 6,890 24,397
</TABLE>

See notes to the financial statements.
<PAGE> 115

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
MEXICO (CONTINUED)
- ------------------
FINANCIAL COMPANIES (CONTINUED)
Grupo Financiero Banamex -- Class A..... 11,288 $ 24,101
Grupo Financiero Banamex -- Class L..... 124 237
-----------
48,735
-----------
Total Mexico.......................... 208,503
NETHERLANDS -- 10.22%
- --------------------
BASIC INDUSTRY -- 0.12%
Akzo Nobel NV........................... 238 26,457
CONSUMER PRODUCTS -- 6.81%
Ahold (Kon) NV.......................... 1,170 56,429
CSM NV.................................. 2,500 119,818
Elsevier NV............................. 26,474 405,321
Hagemeyer............................... 530 36,146
Koninklijka Ahold NV.................... 957 37,643
Nutricia (Verenigde Bedrijven).......... 380 38,057
Polygram NV............................. 2,637 159,576
Unilever NV............................. 890 121,342
Wolters Kluwer.......................... 5,204 572,519
-----------
1,546,851
ENERGY -- 1.70%
Royal Dutch Petroleum Co................ 2,720 385,162
FINANCIAL COMPANIES -- 1.59%
ABN AMRO Holdings NV.................... 1,888 93,914
Fortis AMEV NV.......................... 1,080 76,139
Internationale Nederlanden Groep........ 2,620 190,257
-----------
360,310
-----------
Total Netherlands..................... 2,318,780
NEW ZEALAND -- 0.68%
- -------------------
BASIC INDUSTRY -- 0.34%
Carter Holt Harvey...................... 11,000 24,274
Fernz Corp.............................. 5,000 15,836
Fletcher Challenge Building(a).......... 1,750 4,303
Fletcher Challenge Energy............... 1,750 3,266
Fletcher Challenge Forest Division...... 15,993 21,350
Fletcher Challenge Paper(a)............. 3,500 7,485
-----------
76,514
TELECOMMUNICATIONS -- 0.24%
New Zealand Telecom..................... 12,000 53,943
TRANSPORTATION & STORAGE -- 0.10%
Air New Zealand -- Class B.............. 7,000 23,123
-----------
Total New Zealand..................... 153,580
NORWAY -- 1.42%
- --------------
CAPITAL GOODS -- 0.57%
Kvaerner Industrier..................... 360 12,939
Orkla AS................................ 2,540 116,840
-----------
129,779
ENERGY -- 0.80%
Norsk Hydro............................. 3,960 172,280
Saga Petroleum -- Class B............... 710 8,303
-----------
180,583

<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
NORWAY (CONTINUED)
- ------------------
TRANSPORTATION & STORAGE -- 0.05%
Bergesen D-Y AS......................... 650 $ 11,301
-----------
Total Norway.......................... 321,663
PORTUGAL -- 0.45%
- ----------------
CONSUMER PRODUCTS -- 0.45%
Jeronimo Martins SGPS................... 1,370 102,456
SINGAPORE -- 2.69%
- ----------------
CAPITAL GOODS -- 0.34%
Far East-Levingston Shipbuilding........ 5,000 27,886
Jurong Shipyard......................... 4,000 23,730
Sembawang Corp.......................... 5,000 25,044
-----------
76,660
CONSUMER PRODUCTS -- 0.33%
Fraser & Neave Limited.................. 2,400 27,112
Singapore Press Holdings................ 2,400 47,915
-----------
75,027
FINANCIAL COMPANIES -- 1.79%
DBS Land................................ 13,000 49,876
Development Bank of Singapore........... 3,000 36,874
Overseas Union Bank..................... 13,000 92,362
Singapore Land.......................... 12,000 87,815
United Industrial Corp.................. 22,000 23,602
United Overseas Bank.................... 10,000 100,888
United Overseas Bank Warrants........... 3,000 12,682
-----------
404,099
TRANSPORTATION & STORAGE -- 0.23%
Keppel Corp............................. 3,000 27,282
Neptune Orient Lines.................... 13,000 14,778
Singapore Airlines...................... 1,000 10,373
-----------
52,433
-----------
Total Singapore....................... 608,219
SPAIN -- 2.54%
- -------------
BASIC INDUSTRY -- 0.06%
Fomento de Construcciones y Contratas
SA.................................... 144 12,878
CONSUMER PRODUCTS -- 0.11%
Centros Comerciales Pryca............... 1,144 25,992
ENERGY -- 0.47%
Repsol.................................. 2,812 106,028
FINANCIAL COMPANIES -- 0.73%
Corp. Bancaria de Espana................ 845 35,742
Banco De Santander SA................... 1,424 67,804
Banco Popular Espanol................... 354 61,149
-----------
164,695
UTILITIES -- 1.17%
Empresa Nacional De Elec (Endesa)....... 2,380 136,334
Gas Natural Sdg SA...................... 428 74,000
Iberdrola I SA.......................... 6,068 55,977
-----------
266,311
-----------
Total Spain........................... 575,904
</TABLE>

