JNL SERIES TRUST, 485BPOS, 1996-06-26

JNL SERIES TRUST
485BPOS, 1996-06-26

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 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. 5 /X/

AND/OR

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 6 /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)

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

<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 WEST PORT, 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)
/X/ ON JUNE 28, 1996 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)
/ / ON (DATE) 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, 1995, 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
- ------
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.
</TABLE>
<PAGE> 3

JNL(R) SERIES TRUST
JUNE 28, 1996
<PAGE> 4

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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
TOPIC PAGE
- ----- ----
<S> <C>
TRUST EXPENSES................................................................................. 3
FINANCIAL HIGHLIGHTS........................................................................... 4
INVESTMENT OBJECTIVES AND POLICIES............................................................. 6
MANAGEMENT OF THE TRUST........................................................................ 25
INVESTMENT IN TRUST SHARES..................................................................... 30
ADDITIONAL INFORMATION......................................................................... 30
TAX STATUS..................................................................................... 32
</TABLE>
<PAGE> 5

PROSPECTUS
June 28, 1996

JNL(R) SERIES TRUST
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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 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 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/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.

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

1
<PAGE> 6

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/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 June 28, 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 JUNE 28, 1996, IS INCORPORATED
HEREIN BY REFERENCE.

2
<PAGE> 7

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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/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: 2.77%; 2.08%; 2.25%; 1.89%; 3.71%; 5.38%; 1.50%; 1.30%; 2.28%;
2.14%; 2.53%; 2.09%; 2.14%; and 2.10%; respectively.

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/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.

3
<PAGE> 8

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

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

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.

4
<PAGE> 9

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.
<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>

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.

5
<PAGE> 10

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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; 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

All of the Series except the JNL Capital Growth and JNL Aggressive Growth
Series qualify as diversified investment companies 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 exposure to credit risks and/or market risks associated with that
issuer increases. As an additional fundamental

6
<PAGE> 11

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> 12

- --------------------------------------------------------------------------------
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.

8
<PAGE> 13

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

9
<PAGE> 14

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 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

10
<PAGE> 15

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.

- 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.

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<PAGE> 16

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 American Depositary Receipts ("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 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.

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<PAGE> 17

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 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

13
<PAGE> 18

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 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

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<PAGE> 19

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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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;

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<PAGE> 20

(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.

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

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<PAGE> 21

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, 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

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<PAGE> 22

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 takes a detailed look at 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. The 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,
the 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.

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.
Such securities would be purchased in 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, subject to its investment restrictions, 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

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<PAGE> 24

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 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,
sell, or write 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, subject to its investment objectives and
restrictions, 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

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<PAGE> 25

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 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.

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.

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.

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<PAGE> 26

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 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

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<PAGE> 27

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 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

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<PAGE> 28

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> 29

- --------------------------------------------------------------------------------
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/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 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

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<PAGE> 30

and 17 percent, respectively, of Alger Associates, Inc. and may be deemed to
control that company and its subsidiaries.

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 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

26
<PAGE> 31

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/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.

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

27
<PAGE> 32

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, 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

28
<PAGE> 33

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.

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>
$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................................... .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 assets exceed this amount, the sub-advisory fee asterisked is
applicable to all amounts in this Series.

The Board of Trustees has called a shareholder meeting to be held on July
24, 1996, for the purpose of considering an amendment to the Investment
Sub-Advisory Agreement between JNFSI and Janus Capital with respect to a change
in the sub-advisory fee for the JNL Capital Growth Series, JNL Aggressive Growth
Series and the JNL Global Equities 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.

29
<PAGE> 34

- --------------------------------------------------------------------------------
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 March 31, 1996, Jackson National Life Insurance Company owned 77.9%
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

30
<PAGE> 35

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

31
<PAGE> 36

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 High Grade Corporate Bond Index, the Lehman Brothers
Government/Corporate Bond Index, Lehman Brothers Municipal Bond Index, Lehman
Brothers Aggregate Bond Index, the Salomon Brothers Long-Term High Yield Index,
the Merrill Lynch Government/Corporate Master 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.

32
<PAGE> 37

- --------------------------------------------------------------------------------
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> 38

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> 39

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
<PAGE> 40

VC2440 REV 6/96
<PAGE> 41

STATEMENT OF ADDITIONAL INFORMATION

JUNE 28, 1996

JNL SERIES TRUST

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
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
June 28, 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> 42

Financial Statements 22

<PAGE> 43

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 14 separate Series, each with
its own investment objective.

<PAGE> 44

<PAGE> 45

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> 46

(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) 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> 47

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> 48

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> 49

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> 50

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> 51

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> 52

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> 53

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> 54

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> 55

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> 56

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 March 31, 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 77.9% 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> 57

<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) for the period from commencement of operations of the
Series to March 31, 1996 is as follows:

<PAGE> 58

<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> 59

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> 60

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, 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> 61

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; 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> 62

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> 63

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 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> 64

<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> 65

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> 66

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> 67

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> 68

JNL SERIES TRUST

FINANCIAL STATEMENTS

<PAGE> 69

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

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> 70

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> 71
<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> 72

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> 73
<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> 74

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> 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>
$ 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> 76

JNL SERIES TRUST

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

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

(b) Annualized.

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>
$ 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> 78

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

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> 79

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

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> 80

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

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> 81

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

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>

* 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> 82

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

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> 83

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

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> 84

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

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> 86

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

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> 87

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> 88

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> 89

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> 90

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> 91

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> 92

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> 93

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> 94

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> 95

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> 96

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> 97

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> 98

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> 99

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> 100

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> 101

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> 102

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> 103

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> 104

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> 105

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> 106

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> 107

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> 108

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> 109

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> 110

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> 111

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> 112

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> 113

<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> 114

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> 115

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> 116

VADV 2336 5/96

<PAGE> 117

JNL SERIES TRUST

PART C
OTHER INFORMATION

Note: Items 24-32 have been answered with respect to all fourteen 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,
attached hereto (refiling by EDGAR)

2. By-laws of Registrant, attached hereto (refiling by EDGAR)

3. Not Applicable

4. Not Applicable

C-1

<PAGE> 118

5. (a) Amended Investment Advisory and Management Agreement between
Registrant and Jackson National Financial Services, Inc. dated
August 17, 1995, attached hereto (refilling by EDGAR)

(b) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Fred Alger Management, Inc. dated
August 16, 1995, attached hereto (refiling by EDGAR)

(c) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Janus Capital Corporation dated
February 28, 1995, attached hereto (refiling by EDGAR)

(d) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Phoenix Investment Counsel, Inc. dated
February 23, 1995, attached hereto (refiling by EDGAR)

(e) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and PPM America, Inc. dated February 17,
1995, attached hereto (refiling by EDGAR)

(f) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Rowe Price-Fleming International, Inc.
dated February 20, 1995, attached hereto (refiling by EDGAR)

(g) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Salomon Brothers Asset Management Inc.
dated February 8, 1995, attached hereto (refiling by EDGAR)

(h) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and T. Rowe Price Associates, Inc. dated
February 20, 1995, attached hereto (refiling by EDGAR)

(i) Investment Sub-Advisory Agreement between Jackson National
Financial Services, Inc. and Salomon Brothers Asset Management
Limited, attached hereto (refiling by EDGAR)

6. Amended Fund Participation Agreement between Registrant and Jackson
National Life Insurance Company dated September 19, 1995, attached hereto
(refiling by EDGAR)

7. Not Applicable

8. Custody Agreement between Registrant and The Northern Trust Company dated
May 12, 1995, attached hereto (refiling by EDGAR)

9. (a) Transfer Agency Agreement between Registrant and The Northern Trust
Company dated May 12, 1995, attached hereto

(b) Amendment to Transfer Agency Agreement between Registrant and The
Northern Trust Company dated October 16, 1995, attached hereto

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

11. Consent of Price Waterhouse LLP, attached hereto

12. Not Applicable

C-2
<PAGE> 119

13. Not Applicable

14. Not Applicable

15. Not Applicable

16. Computation of Performance Quotations, attached hereto

17. Financial Data Schedule, attached hereto

18. Not applicable

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

As of March 31, 1996, Jackson National Life Insurance Company, a
Michigan corporation, through its initial investment of capital
into each Series, owns 77.9% of the outstanding shares of the
Trust.

Item 26. Number of Holders of Securities.

NUMBER OF
HOLDERS AS OF
SERIES JUNE 14, 1996
------ -------------
JNL Aggressive Growth Series 2
JNL Capital Growth Series 2
JNL Global Equities Series 2
JNL/Alger Growth Series 2
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

C-3

<PAGE> 120

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.

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.

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

C-4

<PAGE> 121
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:

<TABLE>
<CAPTION>
File No.
---------
<S> <C>
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

</TABLE>

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) Not Applicable

(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.

C-5

<PAGE> 122
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 25th
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.

<TABLE>
<S> <C> <C>
/s/ John A. Knutson President, CEO and June 25, 1996
John A. Knutson Chairman of the Board

/s/ Pete Pheffer Vice President, June 25, 1996
Paul B. Pheffer Treasurer, CFO and Trustee

/s/ Joseph Frauenheim Trustee June 25, 1996
Joseph Frauenheim

/s/ Richard McLellan Trustee June 25, 1996
Richard McLellan

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

</TABLE>

C-6

<PAGE> 123
EXHIBIT INDEX

Exhibit
Number Description
- ------- -----------
<S> <C>

1. Agreement and Declaration of Trust of Registrant dated June 1, 1994,
attached hereto as EX-99.B1-trust

2. By-laws of Registrant, attached hereto as EX-99.B2-bylaws

5. (a) Amended Investment Advisory and Management Agreement between
Registrant and Jackson National Financial Services, Inc. dated August 17, 1995,
attached hereto as EX-99.B5-invmgt

(b) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Fred Alger Management, Inc. dated August 16, 1995, attached
hereto as EX-99.B5-alger

(c) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Janus Capital Corporation dated February 28, 1995, attached
hereto as EX-99.B5-janus

(d) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Phoenix Investment Counsel, Inc. dated February 23, 1995,
attached hereto as EX-99.B5-phoenix

(e) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and PPM America, Inc. dated February 17, 1995, attached hereto
as EX-99.B5-ppm

(f) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Rowe Price-Fleming International, Inc. dated February 20,
1995, attached hereto as EX-99.B5-rowepr

(g) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Salomon Brothers Asset Management Inc. dated February 8,
1995, attached hereto as EX-99.B5-salomon

(h) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and T. Rowe Price Associates, Inc. dated February 20, 1995,
attached hereto as EX-99.B5-trowe

(i) Investment Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Salomon Brothers Asset Management Limited, attached hereto
as EX-99.B5-sbltd

6. Amended Fund Participation Agreement between Registrant and Jackson
National Life Insurance Company dated September 19, 1995, attached hereto as
EX-99.B6-partic

8. Custody Agreement between Registrant and The Northern Trust Company dated
May 12, 1995, attached hereto as EX-99.B8-custody
</TABLE>

C-7

<PAGE> 124

9. (a) Transfer Agency Agreement between Registrant and The Northern Trust
Company dated May 12, 1995, attached hereto as EX-99.B9-tragency

(b) Amendment to Transfer Agency Agreement between Registrant and The
Northern Trust Company dated October 16, 1995, attached hereto as
EX-99.B9-taamend

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

11. Consent of Price Waterhouse LLP, attached hereto as EX-99.B11-pwcons

16. Computation of Performance Quotations, attached hereto as EX-99.B16-perf

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

C-8

<PAGE> 1
EX-99.B1-Trust

JNL SERIES TRUST

___________________

AGREEMENT AND DECLARATION OF TRUST

_____________________

AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, this 1st
day of June, 1994 by the Trustees hereunder, and by the holders of shares of
beneficial interest to be issued hereunder as hereinafter provided.

WITNESSETH that

WHEREAS, this Trust has been formed to carry on the business of an
investment company; and

WHEREAS, the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby declare that they hold all cash,
securities and other assets, which they may from time to time acquire in any
manner as Trustees hereunder, IN TRUST to manage and dispose of the same upon
the following terms and conditions for the pro rata benefit of the holders from
time to time of Shares in this Trust as hereinafter set forth.

ARTICLE I

NAME AND DEFINITIONS

Name

Section 1. This Trust shall be known as "JNL Series Trust", and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time determine.

<PAGE> 2

Definitions

Section 2. Whenever used herein, unless otherwise required by the context
or specifically provided:

(a) The "Trust" refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust, as amended from
time to time;

(b) "Trustees" refers to the Trustee or Trustees or of the Trust
named herein or elected in accordance with Article IV;

(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided
from time to time or, if more than one series of Shares is authorized by
the Trustees, the equal proportionate units into which each series of
Shares shall be divided from time to time or, if more than one class of
Shares of any series is authorized by the Trustees, the equal
proportionate units into which each class of such series of Shares shall
be divided from time to time;

(d) "Shareholder" means a record owner of Shares;

(e) The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations thereunder, all as amended from time to time;

(f) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Principal Underwriter" and "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of Section
2(a)(42) of the 1940 Act, whichever may be applicable) shall have the
meanings given them in the 1940 Act;

(g) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust as amended or restated from time to time; and

(h) "By-Laws" shall mean the By-Laws of the Trust as amended from
time to time.