See notes to the financial statements.
<PAGE> 116

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
SWEDEN -- 2.61%
- --------------
BASIC INDUSTRY -- 0.11%
Stora Kopparbergs Bergsl AB............. 1,950 $ 24,945
CAPITAL GOODS -- 0.83%
ASEA AB................................. 480 49,697
Atlas Copco AB -- Class B............... 2,720 48,632
Sandvik AB -- Class A................... 560 11,730
Sandvik AB -- Class B................... 3,360 70,380
Scribona AB............................. 750 7,574
-----------
188,013
CONSUMER PRODUCTS -- 1.67%
Astra AB................................ 5,160 237,012
Electrolux Co. -- Class B............... 1,610 78,528
Esselte -- Class B...................... 560 9,803
Hennes & Mauritz AB -- Class B.......... 740 52,591
-----------
377,934
-----------
Total Sweden.......................... 590,892
SWITZERLAND -- 4.51%
- -------------------
BASIC INDUSTRY -- 0.49%
Ciba Geigy AG........................... 89 111,325
CAPITAL GOODS -- 0.73%
BBC AG Brown, Boveri and Cie............ 137 166,531
CONSUMER PRODUCTS -- 2.66%
Nestle SA............................... 190 214,197
Roche Holdings AG....................... 30 248,992
Sandoz AG............................... 120 140,625
-----------
603,814
FINANCIAL COMPANIES -- 0.63%
CS Holdings............................. 500 45,888
SBC Swiss Bank Corp..................... 200 73,421
Schweizerischer Bankverein.............. 21 23,286
-----------
142,595
-----------
Total Switzerland..................... 1,024,265
THAILAND -- 0.89%
- ----------------
BASIC INDUSTRY -- 0.07%
Siam Cement Public Co................... 300 15,458
CAPITAL GOODS -- 0.11%
Advanced Information Service PLC........ 1,300 24,526
FINANCIAL COMPANIES -- 0.71%
Bangkok Bank............................ 4,000 53,904
Bank of Ayudhya......................... 3,500 22,889
Land & House Public Co.................. 700 11,542
Siam Commercial Bank Public Co.......... 2,800 43,060
Thai Farmers Bank Public................ 2,600 30,503
-----------
161,898
-----------
Total Thailand........................ 201,882
UNITED KINGDOM -- 15.39%
- -----------------------
BASIC INDUSTRY -- 1.11%
Caradon................................. 23,000 71,799
Electrocomponents PLC................... 4,000 21,676

<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED KINGDOM (CONTINUED)
- --------------------------
BASIC INDUSTRY (CONTINUED)
Heywood Williams Grp.................... 3,000 $ 10,602
Laing (John)............................ 7,000 32,164
RTZ Corp................................ 8,000 115,892
-----------
252,133
CAPITAL GOODS -- 0.73%
Rolls-Royce............................. 7,000 23,027
Tomkins................................. 37,000 142,896
-----------
165,923
CONSUMER GOODS -- 8.90%
ASDA Group.............................. 49,000 79,474
Argos................................... 11,000 114,687
Argyll Group............................ 15,000 70,296
Cadbury Schweppes....................... 14,000 107,069
Coats Viyella........................... 9,000 28,439
Compass Group........................... 7,000 56,420
GKN PLC................................. 2,000 29,034
Glaxo Wellcome.......................... 11,000 137,859
Grand Metropolitan...................... 20,000 128,837
Guiness................................. 17,000 123,525
Hillsdown Holdings...................... 8,000 22,531
Kingfisher.............................. 16,000 138,973
Ladbroke Group.......................... 13,000 38,598
Rank Organisation....................... 14,000 103,543
Reed International...................... 16,000 270,497
Sears Holdings.......................... 8,000 12,151
Smith (David S)......................... 12,000 56,969
SmithKline Beecham...................... 27,000 271,612
T&N PLC................................. 17,000 44,765
Tesco PLC............................... 13,000 52,886
United News & Media..................... 14,000 131,860
-----------
2,020,025
ENERGY -- 1.23%
British Gas............................. 11,000 38,369
British Petroleum....................... 7,000 61,282
Shell Transport and Trading Co.......... 13,500 178,258
-----------
277,909
FINANCIAL COMPANIES -- 1.97%
Abbey National.......................... 18,000 154,834
National Westminster Bank............... 30,000 291,029
-----------
445,863
TRANSPORTATION & STORAGE -- 0.11%
British Airport Authority PLC........... 3,000 24,500
UTILITIES -- 1.34%
Cable & Wireless........................ 18,000 146,041
East Midland Electricity................ 5,000 45,681
London Electricity...................... 6,857 77,719
National Grid Group PLC................. 11,813 35,119
-----------
304,560
-----------
Total United Kingdom.................. 3,490,913
</TABLE>

See notes to the financial statements.
<PAGE> 117

<CAPTION>
MARKET
SHARES VALUE
------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
MACHINERY -- 0.17%
Centrais Electricas ADR................. 3,000 $ 38,883
METALS & MINING -- 0.42%
Pohang Iron & Steel Co. ADR............. 500 12,125
Uniao Sid Minas Gerais ADR.............. 7,820 83,127
-----------
95,252
OIL & GAS -- 0.37%
Enron Global Power & Pipeline
Partnership........................... 260 6,695
Chilectra SA ADR........................ 390 19,258
Repsol SA ADR........................... 130 4,859
Sociedad Comercial Del Plata ADR
(144a)................................ 500 13,000
Transportadora De Gas Del Sur ADR....... 600 7,200
YPF Sociedad Anonima ADR................ 1,660 33,407
-----------
84,419
REAL ESTATE -- 0.76%
Hong Kong Land Holdings ADR............. 71,343 171,223
RETAIL -- 0.33%
Cifra SA ADR............................ 59,583 75,075
TELECOMMUNICATIONS -- 1.69%
Compania De Telecomunicaciones Chile
ADR................................... 230 19,492
Telecom Argentina STET ADR.............. 180 7,470
Telecomunicacoes Brasileiras Telebras SA
ADR................................... 4,148 206,363
Telefonos De Mexico SA ADR.............. 2,495 82,023
Telefonos De Argentina SA ADR........... 1,930 49,456
Total Access Communications............. 2,000 17,600
-----------
382,404
-----------
Total United States................... 1,473,858
-----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $20,232,891)...................... $22,686,886
===========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 118

T. ROWE PRICE/JNL MID-CAP GROWTH SERIES
SCHEDULE OF INVESTMENTS
MARCH 31, 1996
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
--------- -----------
<S> <C> <C>
COMMON STOCKS -- 87.83%
- -----------------------
SOUTH AFRICA -- 0.79%
- ---------------------
MINING -- 0.79%
Rustenburg Platinum Holdings........... 5,000 $ 87,978
UNITED STATES -- 87.04%
- -----------------------
AEROSPACE & AIRCRAFT -- 1.81%
OEA, Inc............................... 5,500 200,750
AUTOMOBILE & PARTS -- 1.35%
AutoZone, Inc(a)....................... 2,000 67,750
Exide Corp............................. 3,500 81,812
-----------
149,562
APPAREL -- 1.24%
Tommy Hilfiger Corp.(a)................ 3,000 137,625
BANKS -- 0.94%
Marshall & Ilsley Corp................. 4,000 104,500
BROADCAST & COMMUNICATIONS -- 3.21%
Catalina Marketing Corp.(a)............ 2,200 171,875
Comcast Corp. -- Class A............... 3,000 53,061
Cox Communications -- Class A(a)....... 6,000 131,250
-----------
356,186
BUSINESS SERVICES -- 3.71%
CUC International, Inc.(a)............. 2,750 80,437
Olsten Corp............................ 6,800 219,300
Oxford Resource Corp. -- Class A(a).... 4,000 112,000
-----------
411,737
CHEMICALS -- 3.64%
Airgas, Inc.(a)........................ 2,800 111,300
Eckerd Corp.(a)........................ 3,000 144,375
Great Lakes Chemical Corp.............. 1,000 67,375
Guidant Corp........................... 1,500 81,188
-----------
404,238
COMMERCIAL SERVICES -- 1.51%
Alliance Entertainment Corp.(a)........ 9,000 84,375
Career Horizons, Inc.(a)............... 2,800 83,300
-----------
167,675
COMPUTERS & SOFTWARE -- 10.00%
Adobe Systems, Inc..................... 1,700 54,825
America Online, Inc.(a)................ 1,000 56,000
BDM International, Inc.(a)............. 3,300 126,225
BMC Software, Inc.(a).................. 1,200 65,700
Broderbund Software, Inc.(a)........... 1,500 56,625
Ceridian Corp.(a)...................... 2,700 116,100
Electronic Arts, Inc.(a)............... 2,000 53,000
Intuit, Inc.(a)........................ 1,700 76,500
National Data Corp..................... 7,000 238,875
Platinum Technology, Inc.(a)........... 2,000 30,250
Shiva Corp.(a)......................... 500 45,375
SunGard Data Systems, Inc.(a).......... 4,000 137,000
Synopsys, Inc.(a)...................... 1,700 54,400
-----------
1,110,875

<CAPTION>
MARKET
SHARES VALUE
--------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
DRUGS -- 3.96%
Biogen, Inc.(a)........................ 2,500 $ 148,750
Cardinal Health, Inc................... 3,500 224,875
Medeva PLC Sponsored ADS............... 4,500 66,375
-----------
440,000
DURABLE GOODS -- 3.17%
Alco Standard Corp..................... 3,200 166,800
Danaher Corp........................... 5,000 185,000
-----------
351,800
ELECTRONICS -- 5.47%
ADT Limited(a)......................... 17,000 299,625
Altera Corp.(a)........................ 700 39,113
Maxim Integrated Products, Inc.(a)..... 1,600 49,600
Teleflex, Inc.......................... 4,000 180,500
Xilinx, Inc.(a)........................ 1,200 38,100
-----------
606,938
FINANCE COMPANIES -- 2.86%
First USA Paymentech, Inc.(a).......... 200 7,050
Franklin Resources, Inc................ 3,000 171,000
The Money Store, Inc................... 5,000 139,375
-----------
317,425
HEALTH PRODUCTS & CARE -- 7.48%
Apria Healthcare Group, Inc.(a)........ 6,500 206,375
PacifiCare Health Systems -- Class
B(a)................................. 1,500 127,875
Quorum Health Group, Inc.(a)........... 9,000 211,500
St. Jude Medical, Inc.(a).............. 5,000 186,560
Sybron International Corp.(a).......... 4,000 98,000
-----------
830,310
HOTEL & MOTEL -- 1.99%
Hospitality Franchise Systems,
Inc.(a).............................. 2,500 121,562
La Quinta Inns, Inc.................... 3,400 99,875
-----------
221,437
INDUSTRIAL MACHINERY -- 0.83%
Albany International Corp. -- Class
A.................................... 1,000 20,000
MSC Industrial Direct Corp.(a)......... 2,500 72,187
-----------
92,187
INSURANCE -- 6.04%
Ace Limited............................ 5,000 223,125
Partner Re Limited..................... 7,000 208,250
PMI Group, Inc......................... 2,500 109,062
Zurich Reinsurance..................... 4,000 130,500
-----------
670,937
</TABLE>

See notes to the financial statements.
<PAGE> 119

T. ROWE PRICE/JNL MID-CAP GROWTH SERIES
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
--------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
MINING -- 1.73%
Freeport-McMoRan Copper & Gold, Inc. --
Class B.............................. 1,500 $ 47,438
Pegasus Gold, Inc.(a).................. 5,000 73,125
TVX Gold, Inc.(a)...................... 8,000 72,000
-----------
192,563
OIL & GAS -- 5.91%
Camco International, Inc............... 4,000 126,000
Cooper Cameron Corp.(a)................ 3,000 126,000
Halliburton Co......................... 1,500 85,313
Republic Industries, Inc.(a)........... 3,100 97,263
Smith International, Inc.(a)........... 6,000 151,500
Weatherford Enterra, Inc.(a)........... 2,000 69,750
-----------
655,826
RETAIL -- 10.00%
Circuit City Stores, Inc............... 6,000 179,250
Circle K Corp.(a)...................... 3,500 107,187
Corporate Express(a)................... 3,000 99,000
General Nutrition Companies, Inc.(a)... 5,000 125,000
Kohls Corp.(a)......................... 2,500 158,438
Petsmart, Inc.(a)...................... 2,500 90,625
Price/Costco, Inc.(a).................. 7,000 131,250
Revco DS, Inc.(a)...................... 8,000 220,000
-----------
1,110,750
STEEL -- 1.98%
Trimas Corp............................ 10,000 220,000
TELECOMMUNICATIONS -- 5.33%
Advo, Inc.............................. 5,000 48,750
Ascend Communications, Inc.(a)......... 1,000 53,875
Paging Network, Inc.(a)................ 3,000 75,000
Telephone & Data Systems, Inc.......... 4,000 185,000
US Cellular Corp.(a)................... 2,000 69,000
Vanguard Cellular Systems, Inc. --
Class A(a)........................... 8,000 160,000
-----------
591,625