ARTICLE II

PURPOSE

The purpose of the Trust is to engage in the business of a management
investment company and to provide investors a managed investment primarily in
securities, commodities and debt instruments.

<PAGE> 3

ARTICLE III

Division of Beneficial Interest

Section 1. The Shares of the Trust shall be issued in one or more series
as the Trustees may, without Shareholder approval, authorize. The Trustees
may, without Shareholder approval, divide the Shares of any series into two or
more classes, Shares of each such class having such preferences or special or
relative rights or privileges (including conversion rights, if any) as the
Trustees may determine and as not inconsistent with any provision of this
Declaration of Trust. Each series shall be preferred over all other series in
respect of the asset allocated to that series. The beneficial interest in each
series shall at all times be divided into Shares, without par value, each of
which shall, except as the Trustees may otherwise authorize in the case of any
series that is divided into two or more classes, represent an equal
proportionate interest in the series with each other Share of the same series,
none having a priority or preference over another. The number of Shares
authorized shall be unlimited, and the Shares so authorized may be represented
in part by fractional shares. The Trustees may from time to time divide or
combine the Shares of any series or class into a greater or lesser number
without thereby changing the proportionate beneficial interests in the series
or class.

Ownership of Shares

Section 2. The ownership of Shares shall be recorded on the books of the
Trust, or its transfer or similar agent. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent of the Trust, as the case may be, shall be conclusive
as to who are the Shareholders of each series and class and as to the number of
Shares of each series and class held from time to time by each Shareholder.

Investments in the Trust; Assets of the Series

Section 3. The Trustees may accept investments in the Trust from such
persons and on such terms and, subject to any requirements of law, for such
consideration, which may consist of cash or tangible or intangible property or
a combination thereof, as they from time to time authorize.

All consideration received by the Trust for the issue or sale of Shares of
each series, together with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof,
and any funds or

<PAGE> 4

payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to the series of Shares with respect to
which the same were received by the Trust for all purposes, subject only to the
rights of creditors, and shall be so handled upon the books of account of the
Trust and are herein referred to as "assets of" such series.

No Preemptive Rights; Prior Demand by Shareholders

Section 4. Shareholders shall have no preemptive or other right to
receive, purchase or subscribe for any additional Shares or other securities
issued by the Trust. No action may be brought by a Shareholder on behalf of
the Trust unless a prior demand regarding such matter has been made on the
Trustees and Shareholders of the Trust.

Status of Shares and Limitation of Personal Liability

Section 5. Shares shall be deemed to be personal property giving only the
rights provided in this instrument. Every Shareholder by virtue of having
become a Shareholder shall be held to have expressly assented and agreed to the
terms hereof and to have become a party hereto. The death of a Shareholder
during the continuance of the Trust shall not operate to terminate the same nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, buy
only to the rights of said decedent under this Trust. Ownership of Shares
shall not entitle the Shareholder to any title in or to the whole or any part
of the Trust property or right to call for a partition or division of the same
or for an accounting, nor shall the ownership of Shares constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust, shall have any power to bind personally any
Shareholder, nor except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever other
than such as the Shareholder may at any time personally agree to pay.

ARTICLE IV

THE TRUSTEES

Election; Removal

Section 1. The number of Trustees shall be fixed by the Trustees, except
that, subsequent to any sale of Shares pursuant to a public offering, there
shall be not less than three Trustees. Any vacancies occurring in the Board of
Trustees may be filled by the Trustees if, immediately after filling any such
vacancy, at least two-thirds of the Trustees then holding office shall have
been elected to such office by the Shareholders. In the event that at any time
less than a majority of the Trustees then holding office were elected to such
office by the Shareholders, the Trustees shall call a meeting of Shareholders
for the purpose of electing Trustees. Each Trustee elected by the Shareholders
or by the Trustees shall serve until the next meeting of Shareholders called
for the purpose of

<PAGE> 5

electing Trustees and until the election and qualification of his or her
successor, or until he or her sooner dies, resigns or is removed. The initial
Trustee, who shall serve until the first meeting of Shareholders at which
Trustees are elected and until his or her successor is elected and qualified,
or until he or she sooner dies, resigns or is removed, shall be Bryan
Chegwidden and such other persons as the Trustee or Trustees then in office
shall, prior to any sale of Shares pursuant to a public offering, appoint. By
vote of a majority of the Trustees then in office, the Trustees may remove a
Trustee with or without cause. At any meeting called for the purpose, a
Trustee may be removed, with or without cause, by vote of the holders of
two-thirds of the outstanding Shares.

Effect of Death, Resignation, etc. of a Trustee

Section 2. The death, declination, resignation, retirement, removal or
incapacity of the Trustees, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.

Powers

Section 3. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and they shall have all
powers necessary or convenient to carry out that responsibility. Without
limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with
this Declaration of Trust providing for the conduct of the business of the
Trust and may amend and repeal them to the extent that such By-Laws do not
reserve that right to the Shareholders; they may fill vacancies in their
number, including vacancies resulting from increases in their number, and may
elect and remove such officers and appoint and terminate such agents as they
consider appropriate; they may appoint from their own number, and terminate,
any one or more committees consisting of two or more Trustees, including an
executive committee which may, when the Trustees are not in session, exercise
some or all of the power and authority of the Trustees as the Trustees may
determine; they may appoint an advisory board, the members of which shall not
be Trustees and need not be Shareholders; they may employ one or more
custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities, retain a transfer agent or a
Shareholder services agent, or both, provide for the distribution of Shares by
the Trust, through one or more principal underwriters or otherwise, set record
dates for the determination of Shareholders with respect to various matters,
and in general delegate such authority as they consider desirable to any
officer of the Trust, to any committee of the Trustees and to any agent or
employee of the Trust or to any such custodian or underwriter.

Without limiting the foregoing, the Trustees shall have power and
authority:

(a) To invent and reinvest in securities, options, futures
contracts, options on futures contracts and other property, and to hold
cash uninvested;

<PAGE> 6

(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;

(c) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power
and discretion with relation to securities or property as the Trustees
shall deem proper;

(d) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities or other assets;

(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in
the name of the Trustees or of the Trust or in the name of a custodian,
subcustodian or other depository or a nominee or nominees or otherwise;

(f) Subject to the provisions of Article III, Section 3, to allocate
assets, liabilities and expenses of the Trust to a particular series of
Shares or to apportion the same among two or more series, provided that
any liabilities or expenses incurred by a particular series of Shares
shall be payable solely out of the assets of that series; and to the
extent necessary or appropriate to give effect to the preferences and
special or relative rights and privileges of any classes of Shares, to
allocate assets, liabilities, income and expenses of a series to a
particular class of Shares of that series or to apportion the same among
two or more classes of Shares of that series;

(g) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of
which is or was held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property of such corporation or issuer, and
to pay calls or subscriptions with respect to any security held in the
Trust;

(h) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security to, any
such committee, depositary or trustee, and to delegate to them such power
and authority with relation to any security (whether or not so deposited
or transferred) as the Trustees shall deem proper, and to agree to pay,
and to pay, such portion of the expenses and compensation of such
committee, depositary or trustee as the Trustees shall deem proper;

(i) To compromise, arbitrate or otherwise adjust claims in favor of
or against the Trust on any matter in controversy, including but not
limited to claims for taxes;

<PAGE> 7

(j) To enter into joint ventures, general or limited partnerships
and any other combinations or associations;

(k) To borrow funds, securities or other assets;

(l) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty of suretyship,
or otherwise assume liability for payment thereof; and to mortgage and
pledge the Trust property of any part thereof to secure any of or all of
such obligations or obligations incurred pursuant to subparagraph (k)
hereof:

(m) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring
the assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers or managers,
principal underwritings or independent contractors of the Trust
individually against all claims and liabilities of every nature arising
by reason of holding, being or having held any such office or position,
or by reason of any action alleged to have been taken or omitted by any
such person as Shareholder, Trustee, officer, employee, agent, investment
adviser or manager, principal underwriter or independent contractor,
including any action taken or omitted that may be determined to
constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and

(n) To pay pensions for faithful service, as deemed appropriate by
the Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions, including
the purchasing of life insurance and annuity contracts as a means of
providing such retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust.

The Trustees shall not in any way be bound or limited by any present or future
law or custom in regard to investments by Trustees. Except as otherwise
provided herein or from time to time in the By-Laws, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
the Trustees (a quorum as defined in the By-Laws being present), within or
without Massachusetts, including any meeting held by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting,
or by written consents of a majority of the Trustees then in office.

<PAGE> 8

Payment of Expenses by Trust

Section 4. The Trustees are authorized to pay or to cause to be paid out
of the principal or income of the Trust, or partly out of principal and partly
out of income, as they deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust, or in connection
with the management thereof, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of the Trust's
officers, employees, investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder services agent and
such other agents or independent contractors, and such other expenses and
charges, as the Trustees may deem necessary or proper to incur, proper,
however, that all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with a particular series of Shares, as determined by the
Trustees, shall be payable solely out of the assets of that series.

Ownership of Assets of the Trust

Section 5. Title to all of the assets of each series of Shares and of the
Trust shall at all times be considered as vested in the Trustees.

Advisory, Management and Distribution

Section 6. Subject to a favorable Majority Shareholder Vote, the Trustees
may, at any time and from time to time, contract for exclusive or nonexclusive
advisory and/or management services with any partnership, corporation, trust,
association or other organization (the "Adviser"), every such contract to
comply with such requirements and restrictions as may be set forth in the
By-Laws; and any such contract may contain such other terms interpretive of or
in addition to said requirements and restrictions as the Trustees may
determine, including, without limitation, authority to determine from time to
time what investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of the Trust shall be held uninvested, and to
make changes in the Trust's investments. The Trustees may also, at any time
and from time to time, contract with the Adviser or any other corporation,
trust, association or other organization, appointing it exclusive or
nonexclusive distributor or principal underwriter for the Shares, every such
contract to comply with such requirements and restrictions as may be set forth
in the By-Laws; and any such contract may contain such other terms interpretive
of or in addition to said requirements and restrictions as the Trustees may
determine.

The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
corporation, trust, association or other organization, or of for any
parent or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or distributor's
contract, or transfer, Shareholder services or other

<PAGE> 9

agency contract may have been or may hereafter be made, or that any
organization, or any parent or affiliate thereof, is a Shareholder or has
an interest in the Trust, or that

(ii) any corporation, trust, association or other organization with
which an advisory or management contract or principal underwriter's or
distributor's contract, or transfer, Shareholder services or other agency
contract may have been or may hereafter be made also has an advisory or
management contract, or principal underwriter's or distributor's
contract, or transfer, shareholder services or other agency contract with
one or more other corporations, trusts, associations or other
organizations, or has other business or interest.

shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its
Shareholders.

ARTICLE V

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Voting Powers

Section 1. The Shareholders shall have power to vote only (i) for the
election of Trustees as provided in Article IV, Section 1, (ii) with respect to
any Adviser as provided in Article IV, Section 6, (iii) with respect to any
termination of this Trust to the extent and as provided in Article IX, Section
4, (iv) with respect to any amendment of this Declaration of Trust to the
extent and as provided in Article IX, Section 7, and (v) with respect to such
additional matters relating to the Trust as may be required by law, this
Declaration of Trust, the By-Laws or any registration of the Trust with the
Securities and Exchange Commission (or any successor agency) or any state, or
as the Trustees may consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote.
Notwithstanding any other provision of this Declaration of Trust, on any matter
submitted to a vote of Shareholders, all Shares of the Trust then entitled to
vote shall be voted in the aggregate as a single class without regard to series
or class except: (1) when required by the 1940 Act or when the Trustees shall
have determined that the matter affects one or more series or classes
materially differently, Shares shall be voted by individual series or class;
and (2) when the Trustees have determined that the matter affects only the
interests of one or more series or classes, then only Shareholders of such
series or classes shall be entitled to vote thereon. There shall be no
cumulative voting in the election of Trustees.

Shares may be voted in person or by proxy. A proxy with respect to Shares
held in the name of two or more persons shall be valid if executed by any one
of them unless at or prior to exercise of the proxy the Trust receives a
specific written notice to the

<PAGE> 10

contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the challenger.
At all meetings of Shareholders, unless inspectors of election have been
appointed, all questions relating to the qualification of voters and validity
of proxies and the acceptance or rejection of votes shall be voters and the
validity of proxies and the acceptance or rejection of votes shall be decided
by the chairman of the meeting. Unless otherwise specified in the proxy, the
proxy shall apply to all Shares of each series of the Trust owned by the
Shareholder.

Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this Declaration of Trust
or the By-Laws to be taken by Shareholders.