<CAPTION>
SHARES OR
PRINCIPAL MARKET
AMOUNT VALUE
--------- -----------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
- -------------------------
UNITED STATES (CONTINUED)
- -------------------------
WASTE DISPOSAL -- 2.88%
Sanifill, Inc.(a)...................... 3,000 $ 115,125
USA Waste Services, Inc.(a)............ 8,000 204,000
-----------
319,125
-----------
Total United States.................. 9,664,071
-----------
Total Common Stocks
(cost $8,349,874)................ 9,752,049
-----------
SHORT-TERM INVESTMENTS -- 12.17%
- --------------------------------
DISCOUNT NOTES -- 1.39%
Federal Farm Credit Bank
5.17%, 04/18/1996.................... $155,000 154,622
U.S. GOVERNMENT AGENCIES -- 1.41%
Federal Home Loan Mortgage Corporation
5.13%, 04/11/1996.................... 82,000 81,883
Federal National Mortgage Association
5.26%, 04/26/1996.................... 75,000 74,726
-----------
156,609
U.S. TREASURY BILLS -- 9.37%
U.S. Treasury Bill
4.99%, 04/11/1996.................... 33,000 32,954
5.11%, 04/18/1996.................... 208,000 207,498
5.17%, 04/18/1996.................... 94,000 93,780
5.20%, 04/18/1996.................... 108,000 107,735
5.105%, 04/25/1996................... 161,000 160,452
5.12%, 04/25/1996.................... 50,000 49,829
5.185%, 04/25/1996................... 315,000 313,911
4.74%, 05/02/1996.................... 25,000 24,898
4.83%, 05/02/1996.................... 50,000 49,792
-----------
1,040,849
-----------
Total Short-Term Investments
(cost $1,352,080).................... 1,352,080
-----------
TOTAL INVESTMENTS -- 100%
- -------------------------
(cost $9,701,954)...................... $11,104,129
===========
</TABLE>

- -------------------------
(a) Non-income producing.

See notes to the financial statements.
<PAGE> 120

JNL SERIES TRUST

PART C
OTHER INFORMATION

Note: Items 24-32 have been answered with respect to all sixteen investment
portfolios (Series) of the Registrant.

Item 24. Financial Statements and Exhibits.

(a) Financial Statements

(i) Financial statements included in Part A of the
Registration Statement: Financial Highlights

(ii) Financial statements included in Part B of the
Registration Statement:

Report of Independent Accountants

Statements of Assets and Liabilities at
March 31, 1996

Statements of Operations for the Period
May 15, 1995 through March 31, 1996

Statements of Changes in Net Assets for the
Period May 15, 1995 through March 31, 1996

Financial Highlights for the Period May 15, 1995
through March 31, 1996

Notes to Financial Statements

Schedules of Investments at March 31, 1996

(b) Exhibits

Exhibit
Number Description
- ------- -----------

1. Agreement and Declaration of Trust of Registrant dated June 1, 1994,
incorporated by reference to Registrant's Post-Effective Amendment No. 5 filed
with the Securities and Exchange Commission on June 28, 1996.

2. By-laws of Registrant, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and Exchange
Commission on June 28, 1996.

3. Not Applicable

4. Not Applicable

<PAGE> 121

5. (a) Amended Investment Advisory and Management Agreement between
Registrant and Jackson National Financial Services, Inc. dated
August 17, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(b) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Fred Alger Management, Inc. dated
August 16, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(c) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Janus Capital Corporation dated
February 28, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(d) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Phoenix Investment Counsel, Inc. dated
February 23, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(e) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and PPM America, Inc. dated February 17,
1995, incorporated by reference to Registrant's Post-Effective
Amendment No. 5 filed with the Securities and Exchange Commission on
June 28, 1996.

(f) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Rowe Price-Fleming International, Inc.
dated February 20, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(g) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Salomon Brothers Asset Management Inc.
dated February 8, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(h) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and T. Rowe Price Associates, Inc. dated
February 20, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

(i) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Salomon Brothers Asset Management
Limited, incorporated by reference to Registrant's Post-Effective
Amendment No. 5 filed with the Securities and Exchange Commission on
June 28, 1996.

<PAGE> 122

(j) Form of Amendment to Amended Investment Advisory and
Management Agreement between Registrant and Jackson National
Financial Services, Inc. dated August 17, 1995, attached hereto

(k) Form of Investment Sub-Advisory Agreement between Jackson
National Financial Services, Inc. and Eagle Asset Management, Inc.
attached hereto

(l) Form of Amendment to Investment Sub-Advisory Agreement
between Jackson National Financial Services, Inc. and Janus Capital
Corporation dated February 28, 1995, attached hereto

6. Amended Fund Participation Agreement between Registrant and Jackson
National Life Insurance Company dated September 19, 1995, incorporated by
reference to Registrant's Post-Effective Amendment No. 5 filed with the
Securities and Exchange Commission on June 28, 1996.