Voting Power and Meetings

Section 2. Meetings of Shareholders of the Trust or of any series or class
may be called by the Trustees or such other person or persons as may be
specified in the By-Laws and held from time to time for the purpose of taking
action upon any matter requiring the vote or the authority of the Shareholders
of the Trust or any series or class as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Meetings of Shareholders
of the Trust or of any series or class shall be called by the Trustees or such
other person or persons as may be specified in the By-Laws upon written
application. The Shareholders shall be entitled to at least seven days written
notice of any meeting of the Shareholders.

Quorum and Required Vote

Section 3. Thirty per cent of the Shares entitled to vote shall be a
quorum for the transaction of business at a Shareholders' meeting, except that
where any provision of law or of this Declaration of Trust permits or requires
that holders of any series or class shall vote as a series or class, then
thirty percent of the aggregate number of Shares of that series or class
entitled to vote shall be necessary to constitute a quorum for the transaction
of business by that series or class. Any lesser number, however, shall be
sufficient for adjournments. Any adjourned session or sessions may be held
within a reasonable time after the date set for the original meeting without
the necessity of further notice. Except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws, a majority of the Shares
voted shall decide any questions and a plurality shall elect a Trustee,
provided that where any provision of law or of this Declaration of Trust
permits or requires that the holders of any series or class shall vote as a
series or class, then a majority of the Shares of that series or class voted on
the matter (or a plurality with respect to the election of a Trustee) shall
decide that matter insofar as that series or class is concerned.

<PAGE> 11

Action by Written Consent

Section 4. Any action taken by Shareholders may be taken without a meeting
if a majority of Shareholders entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision of this
Declaration of Trust or the By-Laws) consent to the action in writing and such
written consents are filed with the records of the meetings of Shareholders.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.

Additional Provisions

Section 5. The By-Laws may include further provisions for Shareholders'
votes and meetings and related matters.

ARTICLE VI

DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES,
AND DETERMINATION OF NET ASSET VALUE

Distributions

Section 1. The Trustees may, but need not, each year distribute to the
Shareholders of each series or class such income and gains, accrued or
realized, as the Trustees may determine, after providing for actual and accrued
expenses and liabilities (including such reserves as the Trustees may
establish) determined in accordance with good accounting practices. The
Trustees shall have full discretion to determine which items shall be treated
as income and which items as capital and their determination shall be binding
upon the Shareholders. Distributions of each year's income of each series, if
any be made, may be made in one or more payments, which shall be in Shares, in
cash or otherwise and on a date or dates and as of a record date or dates
determined by the Trustees. At any time and from time to time in their
discretion, the Trustees may distribute to the Shareholders of any one or more
series or classes as of a record date or dates determined by the Trustees, in
Shares, in cash or otherwise, all or part of any gains realized on the sale or
disposition of property of the series or otherwise, or all or part of any other
principal of the Trust attributable to the series. In the case of any series
not divided into two or more classes of Shares, each distribution pursuant to
this Section 1 shall be made ratably according to the number of Shares of the
series held by the several Shareholders on the applicable record date thereof,
provided that no distribution need be made on Shares purchased pursuant to
orders received, or for which payment is made, after such time or times as the
Trustees may determine. In the case of any series divided into two or more
classes, each distribution pursuant to this Section 1 may be made in whole or
in such parts as the Trustees may determine to the Shareholders of any one or
more classes, and the distribution to the Shareholders of any class shall be
made ratably according to the number of Shares of the class (but need not be
made ratably according to the number of Shares of the series, considered
without regard to class) held by the several

<PAGE> 12

Shareholders on the record date thereof, provided that no distribution need be
made on Shares purchased pursuant to orders received, or for which payment is
made, after such time or times as the Trustees may determine. Any such
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with Section 7 of this Article VI.

Redemptions and Repurchase

Section 2. Any holder of Shares of the Trust may be presentation of a
written request, together with his or her certificates, if any, for such
Shares, in proper form for transfer, at the office of the Trust or at a
principal office of a transfer agent appointed by the Trust, redeem his or her
Shares for the net asset value thereof determined and computed in accordance
with the provisions of this Section 2 and the provisions of Section 7 of this
Article VI.

Upon receipt by the Trust or its transfer agent of such written request
for redemption of Shares, such Shares shall be redeemed at the net asset value
per share of the appropriate series next determined after such Shares are
tendered in proper order for transfer to the Trust or determined as of such
other time fixed by the Trustees as may be permitted or required by the 1940
Act, provided that no such tender shall be required in the case of Shares for
which a certificate or certificates have not been issued, and in such case such
Shares shall be redeemed at the net asset value per share of the appropriate
series next determined after such request has been received or determined at
such other time fixed by the Trustees as may be permitted or required by the
1940 Act.

The obligation of the Trust to redeem its Shares of each series or class
as set forth above this Section 2 shall be subject to the conditions that
during any time of emergency, as hereinafter defined, such obligation may be
suspended by the Trust by or under authority of the Trustees for such period or
periods during such time of emergency as shall be determined by or under
authority of the Trustees. If there is such a suspension, any Shareholder may
withdraw any demand for redemption and any tender of Shares which has been
received by the Trust during any such period and any tender of Shares, the
applicable net asset value of which would but for such suspension be calculated
as of a time during such period. Upon such withdrawal, the Trust shall return
to the Shareholder the certificates therefor, if any. For the purposes of any
such suspension, "time of emergency" shall mean, either with respect to all
Shares or any series of Shares, any period during which:

a. the New York Stock Exchange is closed other than for customary
weekend and holiday closings; or

b. the Trustees or authorized officers of the Trust shall have
determined, in compliance with any applicable rules and regulations of
the Securities and Exchange Commission, either that trading on the New
York Stock Exchange is restricted, or that an emergency exists as a
result of which (i) disposal

<PAGE> 13

by the Trust of securities owned by it is not reasonably practicable or
(ii) it is not reasonably practicable for the Trust fairly to determine
the current value of its net assets; or

c. the suspension or postponement of such obligations is permitted
by order of the Securities and Exchange Commission.

The Trust may also purchase, repurchase or redeem Shares in accordance
with such other methods, upon such other terms and subject to such other
conditions as the Trustees may from time to time authorize at a price not
exceeding the net asset value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made.

Payment in Kind

Section 3. Subject to any generally applicable limitation imposed by the
Trustees, any payment on redemption of Shares may, if authorized by the
Trustees, be made wholly or partly in kind, instead of in cash. Such payment
in kind shall be made by distributing securities or other property
constituting, in the opinion of the Trustees, a fair representation of the
various types of securities and other property then held by the series of
Shares being redeemed (but not necessarily involving a portion of each of the
series' holdings) and taken at their value used in determining the net asset
value of the Shares in respect of which payment is made.

Redemptions at the Option of the Trust

Section 4. The Trust shall have the right at its option and at any time to
redeem Shares of any Shareholder at the net asset value thereof as determined
in accordance with Section 7 of Article VI of this Declaration of Trust: (i)
if at such time Shareholder owns fewer Shares than, or Shares having an
aggregate net asset value of less than, an amount determined from time to time
by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a
particular series of Shares equal to or in excess of a percentage of the
outstanding Shares of that series (determined without regard to class)
determined from time to time by the Trustees; or (iii) to the extent that such
Shareholder owns Shares of the Trust representing a percentage equal to or in
excess of such percentage of the aggregate number of outstanding Shares of the
Trust or the aggregate net asset value of the Trust determined from time to
time by the Trustees.

Dividends, Distributions, Redemptions and Repurchase

Section 5. No dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any series) with respect
to, nor any redemption or repurchase of, the Shares of any series (or of any
class) shall be effected by the Trust other than from the assets of such series
(or of the series of which such class is a part).

<PAGE> 14

Additional Provisions Relating to Redemptions and Repurchases

Section 6. The completion of redemption of Shares shall constitute a full
discharge of the Trust and the Trustees with respect to such shares, and the
Trustees may require that any certificate or certificates issued by the Trust
to evidence the ownership of such Shares shall be surrendered to the Trustees
for cancellation or notation.

Determination of Net Asset Value

Section 7. The term "net asset value' of the Shares of each series or
class shall mean: (i) the value of all the assets of such series or class;
(ii) less the total liabilities of such series or class; (iii) divided by the
number of Shares of such series or class outstanding, in each case at the time
of each determination. The "number of Shares of such series or class
outstanding" for the purposes of such computation shall be exclusive of any
Shares of such series or class to be redeemed and not then redeemed as to which
the redemption price has been determined, but shall include Shares of such
series or class presented for repurchase and not then repurchased and Shares of
such series or class to be redeemed and not then redeemed as to which the
redemption price has not been determined and Shares of such series or class the
sale of which has been confirmed. Any fractions involved in the computation of
net asset value per share shall be adjusted to the nearer cent unless the
Trustees shall determine to adjust such fractions to a fraction of a cent.

The Trustees, or any officer or officers or agent of this Trust designated
for the purpose by the Trustee, shall determine the net asset value of the
Shares of each series or class, and the Trustees shall fix the times as of
which the net asset value of the Shares of each series or class shall be
determined and shall fix the periods during which any such net asset value
shall be effective as to sales, redemptions and repurchases of , and other
transactions in, the Shares of such series or class, except as such times and
periods for any such transaction may be fixed by other provisions of this
Declaration of Trust or by the By-Laws.

In valuing the portfolio investments of any series or class for
determination of net asset value per share of such series or class:

(a) Each security for which market quotations are readily
available shall be valued at current market value determined by
methods specified by the Board of Trustees;

(b) Each other security, including any security within (a) for
which the specified price does not appear to represent a dependable
quotation for such security as of the time of valuation, shall be
valued at a fair value as determined in good faith by the Trustees;

<PAGE> 15

(d) Any cash on deposit, accounts receivable, and cash dividends
and interest declared or accrued and not yet received, any prepaid
expenses, and any other current asset shall be valued at the face
amount thereof, unless the Trustees shall determine that any such
time is not worth its face amount, in which case such asset shall be
valued at a fair value determined in good faith by the Trustees; and

(e) Any other asset shall be valued at a fair value determined in
good faith by the Trustees.

Notwithstanding the foregoing, short-term debt obligations, commercial paper
and repurchase agreements may be, but need not be, valued on the basis of
quoted yields for securities of comparable maturity, quality and type, or on
the basis of amortized cost.

Liabilities of any series or class for accounts payable for investments
purchased and for Shares tendered for redemption and not then redeemed as to
which the redemption price has been determined shall be stated at the amounts
payable therefor. In determining the net asset value of any series or class,
the person or persons making such determination on behalf of the Trust may
include in liabilities such reserves, estimated accrued expenses and
contingencies as such person or persons may in its, his or their best judgment
deem fair and reasonable under the circumstances. Any income dividends and
gains distributions payable by the Trust shall be deducted as of such time or
times on the record date thereof as the Trustees shall determine.

The manner of determining the net assets of any series or class or of
determining the net asset value of the Shares of any series or class may from
time to time be altered as necessary or desirable in the judgment of the
Trustees to conform to any other method prescribed or permitted by any
applicable law or regulation.

Determinations under this Section 7 made in good faith and in accordance
with the provisions of the 1940 Act shall be binding on all parties concerned.

ARTICLE VII

COMPENSATION AND LIMITATION
OF LIABILITY OF TRUSTEES

Compensation

Section 1. The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their compensation.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other services
and payment for the same by the Trust.

<PAGE> 16

Limitation of Liability

Section 2. The Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee, adviser or
principal underwriter of the Trust, nor shall any Trustee be responsible for
the act or omission of any other Trustee, but nothing herein contained shall
protect any Trustee against any liability to which he or she would otherwise be
subject by reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate, Share or undertaking
and every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his or her capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.

ARTICLE VIII

INDEMNIFICATION

Trustees, Officers, etc.

Section 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil, criminal, administrative or investigative, and any
appeal therefrom, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been threatened, while
in office or thereafter, by reason of being or having been such a Covered
Person, except that no Covered Person shall be indemnified against any
liability to the Trust or its Shareholders to which such Covered Person would
otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.

Expenses, including counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in compromise or as
fines or penalties), may be paid from time to time by the Trust in advance of
the final disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined

<PAGE> 17

that indemnification of such expenses is not authorized under this Article,
provided that (a) such Covered Person shall provide security for his
undertaking, (b) the Trust shall be insured against losses arising by reason of
such Covered Person's failure to fulfill his undertaking or (c) a majority of
the Trustees who are disinterested persons and who are not Interested Persons
(provided that a majority of such Trustees then in office act on the matter),
or independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will be entitled to
indemnification.

Compromise Payment

Section 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication in a
decision on the merits by a court, or by any other body before which the
proceeding was brought, that such Covered Person is liable to the Trust or its
Shareholders by reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's office, indemnification shall be provided if (a) approved as in the
best interest of the Trust, after notice that it involves such indemnification,
by at least a majority of the Trustees who are disinterested persons and are
not Interested Persons (provided that a majority of such Trustees then in
office act on the matter), upon a determination, based upon a review of readily
available facts (but not a full trial-type inquiry) that such Covered Person is
not liable to the Trust or its Shareholders by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (but not a full-trial type inquiry) to the effect that such
indemnification would not protect such Covered Person against any liability to
the Trust to which such Covered Person would otherwise be subject by reason of
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

Any approval pursuant to this Section shall not prevent the recovery from
any Covered Person of any amount paid to such Covered Person in accordance with
this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction to have been liable to the
Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross
negligence or reckless of the duties involved in the conduct of such Covered
Person's office.