7. Not Applicable

8. Custody Agreement between Registrant and The Northern Trust Company dated
May 12, 1995, incorporated by reference to Registrant's Post-Effective
Amendment No. 5 filed with the Securities and Exchange Commission on June 28,
1996.

9. (a) Transfer Agency Agreement between Registrant and The Northern Trust
Company dated May 12, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and Exchange
Commission on June 28, 1996.

(b) Amendment to Transfer Agency Agreement between Registrant and The
Northern Trust Company dated October 16, 1995, incorporated by reference to
Registrant's Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

10. Opinion of Blazzard, Grodd & Hasenauer, PC, attached hereto

11. Consent of Price Waterhouse LLP, incorporated by reference to Registrant's
Post-Effective Amendment No. 5 filed with the Securities and Exchange
Commission on June 28, 1996.

12. Not Applicable

13. Not Applicable

14. Not Applicable

15. Not Applicable

16. Computation of Performance Quotations, incorporated by reference to
Registrant's Post-Effective Amendment No. 5 filed with the Securities and
Exchange Commission on June 28, 1996.

<PAGE> 123

17. Financial Data Schedule, attached hereto

18. Not applicable

Item 25. Persons controlled by or under Common Control with Registrant.

As of June 21, 1996, Jackson National Life Insurance Company, a
Michigan corporation, through its initial investment of capital
into each Series, owns 47.71% of the outstanding shares of the
Trust.

Item 26. Number of Holders of Securities.

NUMBER OF
HOLDERS AS OF
SERIES JUNE 21, 1996
------ -------------

JNL Aggressive Growth Series 2
JNL Capital Growth Series 2
JNL Global Equities Series 2
JNL/Alger Growth Series 2
JNL/Eagle Core Equity Series 0

JNL/Eagle SmallCap Equity Series 0

JNL/Phoenix Investment Counsel Balanced Series 2
JNL/Phoenix Investment Counsel Growth Series 2
PPM America/JNL High Yield Bond Series 2
PPM America/JNL Money Market Series 2
PPM America/JNL Value Equity Series 2
Salomon Brothers/JNL Global Bond Series 2
Salomon Brothers/JNL U.S. Government & Quality Bond Series 2
T. Rowe Price/JNL Established Growth Series 2
T. Rowe Price/JNL International Equity Investment Series 2
T. Rowe Price/JNL Mid-Cap Growth Series 2

Item 27. Indemnification.

Article VIII of the Registrant's Agreement and Declaration of Trust
provides that each of its Trustees and Officers (including persons
who serve at the Registrant's request as directors, officers or
trustees of another organization in which the Registrant has any
interest as a shareholder, creditor or otherwise) (each, a "Covered
Person") shall be indemnified by the Registrant against all
liabilities and expenses that may be incurred by reason of being or
having been such a Covered Person, except that no Covered Person
shall be indemnified against any liability to the Registrant or its
shareholders to which such Covered Person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.

The foregoing indemnification arrangements are subject to the
provisions of Section 17(h) of the Investment Company Act of 1940.

<PAGE> 124

Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

In addition to the above indemnification, Jackson National Life
Insurance Company extends its indemnification of its own officers,
directors and employees to cover such persons' activities as
officers, trustees or employees of the Registrant, and by separate
agreement Jackson National Life Insurance Company has agreed to
indemnify trustees of the Registrant who are not interested persons
of the Registrant or its investment adviser.

Item 28. Business and Other Connections of Investment Adviser.

Incorporated herein by reference from the Prospectus and Statement
of Additional Information relating to the Trust are the following:
the description of the business of Jackson National Financial
Services, Inc. ("JNFSI") contained in the sections entitled
"Management of the Trust" and "Investment Adviser and Other
Services" and the biographical information pertaining to Messrs.
Jordan, Knutson, Meyer and Fritts, contained in the section
entitled "Trustees and Officers of the Trust" of the Statement of
Additional Information.

Eagle Asset Management, Inc., Fred Alger Management, Inc., Janus
Capital Corporation, Phoenix Investment Counsel, PPM America, Inc.,
Salomon Brothers Asset Management Inc., Salomon Brothers Asset
Management Limited, T. Rowe Price Associates, Inc., and Rowe
Price-Fleming International, Inc., the sub-advisers of certain
series of the Trust, are primarily engaged in the business of
rendering investment advisory services. Reference is made to the
most recent Form ADV and schedules thereto on file with the
Commission for a description of the names and employment of the
directors and officers of the sub-advisers and other required
information:

File No.
---------
Eagle Asset Management, Inc. 801-21343

<PAGE> 125

Fred Alger Management, Inc. 801-06709
Janus Capital Corporation 801-13991
Phoenix Investment Counsel, Inc. 801-5995
PPM America, Inc. 801-40783
Salomon Brothers Asset Management Inc. 801-32046
T. Rowe Price Associates, Inc. 801-856
Rowe Price-Fleming International, Inc. 801-14713
Salomon Brothers Asset Management Limited 801-43335

Item 29. Principal Underwriters.

Not Applicable.

Item 30. Location of Accounts and Records

Accounts, books and other documents required to be maintained
pursuant to Rule 31a-1(b)(4), (5), (6), (7), (9), (10), and (11)
are in the physical possession of the Registrant at 5901 Executive
Drive, Lansing, Michigan 48911; all other books, accounts and
other documents required to be maintained under Section 31(a) of
the Investment Company Act of 1940 and the Rules promulgated
thereunder are in the physical possession of The Northern Trust
Company, Fifty South LaSalle Street, Chicago, Illinois 60675.

Item 31. Management Services.

Not Applicable.

Item 32. Undertakings.

(a) Not Applicable

(b) Registrant hereby undertakes to file an amendment to the
Registration Statement, using unaudited financial statements,
within four to six months of the effective date of this
Post-Effective Amendment.

(c) Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders upon request
and without charge.

<PAGE> 126
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Lansing and the State of Michigan on the 28th
day of June, 1996.