Indemnification Not Exclusive: Definitions

Section 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall
include such person's heirs, executors and administrators, and a "disinterested
person" is a person against whom none of the actions, suits or other
proceedings in question or another action, suit or other

<PAGE> 18

proceeding on the same or similar grounds is then or has been pending. Nothing
contained in this article shall affect any rights to indemnification to which
personnel of the Trust, other than Trustees and officers, and other persons may
be entitled by contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of such persons.

Shareholders

Section 4. In case any Shareholder or former Shareholder shall be held to
be personally liable solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or, in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled to
be held harmless from and indemnified against all loss and expense arising from
such liability, but only out of assets of the particular series of Shares of
which he or she is or was a Shareholder.

ARTICLE IX

MISCELLANEOUS

Trustees, Shareholders, etc. Not Personally Liable; Notice

Section 1. All persons extending credit to, contracting with or having any
claim against the Trust or a particular series of Shares shall look only to the
assets of the Trust or the assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents, whether
past, present or future, shall be personally liable therefor. Nothing in this
Declaration of Trust shall protect any Trustee against any liability to which
such Trustee would otherwise be subject by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee.

Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that
this Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustees or Trustee or as
officers or officer and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually
but are binding only upon the assets and property of the Trust, and may contain
such further recital as he or she or they may deem appropriate, but the
omission thereof shall not operate to bind any Trustees or Trustee or officers
or officer or Shareholders or Shareholder individually.

<PAGE> 19

Trustee's Good Faith Action, Expert Advice, No Bond or Surety

Section 2. The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. A Trustee shall be liable
for his or her own wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee, and
for nothing else, and shall not be liable for errors of judgment or mistakes of
fact or law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust, and shall be
under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

Liability of Third Persons Dealing with Trustees

Section 3. No person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.

Duration and Termination of Trust

Section 4. Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be terminated at any time by vote of
Shareholders holding at least two-thirds of the Shares of each series entitled
to vote or by the Trustees by written notice to the Shareholders. Any series
of Shares may be terminated at any time by vote of Shareholders holding at
least two-thirds of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series.

Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall in accordance with such procedures as the Trustees
consider appropriate reduce the remaining assets to distributable form in cash
or shares or other securities, or any combination thereof, and distribute the
proceeds to the Shareholders of the series involved, ratably according to the
number of Shares of such series held by the several Shareholders of such series
on the date of termination, except to the extent otherwise required or
permitted by the preference and special or relative rights and privileges of
any classes of Shares of that series, provided that any distribution to the
Shareholders of a particular class of Shares shall be made to such Shareholders
pro rata in proportion to the number of Shares of such class held by each of
them.

<PAGE> 20

Filing of Copies, References, Headings

Section 5. The original or a copy of this instrument and of each amendment
hereto shall be kept at the office of the Trust where it may be inspected by
any Shareholder. A copy of this instrument and of each amendment hereto shall
be filed by the Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Clerk of the City of Boston, as well as any other
governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such amendments have been made and as to any
matters in connection with the Trust hereunder; and, with the same effect as if
it were the original, may rely on a copy certified by an officer of the Trust
to be a copy of this instrument or of any such amendments. In this instrument
and in any such amendment, references to this instrument, and all expressions
such as "herein," "hereof" and "hereunder," shall be deemed to refer to this
instrument as amended or affected by any such amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
instrument. This instrument may be executed in any number of counterparts,
each of which shall be deemed an original.

Applicable Law

Section 6. This Declaration of Trust is made in the Commonwealth of
Massachusetts, and it is created under and is to be governed by and construed
and administered according to the laws of said Commonwealth. The Trust shall
be of the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.

Amendments

Section 7. This Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when authorized
so to do by a vote of Shareholders holding a majority of the Shares entitled to
vote, except that an amendment which shall affect the holders of one or more
series or classes of Shares but not the holders of all outstanding series and
classes shall be authorized by vote of the Shareholders holding a majority of
the Shares entitled to vote of each series and class affected and no vote of
Shareholders of a series or class not affected shall be required.

20
<PAGE> 21
Amendments having the purpose of changing the name of the Trust or of supplying
any omission, curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision contained herein shall not require
authorization by Shareholder vote.

IN WITNESS WHEREOF the undersigned has hereunto set his hand in the City
of Boston, Massachusetts for himself and his assigns, as to this 1st day of
June, 1994.

/s/ Bryan Chegwidden
----------------------
Bryan Chegwidden

THE COMMONWEALTH OF MASSACHUSETTS

Boston ss. Suffolk June 1, 1994

Then personally appeared the above-named Trustee and acknowledged the
foregoing instrument to be his free act and deed, before me.

/s/ Frances E. DeFiore
------------------------
Notary Public

My commission expires: 5-25-95

(Notary's Seal)

<PAGE> 1
EX-99.B2-bylaws

JNL SERIES TRUST

BY-LAWS

The following By-Laws have been approved and adopted by the Board of
Trustees of JNL Series Trust at a meeting duly called and held at the
University Club of Michigan State University on December 2, 1994.

/s/ Thomas J. Meyer
--------------------------
Thomas J. Meyer, Secretary

<PAGE> 2

BY-LAWS

JNL SERIES TRUST

ARTICLE I

SHAREHOLDERS

Section 1.01. Annual Meetings. Unless otherwise required by law, the
Agreement and Declaration of Trust as amended from time to time (the
"Declaration"), these By-Laws or by the Investment Company Act of 1940 as
interpreted by the staff of the Securities and Exchange Commission, the Trust
shall not be required to hold an annual meeting of Shareholders unless the
Board of Trustees determines to hold an annual meeting. If the Board makes
such a determination, the annual meeting of Shareholders shall be held at such
date and time as may be designated from time to time by the Board for the
election of Trustees and the transaction of any business within the powers of
the Trust. Failure to hold an annual meeting at the designated time shall not,
however, invalidate the existence of the Trust nor affect otherwise valid acts
of the Trust.

Section 1.02. Special Meetings. Special meetings of the Shareholders may
be called any time by the Chairman of the Board of Trustees or the President,
or by a majority of the Board by vote at a meeting or in writing with or
without a meeting, or in writing by those shareholders holding a majority of
the outstanding Shares of beneficial interest of the Trust.

Section 1.03. Place of Meetings. Meetings of the Shareholders for the
election of Trustees shall be held at such place either within or without the
Commonwealth of Massachusetts as shall be designated from time to time by the
Board of Trustees and stated in the notice of the meeting. Meetings of
Shareholders for any other purpose may be held at such time and place, within
or without the Commonwealth of Massachusetts, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

Section 1.04. Notice of Meetings. Not less than ten days nor more than
90 days before the date of any Shareholders' meeting, the Secretary shall give
to each Shareholder entitled to vote at such meeting, written or printed notice
stating the time and place of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, either by mail or by
presenting it to the Shareholder personally or by leaving it at the
Shareholder's residence or usual place of business. If mailed, such notice
shall be deemed to be given when deposited in the United States mail addressed
to the

<PAGE> 3

Shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid. Notwithstanding the foregoing provision,
a waiver of notice in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting in person or by proxy,
shall be deemed equivalent to the giving of such notice to such persons. Any
meeting of Shareholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be given of any
such adjourned meeting other than by announcement at the meeting.

Section 1.05. Quorum. At any meeting of Shareholders the presence in
person or by proxy of Shareholders entitled to cast a majority of the votes
thereat shall constitute a quorum; but this Section shall not affect any
requirement under statute or under the Declaration for the vote necessary for
the adoption of any measure. In the absence of a quorum that Shareholders
present in person or by proxy, by majority vote and without notice, may adjourn
the meeting from time to time until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
called.

Section 1.06. Votes Required. A majority of the votes cast at a meeting
of Shareholders, duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless more than a majority of votes cast is required by
law or by the Declaration.

Section 1.07. Proxies. A Shareholder may vote the Shares owned of record
by him or her either in person or by proxy executed in writing by the
Shareholder or by the Shareholder's duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from its date, unless otherwise provided in
the proxy. Every proxy shall be in writing, subscribed by the Shareholder or
the Shareholder's duly authorized attorney, and dated, but need not be sealed,
witnessed or acknowledged.

Section 1.08. List of Shareholders. At each meeting of Shareholders, a
full, true and complete list in alphabetical order of all Shareholders entitled
to vote at such meeting, certifying the number of Shares held by each, shall be
made available by the Secretary.

Section 1.09. Voting. In all elections for Trustees every Shareholder
shall have the right to vote, in person or by proxy, the Shares owned of record
by the Shareholder, for as many persons as there are Trustees to be elected and
for whose election the Shareholder has a right to vote. At all meetings of
Shareholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions regarding the qualifications of
voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the Chairman of the meeting. If demanded by Shareholders,
present in person or by proxy, entitled to cast 10% in number of votes, or if
ordered by the Chairman, the vote upon election or question shall be taken by
ballot. Upon like demand or order, the voting shall be conducted by two
inspectors in which

<PAGE> 4

event the proxies and ballots shall be received, and all questions regarding
the qualifications of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided, by such inspectors. Unless so demanded or
ordered, no vote need be by ballot, and voting need not be conducted by
inspectors. Inspectors may be elected by the Shareholders at a meeting of
shareholders, to serve until the close of the next meeting of shareholders. In
case of a failure to elect inspectors, or in case an inspector shall fail to
attend, or refuse or be unable to serve, the Shareholders at any meeting may
choose an inspector or inspectors to act at such meeting, and in default or
such election the Chairman of the meeting may appoint an inspector or
inspectors.

Section 1.10. Action by Shareholders Other than at a Meeting. Any action
required or permitted to be taken at any meeting of Shareholders may be taken
without a meeting, if a consent in writing, setting forth such action, is
signed by all the Shareholders entitled to vote on the subject matter thereof
and any other Shareholders entitled to notice of a meeting of Shareholders (but
not to vote thereat) have waived in writing any rights which they may have to
dissent from such action, and such consent and waiver are filed with the
records of the Trust.

ARTICLE II

BOARD OF TRUSTEES

Section 2.01. Powers. The Board may exercise all the powers of the
Trust, except such as are by statute, the Declaration, or these By-Laws
conferred upon or reserved to the Shareholders. The Board shall keep full and
fair accounts of its transactions.

Section 2.02. Numbers of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees; provided, however, the number of Trustees shall in no
event be reduced to less than three by such an instrument. The tenure of
office of a Trustee shall not be affected by any decrease in the number of
Trustees made by the Board.

Section 2.03. Regular Meetings. After any meeting of Shareholders at
which a Board of Trustees shall have been elected, the Board so elected shall
meet as soon as practicable for the purpose of organization and the transaction
of other business. No notice of such first meeting shall be necessary if held
immediately after the adjournment, and at the site, of such meeting of
Shareholders. Other regular meetings of the Board shall be held on such dates
and at such places within or without the Commonwealth of Massachusetts as may
be designated from time to time by the Board.

Section 2.04. Special Meetings. Special meetings of the Board may be
called at any time by the Chairman of the Board, the President or the Secretary
of the Trust, or by a majority of the Board by vote at a meeting, or in writing
with or without a meeting. Such special meetings shall be held at such place
or places within or without the

<PAGE> 5

Commonwealth of Massachusetts as may be designation, such meetings shall be
held at such places as may be designated in the calls.

Section 2.05. Notice of Meetings. Except as provided in Section 2.03,
notice of the place, day and hour of every regular and special meeting of the
Board of Trustees shall be given to each Trustee two days (or more) before the
meeting, by delivering the same personally, or by sending the same by
telegraph, or by leaving the same at the Trustee's residence or usual place of
business, or, in the alternative, by mailing such notice three days (or more)
before the meeting, postage prepaid, and addressed to the Trustee at the
Trustee's last known business or residence post office address, according to
the records of the Trust. Unless required by these By-Laws or by resolution of
the Board, no notice of any meeting of the Board need state the business to be
transacted thereat. No notice of any meeting of the Board need by given to any
Trustee who attends, or to any Trustee who in writing executed and filed with
the records of the meeting either before or after the holding thereof, waives
such notice. Any meeting of the Board, regular or special, may adjourn from
time to time to reconvene at the same or some other place, and no notice need
be given of any such adjourned meeting other than by announcement at the
adjourned meeting.

Section 2.06. Quorum. At all meetings of the Board, one-third of the
entire Board (but in no event fewer than two Trustees) shall constitute a
quorum for the transaction of business. Except in cases in which it is by
statute, by the Declaration or by these By-Laws otherwise provided, the vote of
a majority of such quorum at a duly constituted meeting shall be sufficient to
elect and pass any measure. In the absence of a quorum, the Trustees present
by majority vote and without notice other than by announcement at the meeting
may adjourn the meeting from time to time until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 2.07. Compensation and Expenses. Trustees may, pursuant to
resolution of the Board, be paid fees for their services, which fees may
consist of an annual fee or retainer and/or fixed fee for attendance at
meetings. In addition, Trustees may in the same manner be reimbursed for
expenses incurred in connection with their attendance at meetings or otherwise
in performing their duties as Trustees. Members of committees may be allowed
like compensation and reimbursement. Nothing herein contained shall preclude
any Trustee from serving the Trust in any other capacity and receiving
compensation therefor.

Section 2.08. Action by Trustees Other than at a Meeting. Unless
otherwise required by law, any action required or permitted to be taken at any
meeting of the Board, or of any committee thereof, may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

<PAGE> 6

Section 2.09. Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of two or more of the Trustees. The Board may designate one or more
Trustees as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to
the extent provided in the resolution, shall have and may exercise the powers
of the Board in the management of the business and affairs of the Trust,
provided, however, that in the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required.

Section 2.10. Holding of Meetings by Conference Telephone Call. Any
regular or special meeting of the Board or any committee thereof, members
thereof may participate in such a meeting by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other. Unless otherwise required by law or regulations,
participation in a meeting pursuant to this section shall constitute presence
in person at such meeting.

ARTICLE III

OFFICERS

Section 3.01. Executive Officers. The Board of Trustees shall choose a
President and may choose a Chairman of the Board and a Vice Chairman of the
Board from among the Trustees, and shall choose a Secretary and a Treasurer who
need not be Trustees. The Board of Trustees shall designate as principal
executive officer of the Trust either the Chairman of the Board, the Vice
Chairman, or the President. The Board of Trustees may choose an Executive Vice
President, one or more Senior Vice Presidents, one or more Vice-Presidents, one
or more Assistant Secretaries and one or more Assistant Treasurers, none of
whom need be a Trustee. Any two or more of the above-mentioned offices, except
those of President and a Vice-President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity if such instrument be required by law, by the Declaration of Trust, by
the By-Laws or by resolution of the Board of Trustees to be executed by any two
or more officers. Each such officer shall hold office until his successor
shall have been duly chosen and qualified, or until he shall have resigned or
shall have been removed. Any vacancy in any of the above offices may be filled
for the unexpired portion of the term of the Board of Trustees at any regular
or special meeting.

<PAGE> 7

Section 3.02. Chairman and Vice Chairman of the Board. The Chairman of
the Board, if one be elected, shall preside at all meetings of the Board of
Trustees and of the Shareholders at which he is present. He shall have and may
exercise such powers as are, from time to time, assigned to him by the Board of
Trustees. The Vice Chairman of the Board, if one be elected, shall, when
present and in the absence of the Chairman of the Board, preside at all
meetings of the Shareholders and Trustees, and he shall perform such other
duties as may from time to time be assigned to him by the Board of Trustees or
as may be required by law.

Section 3.03. President. In the absence of the Chairman or Vice Chairman
of the Board, the President shall preside at all meetings of the Shareholders
and of the Board at which the President is present; and in general, shall
perform all duties incident to the office of a president of a Trust, and such
other duties, as from time to time, may be assigned to him by the Board.

Section 3.04. Vice Presidents. The Vice President or Vice Presidents,
including any Executive or Senior Vice Presidents, at the request of the
President, in the President's absence or during the President's inability or
refusal to act, shall perform the duties and exercise the function of the
President, and when so acting shall have the powers of the President. If there
be more than one Vice President, the Board may determine which one or more of
the Vice Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board, the President may
make such determination. The Vice President or Vice Presidents shall have such
other powers and perform such other duties as may be assigned by the Board, the
Chairman of the Board, or the President.

Section 3.05. Secretary and Assistant Secretaries. The Secretary shall:
keep the minutes of the meetings of Shareholders, of the Board and of any
committees, in books provided for that purpose; see that all notices are duly
given in accordance with the provisions of these By-Laws or as required by law;
be custodian of the records of the Trust; see that the seal of the Trust is
affixed to all documents the execution of which, on behalf of the Trust, under
its seal, is duly authorized, and when so affixed may attest the same; and in
general perform all duties incident to the office of a secretary of a Trust,
and such other duties as, from time to time, may be assigned to him by the
Board, the Chairman of the Board, or the President.

The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board, the President or the Chairman
of the Board, shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board may from time to time prescribe.

Section 3.06. Treasurer and Assistant Treasurers. The Treasurer shall:
have charge of and be responsible for all funds, securities, receipts and
disbursements of the Trust, all moneys or other valuable effects in such banks,
trust companies or other

<PAGE> 8

depositories as shall, from time to time, be selected by the Board in
accordance with Section 5.02 of these By-Laws; render to the President, the
Chairman of the Board and to the Board, whenever requested, an account of the
financial condition of the Trust; and in general, perform all the duties
incident to the office of a treasurer of a Trust, and such other duties as may
be assigned to him by the Board, the President or the Chairman of the Board.

The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board, the President, or the Chairman
of the Board shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform other duties and have such other
powers as the Board may from time to time prescribe.

Section 3.07. Subordinate Officers. The Board may from time to time
appoint such subordinate officers as it may deem desirable. Each such officer
shall hold office for such period and perform such duties as the Board, the
President or the Chairman of the Board may prescribe. The Board may, from time
to time, authorize any committee or officer to appoint and remove subordinate
officers and prescribe the duties thereof.

Section 3.08. Removal. Any officer or agent of the Trust may be removed
by the Board whenever, in its judgment, the best interests of the Trust will be
served thereby, but such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.

ARTICLE IV

SHARES OF BENEFICIAL INTEREST

Section 4.01. Certificates. The Trust does not presently intend to issue
certificates for shares of beneficial interest. If, however, the Board
authorizes the issuance of certificates representing shares of beneficial
interest, such certificates shall be signed by the President, the Chairman of
the Board or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and sealed with
the seal of the Trust. The signatures may be either manual or facsimile
signatures and the seal may be either facsimile or any other form of seal. In
no event shall certificates be issued for fractional shares. Such certificates
shall be in such form, not inconsistent with law or with the Declaration, as
shall be approved by the Board. In case any officer of the Trust who has
signed any certificate ceases to be an officer of the Trust, whether because of
death, resignation or otherwise, before such certificate is issued, the
certificate may nevertheless be issued and delivered by the Trust as if the
officer had not ceased to be such officer as of the date of its issue.
Certificates need not be issued except to Shareholders who request such
issuance in writing.

<PAGE> 9

The Board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Trust
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,
the Board may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or representative, to advertise
the same in such manner as it shall require and/or to give the Trust a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Trust with respect to the certificates alleged to have been lost,
stolen or destroyed.

Section 4.02. Record Dates. The Board is hereby empowered to fix, in
advance, a date as the record date for the purpose of determining Shareholders
entitled to notice of, or vote at, any meeting of Shareholders, or Shareholders
entitled to receive payment of any dividend, capital gains distribution or the
allotment of any rights, or in order to make a determination of Shareholders
for any other proper purpose. Such date in any case shall be not more than 60
days, and in case of a meeting of Shareholders, not less than ten days, prior
to the date on which the particular action, requiring such determination of
Shareholders, is to be taken.

ARTICLE V

GENERAL PROVISIONS

Section 5.01. Checks. All checks or demands for money and notes of the
Trust shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.

Section 5.02. Custodian. All Securities and cash of the Trust shall be
placed in the custody of a bank or trust company ("Custodian") having
(according to its last published report) not less than $2,000,000 aggregate
capital, surplus and undivided profits, provided such a Custodian can be found
ready and willing to act (or maintained in such other manner as is consistent
with Section 17(f) of the Investment Company Act of 1940 and the rules and
regulations promulgated thereunder). The Trust shall enter into a written
contract with the Custodian regarding the powers, duties and compensation of
the Custodian with respect to the cash and Securities of the Trust held by the
Board of Trustees of the Trust. The Trust shall, upon the resignation or
inability to serve of the Custodian, use its best efforts to obtain a successor
Custodian; require that the cash and securities owned by the Trust be delivered
directly to the successor Custodian; and in the event that no successor
Custodian can be found, submit to the Shareholders, before permitting delivery
of the cash and securities owned by the Trust to other than a successor
Custodian, the question whether or not the Trust shall be liquidated or shall
function without a Custodian.

The Trustees may direct the Custodian to deposit all or any part of the
securities owned by the Trust in a system for the central handling of
securities established by a

<PAGE> 10

national securities exchange or a national securities association registered
with the Securities and Exchange Commission, or otherwise in accordance with
applicable law, pursuant to which system all securities of any particular class
or series of any issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical delivery of
such securities, provided that all such deposits shall be subject to withdrawal
only upon the order of the Trust.

The Trustees may direct the Custodian to accept written receipts or other
written evidence indicating purchases of securities held in book-entry form in
the Federal Reserve System in accordance with regulations promulgated by the
Board of Governors of the Federal Reserve System and the local Federal Reserve
Banks in lieu of receipt of certificates representing such securities.

Section 5.03. Bonds. The Board may require any officer, agent or
employee of the Trust to give a bond to the Trust, conditioned upon the
faithful discharge of such person's duties, with one or more sureties and in
such amount as may be satisfactory to the Board.

Section 5.04. Inspection of Records. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
Shareholders of a Massachusetts business corporation.

Section 5.05. Representation of Shares. Any officer of the Trust is
authorized to vote, represent and exercise any and all rights incident to any
Shares of any corporation or other business enterprise owned by the Trust.

Section 5.06. Offices of the Trust. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the city of Boston, County of Suffolk. The principal executive office of the
Trust is hereby fixed and located at 5901 Executive Drive, Lansing, Michigan,
48911. The Trustees are granted full power and authority to change from time
to time the respective locations of said principal and principal executive
offices. Any such change shall be noted in the By-Laws opposite this Section,
or this Section may be amended to state the new location. Branch or
subordinate offices may be established at any time by the Trustees at any place
or places.

ARTICLE VI

INDEMNIFICATION

The Trust shall provide any indemnification required by applicable law and
shall indemnify Trustees, officers, agents and employees as follows:

(a) The Trust shall indemnify any Trustee or officer of the Trust who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other

<PAGE> 11

than action by or in the right of the Trust) by reason of the fact that such
person is or was such Trustee or officer or an employee or agent of the Trust,
or is or was serving at the request of the Trust as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided he or she
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not reasonably believe his or her actions to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such person's conduct was lawful.

(b) The Trust shall indemnify any Trustee or officer of the Trust who was
or is a party or is threatened, pending or completed action or suit by or in
the right of the Trust to procure a judgment in its favor by reason of the fact
that such person is or was such Trustee or officer or an employee or agent of
the Trust, or is or was serving at the request of the Trust as a director,
officer, employee or agent of another corporation, partnership, joint venture,
Trust or other enterprise, against expenses (including attorneys' fees),
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Trust, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of such person's
duty to the Trust unless and only to the extent that the court in which such
action or suit was brought, or any other court having jurisdiction in the
premises, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

(c) To the extent that a Trustee or officer of the Trust has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subparagraphs (a) or (b) above or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith, without the necessity for the determination as
to the standard of conduct as provided in subparagraph (d).

(d) Any indemnification under subparagraph (a) or (b) (unless ordered by a
court) shall be made by the Trust only as authorized in the specific case upon
a determination that indemnification of the Trustee or officer is proper in
view of the standard of conduct set forth in subparagraph (a) or (b). Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of Trustees who were disinterested and not parties to such action,
suit or proceedings, or (ii) if such a quorum of

<PAGE> 12

disinterested Trustees so directs, by independent legal counsel in a written
opinion; and any determination so made shall be conclusive and binding upon all
parties.

(e) Expenses incurred in defending a civil or criminal action, writ or
proceeding may be paid by the Trust in advance of the final disposition of such
action, suit or proceeding, as authorized in the particular case, upon receipt
of an undertaking by or on behalf of the Trustee or officer to repay such
amount unless it shall ultimately be determined that such person is entitled to
be indemnified by the Trust as authorized herein. Such determination must be
made by disinterested Trustees or independent legal counsel. Prior to any
payment being made pursuant to this paragraph, a majority of the disinterested,
non-party Trustees of the Trust, or an independent legal counsel in a written
opinion, shall determine, based on a review of readily available facts that
there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.

(f) Agents and employees of the Trust who are not Trustees or officers of
the Trust may be indemnified under the same standards and procedures set forth
above, in the discretion of the Board.

(g) Any indemnification pursuant to this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled and
shall continue as to a person who has ceased to be a Trustee or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

(h) Nothing in the Declaration or in these By-Laws shall be deemed to
protect any Trustee or officer of the Trust against any liability to the Trust
or to its Shareholders to which such person would otherwise be subject by
reason of willful malfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office.

(i) The Trust shall have the power to purchase and maintain insurance on
behalf of any person against any liability asserted against or incurred by such
person, whether or not the Trust would have the power to indemnify such person
against such liability under the provisions of this Article. Nevertheless,
insurance will not be purchased or maintained by the Trust if the purchase or
maintenance of such insurance would result in the indemnification of any person
in contravention of any rule or regulation and/or interpretation of the
Securities and Exchange Commission.