JNL SERIES TRUST

By: /s/ John A. Knutson
John A. Knutson
President, CEO and
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in the
capacities and on the date indicated.

/s/ John A. Knutson President, CEO and June 28, 1996
John A. Knutson Chairman of the Board

/s/ Pete Pheffer Vice President, June 28, 1996
Paul B. Pheffer Treasurer, CFO and Trustee

/s/ Joseph Frauenheim Trustee June 28, 1996
Joseph Frauenheim

/s/ Richard McLellan Trustee June 28, 1996
Richard McLellan

Trustee
--------------------- ----------------
Peter McPherson

<PAGE> 127
EXHIBIT LIST

Exhibit
Number Description
- ------- -----------

5. (j) Form of Amendment to Amended Investment Advisory and
Management Agreement between Registrant and Jackson National
Financial Services, Inc. dated August 17, 1995, attached hereto as
EX-99.B5-imaamend

(k) Form of Investment Sub-Advisory Agreement between Jackson
National Financial Services, Inc. and Eagle Asset Management, Inc.
attached hereto as EX-99.B5-eagle

(l) Form of Amendment to Investment Sub-Advisory Agreement between
Jackson National Financial Services, Inc. and Janus Capital
Corporation dated February 28, 1995, attached hereto as
EX-99.B5-janusamd

10. Opinion of Blazzard, Grodd & Hasenauer, PC, attached hereto as
EX-99.B10-bgh

17. Financial Data Schedule, attached hereto as EX-27.B17-fds

<PAGE> 1
EX-99.B5-imaamend

AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
JACKSON NATIONAL FINANCIAL SERVICES, INC.

This AMENDMENT is dated as of ______, 1996, by and between JNL Series
Trust, a Massachusetts business trust (the "Trust") and Jackson National
Financial Services, Inc., a Delaware corporation (the "Adviser").

WHEREAS, the Trust and the Adviser entered into an Amended Investment
Advisory and Management Agreement dated August 17, 1995, whereby the Trust
retained the Adviser to perform investment advisory and management services for
the Series of the Trust enumerated in the Agreement; and

WHEREAS, the Trust desires to retain the Adviser to perform investment
advisory and management services to two additional Series of the Trust; and

WHEREAS, the Adviser agrees to serve as the investment adviser and
business manager for the two additional Series of the Trust on the terms and
conditions set forth in the Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Trust and the Adviser agree
as follows:

1. The Adviser shall serve as the investment adviser and business manager
for each of the following investment series of the Trust on the terms and
conditions set forth in the Agreement:

JNL/Eagle Growth Series
JNL/Eagle Small Cap Series

2. As compensation for services performed and the facilities and
personnel provided by the Adviser under the Agreement, the Trust will pay to
the Adviser, promptly after the end of each month for the services rendered by
the Adviser during the preceding month, the sum of the following amounts:

[insert fees]

<PAGE> 2

3. The Trust and the Adviser agree to abide and be bound by all of the
terms and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement
to be executed by their duly authorized officers as of the date first above
written.

JNL SERIES TRUST

By:
-----------------------

Name: John A. Knutson
---------------------

Title: President
--------------------

JACKSON NATIONAL FINANCIAL
SERVICES, INC.

By:
-----------------------
Name: Larry C. Jordan
---------------------
Title:Chief Operating
Officer and Treasurer
--------------------

<PAGE> 1
EX-99.B5-eagle

I N V E S T M E N T S U B - A D V I S O R Y A G R E E M E N T

This AGREEMENT was executed on , 1996, by and between
JACKSON NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and
registered investment adviser ("Adviser"), and EAGLE ASSET MANAGEMENT, INC., a
Florida corporation and registered investment adviser ("Sub-Adviser").

WHEREAS, Adviser is the investment manager for the JNL Series Trust (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolios of the Trust
listed on Schedule A hereto ("Fund").

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointments
and agrees to furnish the services herein set forth for the compensation
herein provided.

2. Delivery of Documents. Adviser has or will furnish Sub-Adviser with
copies properly certified or authenticated of each of the following:

a) the Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of The Commonwealth of Massachusetts on June
1, 1994, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Declaration of
Trust");

b) the Trust's By-Laws and amendments thereto;

c) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;

d) the Trust's Notification of Registration on Form N-8A under
the 1940 Act as filed with the Securities and Exchange Commission
(the "SEC") and all amendments thereto;

<PAGE> 2

e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") and under the 1940
Act as filed with the SEC and all amendments thereto insofar as such
Registration Statement and such amendments relate to the Fund; and

f) the Trust's most recent prospectus and Statement of
Additional Information for the Fund (collectively called the
"Prospectus").

Adviser will furnish the Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing.

3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment program
in respect of, and make investment decisions for, all assets of the Fund
and place all orders for the purchase and sale of securities, all on
behalf of the Fund. In the performance of its duties, Sub-Adviser will
satisfy its fiduciary duties to the Fund (as set forth below), and will
monitor the Fund's investments, and will comply with the provisions of
Trust's Declaration of Trust and By-Laws, as amended from time to time,
and the stated investment objectives, policies and restrictions of the
Fund. Sub-Adviser and Adviser will each make its officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other regarding
the investment affairs of the Fund. Sub-Adviser will report to the Board
of Trustees and to Adviser with respect to the implementation of such
program. Sub-Adviser is responsible for compliance with the provisions of
Section 817(h) of the Internal Revenue Code of 1986, as amended,
applicable to the Fund.

The Sub-Adviser further agrees that it:

a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for which it
has investment responsibilities;

b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects and in
addition will conduct its activities under this Agreement in
accordance with any applicable regulations of any governmental
authority pertaining to its investment advisory activities;

c) will place orders pursuant to its investment determinations
for the Funds either directly with the issuer or with any broker or
dealer including an affiliated broker-dealer which is a member of a
national securities exchange as permitted in
accordance with guidelines established by the Board of Trustees.
In placing orders with brokers and dealers, the Sub-Adviser will
attempt to obtain the best combination of prompt execution of
orders in an effective manner and at the most favorable price.
Consistent with this obligation, when the execution and price

2
<PAGE> 3

offered by two or more brokers or dealers are comparable Sub-Adviser
may, in its discretion, purchase and sell portfolio securities to
and from brokers and dealers who provide the Sub-Adviser with
research advice and other services. Subject to such policies as the
Board of Trustees may determine, the Subadviser shall not be deemed
to have acted unlawfully or to have breached any duty created by
this Agreement or otherwise solely by reason of its having caused
the Fund to pay a broker-dealer that provides brokerage and research
service to the Subadviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting
that transaction if the Subadviser determined in good faith that
such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to the Trust and
to other clients of the Subadviser as to which the Subadviser
exercises investment discretion. In no instance will portfolio
securities be purchased from or sold to the Adviser, Sub-Adviser or
any affiliated person of either the Trust, Adviser, or Sub-Adviser,
except as may be permitted under the 1940 Act;

d) will report regularly to Adviser and to the Board of Trustees
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of Trustees
on a regular basis at reasonable times the management of the Fund,
including, without limitation, review of the general investment
strategies of the Fund, the performance of the Fund in relation to
standard industry indices, interest rate considerations and general
conditions affecting the marketplace and will provide various other
reports from time to time as reasonably requested by Adviser;

e) will prepare and maintain such books and records with respect
to the Fund's securities transactions and will furnish Adviser and
Trust's Board of Trustees such periodic and special reports as the
Board or Adviser may request;

f) will act upon instructions from Adviser not inconsistent with
the fiduciary duties hereunder;

g) will treat confidentially and as proprietary information of
Trust all such records and other information relative to the Trust
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by Trust, which approval
shall not be unreasonably withheld and may not be withheld where
the Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or
when so requested by Trust;

3
<PAGE> 4

h) will vote proxies received in connection with securities held
by the Fund consistent with its fiduciary duties hereunder.

4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage
commission, if any) purchased for the Fund.

5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the
Trust's request. Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefore, a
sub-advisory fee, accrued daily and payable monthly on all assets in the
Funds excluding capital contributed by Jackson National Life Insurance
Company, in accordance with Schedule B hereto.

7. Services to Others. Adviser understands, and has advised the Trust's
Board of Trustees, that Sub-Adviser now acts, or may in the future act, as
an investment adviser to fiduciary and other managed accounts, and as
investment adviser or sub-investment adviser to other investment
companies. Adviser has no objection to Sub-Adviser acting in such
capacities, provided that whenever the Fund and one or more other
investment advisory clients of Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be
allocated in a manner believed by Sub-Adviser to be equitable to each.
Subadviser may group orders for a Fund with orders for other funds and
accounts to obtain the efficiencies that may be available on larger
transactions when it determines that investment decisions are appropriate
for each participating account. Subadviser cannot assure that such policy
will not adversely affect the price paid or received by a Fund. Adviser
recognizes, and has advised Trust's Board of Trustees, that in some cases
this procedure may adversely affect the size of the position that the
participating Fund may obtain in a particular security. In addition,
Adviser understands, and has advised Trust's Board of Trustees, that the
persons employed by Sub-Adviser to assist in Sub-Adviser's duties under
this Agreement will not devote their full time to such service and nothing
contained in this Agreement will be deemed to limit or restrict the right
of Sub-Adviser or any of its affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.

8. Limitation of Liability. Sub-Adviser, its officers, directors, employees,
agents or affiliates will not be subject to any liability to the Adviser
or the Fund or their directors, officers, employees, agents or affiliates
for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the performance of Sub-Adviser's duties under
this

<PAGE> 5

Agreement, except for a loss resulting from Sub-Adviser's willful
misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.

9. Indemnification. Adviser and the Sub-Adviser each agree to indemnify the
other against any claim against, loss or liability to such other party
(including reasonable attorneys' fees) arising out of any action on the
part of the indemnifying party which constitutes willful misfeasance, bad
faith or gross negligence.

10. Duration and Termination. This Agreement will become effective as to a
Fund upon execution or, if later, on the date that initial capital for
such Fund is first provided to it and, unless sooner terminated as
provided herein, will continue in effect for two years from the date of
its execution. Thereafter, if not terminated as to a Fund, this Agreement
will continue in effect as to a Fund for successive periods of 12 months,
provided that such continuation is specifically approved at least annually
by the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund, and in either event approved
also by a majority of the Trustees of the Trust who are not interested
persons of the Trust, or of the Adviser, or of the Sub-Adviser.
Notwithstanding the foregoing, this Agreement may be terminated as to a
Fund at any time, without the payment of any penalty, on sixty days'
written notice by the Trust or Adviser, or on ninety days' written notice
by the Sub-Adviser. This Agreement will immediately terminate in the
event of its assignment. (As used in this Agreement, the terms "majority
of the outstanding voting securities", "interested persons" and
"assignment" have the same meaning of such terms in the 1940 Act.)

11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

12. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.

13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
will be binding upon and shall inure to the benefit of the parties
hereto.

The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under, the
Declaration of Trust, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the
Commonwealth of

5
<PAGE> 6

Massachusetts and elsewhere as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of
the "JNL Series Trust" entered in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any of
the Trustees, Shareholders or representatives of Trust personally, but
bind only the assets of Trust, and persons dealing with the Fund must
look solely to the assets of Trust belonging to such Fund for the
enforcement of any claims against the Trust.

14. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.

IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.

JACKSON NATIONAL FINANCIAL
SERVICES, INC.