ARTICLE VII

AMENDMENT OF BY-LAWS

These By-Laws of the Trust may be altered, amended, added to or repealed
by a majority of the Shareholders or by majority vote of the entire Board.

<PAGE> 13
<TABLE>
<CAPTION>
Section and Title Page
- ----------------- ----
<S> <C> <C>
Article I SHAREHOLDERS 1

1.01 Annual Meetings 1
1.02 Special Meetings 1
1.03 Place of Meetings 1
1.04 Notice of Meetings 1
1.05 Quorum 2
1.06 Votes Required 2
1.07 Proxies 2
1.08 List of Shareholders 2
1.09 Voting 2
1.10 Action by a Shareholders Other than at a Meeting 3

Article II BOARD OF TRUSTEES 3

2.01 Powers 3
2.02 Number of Trustees 3
2.03 Regular Meetings 3
2.04 Special Meetings 4
2.05 Notice of Meetings 4
2.06 Quorum 4
2.07 Compensation and Expenses 5
2.08 Action by Trustees Other than at a Meeting 5
2.09 Committees 5
2.10 Holding of Meetings by Conference Telephone Call 5

Article III OFFICERS 6

3.01 Executive Officers 6
3.02 Chairman and Vice Chairman of the Board 6
3.03 President 6
3.04 Vice Presidents 6
3.05 Secretary and Assistant Secretaries 7
3.06 Treasurer and Assistant Treasurers 7
3.07 Subordinate Officers 7
3.08 Removal 8

Article IV SHARES OF BENEFICIAL INTEREST 8

4.01 Certificates 8
4.02 Record Dates 8
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C>
Article V GENERAL PROVISIONS 9

5.01 Checks 9
5.02 Custodian 9
5.03 Bonds 10
5.04 Inspection of Records 10
5.05 Representation of Shares 10
5.06 Offices of the Trust 10

Article VI INDEMNIFICATION 10

Article VII AMENDMENT OF BY-LAWS 13
</TABLE>

<PAGE> 1
EX-99.B5-invmgt

AMENDED
INVESTMENT ADVISORY
AND
MANAGEMENT AGREEMENT

THIS AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of
August 17, 1995 between JNL Series Trust, a Massachusetts business trust (the
"Trust") and Jackson National Financial Services, Inc., a Delaware corporation
(the "Adviser").

WHEREAS, the Trust on behalf of each of its investment series to retain
Adviser to perform investment advisory and management services of the JNL
Capital Growth Series, JNL Aggressive Growth Series, JNL Global Equities
Series, JNL/Alger Growth Series, JNL/Phoenix Investment Counsel Balanced
Series, JNL/Phoenix Investment Counsel Growth Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL Mid-Cap Growth Series, T. Rowe
Price/JNL International Equity Investment Series, Salomon Brothers/JNL U.S.
Government & Quality Bond Series, Salomon Brothers/JNL Global Bond Series, PPM
America/JNL Value Equity Series, PPM America/JNL Money Market Series, and PPM
America/JNL High Yield Bond Series, on the terms and conditions set forth
herein; and

WHEREAS, the Adviser agrees to serve as the investment adviser and
business manager for each of the above investment series of the Trust on the
terms and conditions set forth herein;

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. SERIES

The Trust is authorized to issue shares in several separate investment
series, with each series representing interests to a separate pool of
securities and other assets (each series is hereinafter referred to as a
"Series"), and currently offers shares of 14 such Series, which are JNL Capital
Growth Series, JNL Aggressive Growth Series, JNL Global Equities Series,
JNL/Alger Growth Series, JNL/Phoenix Investment Counsel Balanced Series,
JNL/Phoenix Investment Counsel Growth Series, T. Rowe Price/JNL Established
Growth Series, T. Rowe Price/JNL Mid-Cap Growth Series, T. Rowe Price/JNL
International Equity Investment Series, Salomon Brothers/JNL U.S. Government &
Quality Bond Series, Salomon Brothers/JNL Global Bond Series, PPM America/JNL
Value Equity Series, PPM America/JNL Money Market Series, and PPM America/JNL
High Yield Bond Series. It is recognized that additional Series may be added
or current Series may be deleted in the future.

2. DUTIES

The Adviser shall manage the affairs of the Trust including, but not
limited to, continuously providing the Trust with investment advice and
business management, including investment research, advice and supervision,
determining which securities shall be purchased or

<PAGE> 2

sold by each Series of the Trust, effecting purchases and sales of securities
on behalf of each Series (and determining how voting and other rights with
respect to securities owned by each Series shall be exercised.) The management
of the Series by the Adviser shall be subject to the control of the Trustees of
the Trust (the "Trustees) and in accordance with the objectives, policies and
principles for each Series set forth in the Trust's Registration Statement and
its current Prospectus and Statement of Additional Information, as amended from
time to time, the requirements of the Investment Company Act of 1940, as
amended (the "Act") and other applicable law, as well as to the factors
affecting the Trust's status as a regulated investment company under the
Internal Revenue Code of 1986, as amended, (the "Code") and the regulations
thereunder and the status of variable contracts under the diversification
requirements set forth in Section 817(h) of the Code and the regulations
thereunder. In performing such duties, the Adviser shall (i) provide such
office space, bookkeeping, accounting, clerical, secretarial, and
administrative services (exclusive of, and in addition to, any such service
provided by any others retained by the Trust or any of its Series) and such
executive and other personnel as shall be necessary for the operations of each
Series, (ii) be responsible for the financial and accounting records required
to be maintained by each Series (including those maintained by the Trust's
custodian), and (iii) oversee the performance of services provided to each
Series by others, including the custodian, transfer agent, shareholder
servicing agent and sub-adviser, if any. The Trust acknowledges that the
Adviser also acts as the investment adviser of other investment companies.

With respect to the PPM America/JNL Money Market Series, the Adviser
hereby accepts the responsibilities for making the determinations required by
Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are
delegable by the Trustees pursuant to Paragraph (e) of such Rule, to the extent
that the Trustees may hereinafter delegate such responsibilities to the
Adviser.

The Adviser may delegate certain of its duties under this Agreement with
respect to a Series to a sub-adviser or sub-advisers, subject to the approval
of the Trustees and a Series' shareholders, as required by the Act. The
Adviser is solely responsible for payment of any fees or other charges arising
from such delegation and the Trust shall have no liability therefore.

To the extent required by the laws of any state in which the Trust is
subject to an expense guarantee limitation, if the aggregate expenses of any
Series in any fiscal year exceed the specified expense limitation ratios for
that year (calculated on a daily basis), Adviser agrees to waive such portion
of its advisory fee in excess of the limitations, but such waiver shall not
exceed the full amount of the advisory fee for such year except as may be
elected by Adviser in its discretion. For this purpose, aggregate expenses for
a Series shall include the compensation of Adviser and all other normal
expenses and charges, but shall exclude interest, taxes, brokerage fees on
Series transactions, fees and expenses incurred in connection with the
distribution of Trust shares, and extraordinary expenses including litigation
expenses. In the event any amounts are so contributed by Adviser to the Trust,
the Trust agrees to reimburse Adviser, provided that such reimbursement does
not result in increasing the Trust's aggregate expenses above the
aforementioned expense limitation ratios.

3. EXPENSES

The Adviser shall pay all of its expenses arising from the performance of
its obligations under this Agreement and shall pay any salaries, fees, and
expenses of the Trustees and any

<PAGE> 3

officers of the Trust who are employees of the Adviser. The Adviser shall not
be required to pay any other expenses of the Trust, including, but not limited
to, direct charges relating to the purchase and sale of Series securities,
interest charges, fees and expenses of independent attorneys and auditors,
taxes and governmental fees, cost of stock certificates and any other expenses
(including clerical expenses) of issue, sale repurchase or redemption of
shares, expenses of registering and qualifying shares for sale, expenses of
printing and distributing reports and notices to shareholders, expenses of data
processing and related services, shareholder recordkeeping and shareholder
account service, expenses of printing and filing reports and other documents
filed with governmental agencies, expenses of printing and distributing
Prospectuses, fees and disbursements of transfer agents and custodians,
expenses of disbursing dividends and distributions, fees and expenses of
Trustees who are not employees of the Adviser or its affiliates, membership
dues in the investment company trade association, insurance premiums and
extraordinary expenses such as litigation expenses.

4. COMPENSATION

As compensation for services performed and the facilities and personnel
provided by the Adviser under this 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:

<TABLE>
<CAPTION>
$0 to $50 to $150 to $300 to Over
$50M $150M $300M $500M $500M
<S> <C> <C> <C> <C> <C>
(*M - MILLION)
JNL Capital Growth Series .95% .95% .90% .85% .85%
JNL Aggressive 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 Value Equity Series .75% .70% .675% .65% .625%
PPM America/JNL Money Market Series .60% .60% .575% .55% .525%
PPM America/JNL High Yield Bond 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%
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
$0 to $50 to $150 to $300 to Over
$50M $150M $300M $500M $500M
<S> <C> <C> <C> <C> <C>
T. Rowe Price/JNL Established
Growth Series .85% .85% .80% .80% .80%
T. Rowe Price/JNL Mid-Cap Growth Series .95% .95% .90% .90% .90%
T. Rowe Price/JNL International Equity
Investment Series 1.10% 1.05% 1.00% .95% .90%
</TABLE>

The Adviser's fee shall be accrued daily at 1/365th (1/366 in leap years)
of the applicable annual rate set forth above. For the purposes of accruing
compensation, the net assets of the Series shall be determined in the manner
and on the dates set forth in the Prospectus of the Trust and, on days on which
the net assets are not determined, the net asset figure to be used shall be as
determined on the last preceding day on which the net assets shall have been
determined.

Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to
the proportion which such period bears to the full month.

5. PURCHASE AND SALE OF SECURITIES

The Adviser shall purchase securities from or through and sell securities
to or through such persons, brokers or dealers as the Adviser shall deem
appropriate to carry out the policies with respect to Series transactions as
set forth in the Trust's Registration Statement and its current Prospectus or
Statement of Additional Information, as amended from time to time, or as the
Trustees may direct from time to time.

Nothing herein shall prohibit the Trustees from approving the payment by
the Trust of additional compensation to others for consulting services,
supplemental research and security, and economic analysis.

6. TERM OF AGREEMENT

This Agreement shall continue in full force and effect with respect to
each Series of the Trust from the later of the effective date of the
Registration Statement under the Securities Act of 1933 for the variable
annuity contracts funded in Jackson National Separate Account - I or the date
the contract is approved by the shareholders of such Series as required by the
Act. If approved by the affirmative vote of a majority of the outstanding
voting securities (as defined by the Act) of a Series with respect to such
Series, voting separately from any other Series of the Trust, this Agreement
shall continue in full force and effect with respect to such Series for two
years from the date thereof and thereafter from year to year provided such
continuance is approved at least annually (i) by the Trustees by vote cast in
person at a meeting called for the purpose of voting on such renewal, or by the
vote of a majority of the outstanding voting securities (as defined by the Act)
of such Series with respect to which renewal is to be effected,

<PAGE> 5

and (ii) by a majority of the non-interested Trustees by vote cast in person at
a meeting called for the purpose of voting on such renewal. Any approval of
this Agreement or the renewal thereof with respect to a Series by the vote of a
majority of the outstanding voting securities of that Series, or by the
Trustees of the Trust which shall include a majority of the non-interested
Trustees, shall be effective to continue this Agreement with respect to that
Series notwithstanding (a) that this Agreement or the renewal thereof has not
been so approved as to any other Series, or (b) that this Agreement or the
renewal thereof has not been so approved by the vote of a majority of the
outstanding voting securities of the Trust as a whole.

7. TERMINATION

This Agreement may be terminated at any time as to a Series, without
payment of any penalty, by the Trustees or by the vote of a majority of the
outstanding voting securities (as defined in the Act) of such Series on sixty
(60) days' written notice to the Adviser. Similarly, the Adviser may terminate
this Agreement without penalty on like notice to the Trust provided, however,
that this Agreement may not be terminated by the Adviser unless another
investment advisory agreement has been approved by the Trust in accordance with
the Act, or after six months' written notice, whichever is earlier. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the Act).

8. REPORTS

The Adviser shall report to the Trustees, or to any committee or officers
of the Trust acting pursuant to the authority of the Trustees, at such times
and in such detail as shall be reasonable and as the Trustees may deem
appropriate in order to enable the Trustees to determine that the investment
policies of each Series are being observed and implemented and that the
obligations of the Adviser under this Agreement are being fulfilled. Any
investment program undertaken by the Adviser pursuant to this Agreement and any
other activities undertaken by the Adviser on behalf of the Trust shall at all
times be subject to any directives of the Trustees or any duly constituted
committee or officer of the Trust acting pursuant to the authority of the
Trustees.

The Adviser shall furnish all such information as may reasonably be
necessary for the Trustees to evaluate the terms of this Agreement.