By:
-----------------------------
Name: John A. Knutson
---------------------------
Title: President
--------------------------

By:
-----------------------------
Name:
---------------------------
Title:
--------------------------

<PAGE> 7

SCHEDULE A
(Funds)

JNL/EAGLE SMALL CAP SERIES

JNL/EAGLE CORE EQUITY SERIES

<PAGE> 8

SCHEDULE B
(Compensation)

JNL/EAGLE SMALL CAP SERIES

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL RATE
----------------------------- -----------
<S> <C>
$0 TO 50 MILLION: .50%
$50 MILLION TO $150 MILLION: .50%
$150 MILLION TO $300 MILLION: .45%
$300 MILLION TO $500 MILLION: .45%
AMOUNTS OVER $500 MILLION: .40%
</TABLE>

JNL/EAGLE CORE EQUITY SERIES

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL RATE
----------------------------- -----------
<S> <C>
$0 TO 50 MILLION: .45%
$50 MILLION TO $150 MILLION: .40%
$150 MILLION TO $300 MILLION: .40%
$300 MILLION TO $500 MILLION: .30%
AMOUNTS OVER $500 MILLION: .30%
</TABLE>

<PAGE> 1
EX-99.B5-janusamd

AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
JANUS CAPITAL CORPORATION

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

AMENDMENT executed as of ___________, 1996, by and between JACKSON NATIONAL
FINANCIAL SERVICES, INC., a Delaware corporation and registered investment
adviser ("Adviser"), and JANUS CAPITAL CORPORATION, a Colorado corporation and
registered investment adviser ("Sub-Adviser").

WHEREAS, Adviser and Sub-Adviser entered into an Investment Sub-Advisory
Agreement executed as of February 28, 1995 ("Agreement"), whereby Adviser
appointed Sub-Adviser to provide certain sub-investment advisory services to
the investment portfolios of the JNL Series Trust; and

WHEREAS, the Agreement provides that the Adviser will pay the Sub-Adviser
for the services provided and the expenses assumed pursuant to the Agreement a
sub-advisory fee as set forth on Schedule B to the Agreement and the
Sub-Adviser agrees to accept such sub-advisory fee as full compensation for
such services and expenses; and

WHEREAS, the parties desire to change the sub-advisory fee.

NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:

1. Schedule B to the Agreement shall be amended and replaced with
Schedule B dated __________, 1996, attached hereto.

IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of the day and year first above written.

JACKSON NATIONAL FINANCIAL JANUS CAPITAL CORPORATION
SERVICES, INC.

By: By:
--------------------------- -------------------------

Name: John A. Knutson Name:
------------------------- -----------------------

Title: President Title:
------------------------ ----------------------

<PAGE> 2

SCHEDULE B
DATED ____ , 1996
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
JANUS CAPITAL CORPORATION

JNL Capital Growth Series
JNL Aggressive Growth Series
JNL Global Equities Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
---------------------------- -------------
<S> <C>
$0 to $100 Million .55%
$100 Million to $500 Million .50%
Amounts over $500 Million .45%
</TABLE>

<PAGE> 1
[BLAZZARD, GRODD & HASENAUER, P.C. LETTERHEAD]

June 28, 1996

Board of Trustees
JNL Series Trust
5901 Executive Drive
Lansing, MI 48911

Re: Opinion of Counsel - JNL Series Trust

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing
with the Securities and Exchange Commission of a Post-Effective Amendment No. 6
to the Registration Statement on Form N-1A with respect to the JNL Series Trust.

We have made such examination of the law and have examined such records
and documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

1. JNL Series Trust ("Trust") is a valid and existing unincorporated
voluntary association, commonly known as a business trust.

2. The Trust is a business Trust created and validly existing pursuant to
the Massachusetts Laws.

3. All of the prescribed Trust procedures for the issuance of the shares
have been followed, and, when such shares are issued in accordance with
the Prospectus contained in the Registration Statement for such shares,
all state requirements relating to such Trust shares will have been
complied with.

4. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement
and
<PAGE> 2
BLAZZARD, GRODD & HASENAUER, P.C.

Board of Trustees
JNL Series Trust
June 28, 1996
Page 2

upon compliance with applicable law, such shareholders will have
legally-issued, fully paid, non-assessable shares of the Trust.

You may use this opinion letter, or a copy thereof, as an exhibit to
the Registration.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By: Raymond A. O'Hara III
----------------------------------
Raymond A. O'Hara III

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> JNL AGGRESSIVE GROWTH

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> JNL CAPITAL GROWTH

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> JNL GLOBAL EQUITIES

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> JNL/PHOENIX INVESTMENT COUNSEL BALANCED

<S> <C>
<PERIOD-TYPE> 11-MOS
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> JNL\PHOENIX INVESTMENT COUNSEL GROWTH

<S> <C>
<PERIOD-TYPE> 11-MOS
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> PPM AMERICA/JNL HIGH YIELD BOND

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> PPM AMERICA/JNL MONEY MARKET

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
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<INVESTMENTS-AT-COST> 6820652
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> PPM AMERICA/JNL VALUE EQUITY

<S> <C>
<PERIOD-TYPE> 11-MOS
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> SALOMON BROTHERS/JNL GLOBAL BOND

<S> <C>
<PERIOD-TYPE> 11-MOS
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> SALOMON BROTHERS/JNL US GOV'T & QUALITY BOND

<S> <C>
<PERIOD-TYPE> 11-MOS
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<ARTICLE> 6
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<NAME> T. ROWE PRICE/JNL ESTABLISHED GROWTH

<S> <C>
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</TABLE>

<ARTICLE> 6
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<NUMBER> 12
<NAME> T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT

<S> <C>
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</TABLE>

<ARTICLE> 6
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<NUMBER> 13
<NAME> T. ROWE PRICE/JNL MID-CAP GROWTH

<S> <C>
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</TABLE>

<ARTICLE> 6
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<NUMBER> 14
<NAME> JNL/ALGER GROWTH

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</TABLE>