9. RECORDS

The Trust is responsible for maintaining and preserving for such period or
periods as the Securities and Exchange Commission may prescribe by rules and
regulations, such accounts, books and other documents that constitute the
records forming the basis for all reports, including financial statements
required to be filed pursuant to the Act and for the Trust's auditor's
certification relating thereto. The Trust and the Adviser agree that in
furtherance of the recordkeeping responsibilities of the Trust under Section 31
of the Act and the rules thereunder, the Adviser will maintain records and
ledgers and will preserve such records in the form and for the period
prescribed in Rule 31a-2 of the Act for each Series.

The Adviser and the Trust agree that all accounts, books and other records
maintained and preserved by each as required hereby shall be subject to any
time, and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange

<PAGE> 6

Commission, the Trust's auditors, the Trust or any representative of the Trust,
or any governmental agency or other instrumentality having regulatory authority
over the Trust. It is expressly understood and agreed that the books and
records maintained by the Adviser on behalf of each Series shall, at all times,
remain the property of the Trust.

10. LIABILITY AND INDEMNIFICATION

In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties ("disabling conduct") hereunder on
the part of the Adviser (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity affiliated
with Adviser), Adviser shall not be subject to liability to the Trust or to any
shareholder of the Trust for any act or omission in the course of, or connected
with, rendering services hereunder including, without limitation, any error of
judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which this Agreement relates, except to the
extent specified in Section 36(b) of the Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services. Except for such disabling conduct or liability incurred under
Section 36(b) of the Act, the Trust shall indemnify Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with Adviser) from any liability arising from
Adviser's conduct under this Agreement.

Indemnification to Adviser or any of its personnel or affiliates shall be
made when (i) a final decision on the merits is rendered by a court or other
body before whom the proceeding was brought, that the person to be indemnified
was not liable by reason of disabling conduct or Section 36(b) or, (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct, by (a) the vote of a majority of a quorum of Trustees who
are neither "interested persons" of the Trust as defined in Section 2(a)(19) of
the Act nor parties to the proceeding ("disinterested, non-party Trustees"), or
(b) an independent legal counsel in a written opinion. The Trust may, be vote
of a majority of the disinterested, non-party Trustees, advance attorneys' fees
or other expenses incurred by officers, Trustees, investment advisers or
principal underwriters, in defending a proceeding upon the undertaking by or on
behalf of the person to be indemnified to repay the advance unless it is
ultimately determined that such person is entitled to indemnification. Such
advance shall be subject to at least one of the following: (1) the person to
be indemnified shall provide a security for the undertaking, (2) the Trust
shall be insured against losses arising by reason of any lawful advances, or
(3) a majority of a quorum of the disinterested, non-party Trustees, or an
independent legal counsel in a written opinion shall determine, based on a
review of readily available facts, that there is reason to believe that the
person to be indemnified ultimately will be found entitled to indemnification.

<PAGE> 7

11. MISCELLANEOUS

Anything herein to the contrary notwithstanding, this Agreement shall not
e construed to require, or to impose any duty upon either of the parties, to do
anything in violation of any applicable laws or regulations.

A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees, and is not binding upon
any of the Trustees, officers, or shareholders of the Trust individually but
binding only upon the assets and property of the Trust. With respect to any
claim by the Adviser for recovery of that portion of the investment management
fee (or any other liability of the Trust arising hereunder) allocated to a
particular Series, whether in accordance with the express terms hereof or
otherwise, the Adviser shall have recourse solely against the assets of that
Series to satisfy such claim and shall have no recourse against the asset of
any other Series for such purpose.

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: /s/ John A. Knutson
--------------------------
John A. Knutson

Its: President & Chief Executive Officer

JACKSON NATIONAL FINANCIAL SERVICES, INC.

By: /s/ Larry C. Jordan
---------------------------
Larry C. Jordan

Its: Chief Operating Officer, Treasurer
& Asst. Secretary
----------------------------------

<PAGE> 1
EX-99.B5-alger

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 August 16, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and FRED ALGER MANAGEMENT, INC., a New York
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;

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

<PAGE> 2

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 Fred Alger & Company, Inc., the parent of the
Sub-Adviser. 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
offered by two or more brokes or dealers are comparable Sub-Advisory
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. In no instance will

<PAGE> 3

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;

h) will receive the research and recommendations of Adviser with
respect to the investment and reinvestment of the assets of the
Fund; and

i) 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

3
<PAGE> 4

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, in accordance with
Schedule B hereto. From time to time, the Sub-Adviser may agree to waive
or reduce some or all of the compensation to which it is entitled under
this Agreement.

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.
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. Adviser will not take any action against
Sub-Adviser, or its officers, directors, employees, agents or affiliates,
to hold Sub-Adviser, or its officers, directors, employees, agents or
affiliates, liable 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 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

<PAGE> 5

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, Adviser, or 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 delimit 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 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.

<PAGE> 6

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: /s/ John A. Knutson
--------------------------
Name: John A. Knutson
-------------------------
Title: President
-------------------------

FRED ALGER MANAGEMENT, INC.

By: /s/ Gregory S. Duch
------------------------
Name: Gregory S. Duch
------------------------
Title: Executive Vice President
------------------------

<PAGE> 7

SCHEDULE A
(Funds)

JNL/ALGER GROWTH SERIES

<PAGE> 8

SCHEDULE B
(Compensation)

JNL/ALGER GROWTH SERIES

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
- ------------------------ -----------
<S> <C>
$0 to $50 Million: .55%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .55%
$300 Million to $500 Million: .50%
Amounts over $500 Million: .45%
</TABLE>

<PAGE> 1
EX-99.B5-janus

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

AGREEMENT executed as of February 28, 1995, 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 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 (each a "Fund" and collectively the "Funds").

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 Funds 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 and Information.

(a) Adviser has furnished Sub-Adviser with
copies properly certified or authenticated of
each of the following:

(i) 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");

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

<PAGE> 2

(iii) resolutions of the Trust's Board of
Trustees authorizing the appointment of
Sub-Adviser and approving this Agreement
and resolutions of the Trust's Board of
Trustees which may affect the duties of
Adviser or Sub-Adviser;

(iv) 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;

(v) 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
relateto the Funds (the "Registration
Statement");

(vi) the Trust's most recent prospectus
and Statement of Additional Information
for the Funds (collectively called the
"Prospectus"); and

(vii) a copy of the Trust's agreement with
the Custodian (the "Custodian") designated
to hold the assets in the Trust and any
modification to such agreement (the
"Custody Agreement"). The Funds' assets
shall be maintained in the custody of the
Custodian and in accordance with the
Custody Agreement. Any assets added to
the Funds shall be delivered directly to
the Custodian. Sub-Adviser shall have no
liability for the acts or omissions of the
Custodian.

(b) Adviser also will furnish the Sub-Adviser
from time to time with the following:

(I) copies of all amendments of or
supplements to the documents set forth in
Section 2(a) above, before or at the time
the amendments or supplements become
effective;

(ii) timely information regarding such
matters as the composition of assets in the
Funds, cash

<PAGE> 3
requirements and cash available for
investment in the Funds, and any
information as may be reasonably necessary
for Sub-Adviser to perform its responsibilities
in connection with this Agreement, including
without limitation, information relating to
Adviser's liquidity procedures, cross-trade
procedures and any other procedures;

(iii) certified copies of any financial
statements or reports prepared for the
Trust, including the Funds, by certified
or independent public accountants, and
copies of any financial statements or
reports made by the Funds to their
shareholders or to any governmental body
or securities exchange; and

(iv) any further materials or information
which Sub-Adviser may reasonably request
to enable it to perform its functions
under this Agreement.

3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will have exclusive authority to furnish
an investment program in respect of, and to make investment decisions for, all
assets of the Funds and without prior consultation with the Adviser, to buy,
sell, lend, and otherwise trade in any stocks, bonds, and other securities and
investment instruments on behalf of the Funds, and except as otherwise provided
in this Agreement, without regard to the length of time the securities and
investment instruments have been held and the resulting rate of portfolio
turnover or any tax considerations. Subject to the investment objectives,
policies, and restrictions concerning the Funds set forth in the Declaration of
Trust and By-Laws and in the Registration Statement, the Funds may be invested
in such proportions of stocks, bonds, other securities or investment
instruments, or cash as Sub-Adviser shall determine. In the performance of its
duties, Sub-Adviser will monitor the Funds' 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 Funds. Sub-Adviser and Adviser will each be available to the other from
time to time at reasonable times to review investment policies of the Funds and
to consult with each other regarding the investment affairs of the Funds.
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 Funds.

Sub-Adviser represents the following:

3
<PAGE> 4

(a) Sub-Adviser is a corporation duly organized,
validly existing and in good standing as a
corporation under the laws of the State of
Colorado.

(b) Sub-Adviser has all requisite corporate
power and authority under the laws of Colorado
and federal securities laws to execute, deliver,
and perform this Agreement.

(c) All necessary corporate proceedings of
Sub-Adviser have been duly taken to authorize
the execution, delivery and performance of this
Agreement by Sub-Adviser.

(d) Sub-Adviser is a registered investment
adviser under the Investment Adviser's Act of
1940.

(e) Sub-Adviser will conform with all applicable
Rules and Regulations of the Securities and
Exchange Commission in all material respects.

(f) Sub-Adviser will place orders pursuant to
its investment determinations for the Funds
either directly with the issuer or with any
broker or dealer selected by Sub-Adviser.
Purchase or sell orders for the Funds may be
aggregated with contemporaneous purchase or sell
orders of other clients of Sub-Adviser. 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,
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. Sub-Adviser
may pay a broker or dealer a commission for
effecting a securities transaction in excess of
the commission or dealer spread another broker
or dealer would have charged for effecting that
transaction if Sub-Adviser determines in good
faith that such commission was reasonable in
relation to the value of the brokerage and
research products and/or services provided by
such broker or dealer. This determination, with
respect to brokerage and research services or
products, may be viewed in terms of either that
particular transaction or the overall
responsibilities which Sub-Adviser and its
affiliates have with respect to the funds

<PAGE> 5

and to accounts over which they exercise investment
discretion, and not all such services or products
may be used by Sub-Adviser in managing the Funds.
Portfolio securities may be purchased from or sold
to the Adviser, Sub-Adviser or any affiliated person
of either the Trust, Adviser, or Sub-Adviser, as may
be permitted under the 1940 Act.

(g) Sub-Adviser will report regularly to Adviser
and to the Board of Trustees and will be
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 Funds, including, without
limitation, review of the general investment
strategies of the Funds, the performance of the
Funds 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.

(h) Sub-Adviser will prepare and maintain such
books and records with respect to the Funds'
securities transactions and will furnish Adviser
and Trust's Board of Trustees such periodic and
special reports as may be mutually agreed upon.
The preparation and filing of Schedule 13G and
Form 13F on behalf of the Funds shall be the
responsibility of Sub-Adviser.

(i) Sub-Adviser will treat confidentially and as
proprietary information of Trust all such
records and other information relative to 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
penalties or contempt proceedings for failure to
comply, when requested to divulge such
information by duly constituted authorities, or
when so requested by Trust; and

(j) Sub-Adviser will vote proxies received in
connection with securities held by the Funds.

<PAGE> 6

4. Representations of Adviser. Adviser represents the following:

(a) Adviser is a corporation duly organized,
validly existing, and in good standing as a
corporation under the laws of Delaware.

(b) Adviser has all requisite corporate power
and authority under the laws of Delaware and
under federal securities laws to execute,
deliver and perform this Agreement.

(c) All necessary corporate proceedings of
Adviser and the Funds have been duly taken to
authorize the execution, delivery and performance
of this Agreement by Adviser.

(d) Adviser is a registered investment adviser
under the Investment Adviser's Act of 1940.

(e) Adviser has received a copy of Sub-Adviser's
most recent Form ADV as filed with the SEC.

5. Confidentiality and Proprietary Rights. Adviser will not directly,
or indirectly, and will not permit its employees, officers, directors, agents,
contractors, and the Funds to, in any form or by any means, use, disclose, or
furnish, to any person or entity, records or information concerning the
business of Sub-Adviser, except as necessary for the performance of its duties
under this Agreement or its Investment Management Agreement with the Trust.
Sub-Adviser is the sole owner of the name and mark "Janus." Adviser shall not,
and shall use its best efforts to cause the Funds not to, without prior written
consent of Sub-Adviser, use the name and mark "Janus" or make representations
regarding the Sub-Adviser or its affiliates. Upon termination of this Agreement
for any reason, Investment Manager shall immediately cease, and shall use its
best efforts to cause the Funds to immediately cease, all use of any Janus
mark.

6. Expenses. Adviser shall assume and pay all its organizational,
operational, and business expenses not specifically assumed or agreed to be
paid by Sub-Adviser pursuant to this Agreement, including, without limitation,
(a) interest and taxes; (b) brokerage commissions and other costs in connection
with the purchase or sale of securities or other investment instruments with
respect to the Funds; and (c) custodian fees and expenses. Any reimbursement
of advisory fees required by any expense limitation provision and any liability
arising out of a violation of Section 36(b) of the 1940 Act shall be the sole
responsibility of Adviser. Adviser and Sub-Adviser shall not be considered as
partners or participants in a joint venture. Sub-Adviser will pay its own
expenses for the services to be provided pursuant to this Agreement to the
extent not assumed by Adviser above, and will not be obligated to pay any
expenses of Adviser, the Trust,

<PAGE> 7

or the Funds. Subject to the foregoing, during the term of this Agreement,
Sub-Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement.

7. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
maintained and preserved pursuant to the provisions of Rules 31a-1 and 31a-2
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
Sub-Adviser under the 1940 Act.

8. 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 therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto.

9. 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 Funds and one or more other investment advisory clients of Sub-Adviser have
available funds for investment, investments selected for each will be allocated
in a manner believed by Sub-Adviser to be equitable to each. 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(s) 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.

This Agreement shall not in any way limit or restrict Sub-Adviser, its
affiliates, or any of its directors, officers, employees, or agents from
buying, selling, or trading any securities or other investment instruments for
its or their own account or for the account of others for whom it or they may
be acting. Sub-Adviser shall for purposes of this Agreement be deemed to be an
independent contractor and shall, unless otherwise provided or authorized, have
no authority to act for or represent the Funds or Adviser in any way or
otherwise be deemed an agent of the Funds or Adviser other than in furtherance
of its duties and responsibilities set forth in this Agreement. Sub-Adviser
shall not be subject to any written code of ethics adopted pursuant to Rule
17j-1(b) of the 1940 Act, unless such code is specifically adopted by
Sub-Adviser.

<PAGE> 8

10. Limitation of Liability. Except as may otherwise be provided by
federal securities laws, Adviser will not take any action against Sub-Adviser
to hold Sub-Adviser liable 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 Agreement, including, without limitation, any
loss in connection with pricing, 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.

Adviser and the Funds shall hold harmless and indemnify Sub-Adviser for
any loss, liability, cost, damage, or expense (including reasonable attorneys'
fees and costs) relating to the Funds arising from any claim or demand by any
past or present shareholder of the Funds that is not based upon the activities
provided by Sub-Adviser pursuant to this Agreement. Adviser acknowledges and
agrees that Sub-Adviser makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved
by the Funds or that the Funds will perform comparably with any standard or
index, including other clients of Sub-Adviser, whether public or private.

11. 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.

12. Duration and Termination. This Agreement will become effective upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.

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 in the manner required
by the 1940 Act and the rules and regulations thereunder. 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 to Sub-Adviser by the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of such Fund. This Agreement may also be terminated as to a Fund at
any time, without the payment of any penalty, on ninety days' written notice by
the Adviser or 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.)

13. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated, except as required by applicable
law, and only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.

<PAGE> 9

14. 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.

15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit 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 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 Trust.

<PAGE> 10

16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the substantive 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: /s/ John A. Knutson
------------------------------
Name: John A. Knutson
------------------------------
Title: President
------------------------------

JANUS CAPITAL CORPORATION

By: /S/ Stephen L. Stieneker
------------------------------

Name: Stephen L. Stieneker
------------------------------

Title: Assistant Vice President
------------------------------

<PAGE> 11

SCHEDULE A
(Funds)

JNL Capital Growth Series

JNL Aggressive Growth Series

JNL Global Equities Series

<PAGE> 12

SCHEDULE B
(Compensation)

JNL Capital Growth Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
</TABLE>

JNL Aggressive Growth Series

JNL Global Equities Series

<PAGE> 1
EX-99.B5-phoenix

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

AGREEMENT executed as of February 23, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and PHOENIX INVESTMENT COUNSEL, INC., a
Massachusetts corporation and registered investment adviser ("Sub-Adviser").

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

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;

<PAGE> 2

(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;

(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 Funds; and

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

Adviser will promptly furnish the Sub-Adviser from time to time with
copies of all amendments of or supplements to the foregoing before or at the
time such agreements or supplements become effective. The Sub-Adviser shall be
entitled to rely on the authenticity and legal compliance of such documents
with governing laws.

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 Funds and
place all orders for the purchase and sale of securities, all on behalf of the
Funds. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth below), and will monitor the Funds'
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 Funds. 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 Funds and to
consult with each other regarding the investment affairs of the Funds.
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 Funds.

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
2

<PAGE> 3

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.
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 offered by two or more
brokers or dealers are comparable Sub-Advisory
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. 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 Funds, including, without
limitation, review of the general investment
strategies of the Funds, the performance of the
Funds 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 Funds' securities
transactions and will furnish Adviser and
Trust's Board of Trustees such periodic and
special reports as the Board or Adviser may
reasonably request;

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

<PAGE> 4

(g) will treat confidentially and as proprietary
information of Trust all such records and other
information relative to 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;

(h) will receive the research and
recommendations of Adviser with respect to the
investment and reinvestment of the assets of the
Funds; and

(i) will vote proxies received in connection
with securities held by the Funds 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 Funds.

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.

<PAGE> 5

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. 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(s) 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. Adviser will not take any action against
Sub-Adviser to hold Sub-Adviser liable 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 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. Sub-Adviser will not be liable
for any loss suffered by the Funds in connection with any investment made in
accordance with the provisions of 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 upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.

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. Notwithstanding the foregoing, this Agreement may be terminated as to
the Fund at any time, without the payment of any penalty, on sixty days'

written notice by the Trust or by 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.

<PAGE> 6

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 delimit 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 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 Trust.

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

15. Proprietary Rights. Adviser agrees and acknowledges that Sub-Adviser
is the sole owner of the name and mark Phoenix Investment Counsel and that all
use of any designation comprised in whole or part of Phoenix Investment Counsel
under this Agreement shall inure to the benefit of Sub-Adviser. The
Sub-Adviser hereby authorizes the use of the name and mark Phoenix Investment
Counsel as set forth in Schedule A on behalf of the Funds. Adviser shall not,
and Adviser shall use its best efforts to cause the Funds not to, without the
prior written consent of Sub-Adviser, make representations regarding
Sub-Adviser in any disclosure document, advertisement or sales literature or
other materials promoting the Funds. Upon termination of this Agreement for
any reason, Adviser shall use the best efforts to cause the Funds to cease, all
use of Phoenix Investment Counsel as soon as reasonably practicable.

<PAGE> 7

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: /s/ John A. Knutson
-----------------------------
Name: John A. Knutson
-----------------------------
Title: President
-----------------------------

PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Kathleen A. Bloomquist
-----------------------------
Name: Kathleen A. Bloomquist
-----------------------------
Title: VP Client Relations
-----------------------------

<PAGE> 8

SCHEDULE A
(Funds)

JNL/Phoenix Investment Counsel Balanced Series

JNL/Phoenix Investment Counsel Growth Series

<PAGE> 9

SCHEDULE B
(Compensation)

JNL/Phoenix Investment Counsel Balanced Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $50 Million: .50%
$50 Million to $150 Million: .40%
$150 Million to $300 Million: .30%
$300 Million to $500 Million: .25%
Amounts over $500 Million: .20%
</TABLE>

JNL/Phoenix Investment Counsel Growth Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
First $50 Million: .50%
$50 Million to $150 Million: .40%
$150 Million to $300 Million: .30%
$300 Million to $500 Million: .25%
Amounts over $500 Million: .20%

</TABLE>

<PAGE> 1
EX-99.B5-PPM

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

AGREEMENT executed as of February 17, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and PPM AMERICA, INC., a Delaware corporation
and registered investment adviser ("Sub-Adviser").

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

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

(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;

<PAGE> 2

(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;

(f) the Trust's most recent prospectus and
Statement of Additional Information for the
Funds (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 Funds and
place all orders for the purchase and sale of securities, all on behalf of the
Funds. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth below), and will monitor the Funds'
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 Funds. 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 Funds and to
consult with each other regarding the investment affairs of the Funds.
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 Funds.

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;

<PAGE> 3

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.
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 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. 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;

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

<PAGE> 4

(g) will treat confidentially and as proprietary
information of Trust all such records and other
information relative to 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;

(h) will receive the research and
recommendations of Adviser with respect to the
investment and reinvestment of the assets of the
Funds; and

(i) will vote proxies received in connection
with securities held by the Funds 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 Funds.

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 therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto. From
time to time, the Sub-Adviser may agree to waive or reduce some or all of the
compensation to which it is entitled under this Agreement.

<PAGE> 5
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. 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(s) 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.

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 upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.

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. Notwithstanding the foregoing, this Agreement
may be terminated as to the Fund at any time, without the payment of any
penalty, on sixty days' written notice by the Trust or by 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.

<PAGE> 6

13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit 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 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 Trust.

<PAGE> 7

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: /s/ John A. Knutson
--------------------------------------------

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

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

PPM AMERICA, INC.

By: /s/ Mark Mandich
--------------------------------------------

Name: Mark Mandich
-----------------------------------------

Title: Vice President Finance & Administration
-----------------------------------------

<PAGE> 8

SCHEDULE A
(Funds)

PPM America/JNL Value Equity Series

PPM America/JNL Money Market Series

PPM America/JNL High Yield Bond Series

<PAGE> 9

SCHEDULE B
(Compensation)

PPM America/JNL Value Equity Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $50 Million: .25%
$50 Million to $150 Million: .20%
$150 Million to $300 Million: .175%
$300 Million to $500 Million: .15%
Amounts over $500 Million: .125%
</TABLE>

PPM America/JNL Money Market Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $50 Million: .20%
$50 Million to $150 Million: .15%
$150 Million to $300 Million: .125%
$300 Million to $500 Million: .10%
Amounts over $500 Million: .075%
</TABLE>

PPM America/JNL High Yield Bond Series

<PAGE> 1
EX-99.B5-rowepr

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

AGREEMENT executed as of February 20, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and ROWE PRICE-FLEMING INTERNATIONAL, INC., a
Maryland corporation and registered investment adviser ("Sub-Adviser").

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

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

(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;

<PAGE> 2

(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;

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

Adviser will promptly 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 Funds and
place all orders for the purchase and sale of securities, all on behalf of the
Funds. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth below), and will monitor the Funds'
investments, and will comply with the provisions of Trust's Declaration of
Trust and By-Laws, as amended from time to time, the Trust's Registration
Statement, as amended and filed with the SEC, and the stated investment
objectives, policies and restrictions of the Funds. Sub-Adviser and Adviser
will each make its officers and employees available to the other from time to
time at reasonable times to review the investment policies of the Funds and to
consult with each other regarding the investment affairs of the Funds.
Sub-Adviser will report from time to time as reasonably requested 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 Funds.

In furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is
authorized, in its discretion and without prior consultation with the Fund or
the Adviser, to:

(a) buy, sell, exchange, convert, lend, and
otherwise trade in any stocks, bonds, and other
securities or assets; and

(b) directly or through the trading desk of T.
Rowe Price Associates, Inc., Robert Fleming
Holdings Limited, and their affiliates place
orders and negotiate the

<PAGE> 3
commissions (if any) for the execution of
transactions in securities or other assets
with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser
may select.

Sub-Adviser will report to the Board of Trustees and to Adviser with
respect to the implemenation of such program.

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 other 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, in placing orders with broker/dealers
for the purchase or sale of portfolio
securities, attempt to obtain quality execution
at favorable security prices; provided that, on
behalf of the Fund, the Sub-Adviser may, in its
discretion, agree to pay a broker/dealer that
furnishes brokerage or research services as such
services are defined under Section 28(e) of the
Securities Exchange Act of 1934, as amended
("1934 Act"), a higher commission than that
which might have been charged by another
broker/dealer for effecting the same
transactions, if the Sub-Adviser determines in
good faith that such commission is reasonable in
relation to the brokerage and research services
provided by the broker/dealer, viewed in terms
of either that particular transaction or the
overall responsibilities of the Sub-Adviser with
respect to the accounts as to which it exercises
investment discretion (as such term is defined
under Section 3(a)(35) of the 1934 Act). In no
instance will portfolio securities be purchased
from or sold to the Sub-Adviser, or any
affiliated person thereof, except in accordance
with the federal securities laws and rules and
regulations thereunder.

<PAGE> 4
(d) may, on occasions when the Sub-Adviser deems
the purchase or sale of a security to be in the
best interest of the Fund as well as other
clients of the Sub-Adviser, to the extent permitted
by applicable laws and regulations may, but
shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to
obtain a more favorable price or lower brokerage
commissions and efficient execution. In such
event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the
manner the Sub-Adviser considers to be the most
equitable and consistent with tis fiduciary
obligations to the Fund and to its fiduciary
obligations to the Fund and to its other clients.

(e) 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 Funds, including, without
limitation, review of the general investment
strategies of the Funds, the performance of the
Funds 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 mutually agreed upon by both parties;

(f) will prepare and maintain such books and
records with respect to the Funds' securities
transactions and will furnish Adviser and
Trust's Board of Trustees such periodic and
special reports as mutually agreed upon by both
parties;

(g) will treat confidentially and as proprietary
information of Trust all such records and other
information relative to 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

<PAGE> 5

information by duly constituted authorities, or
when so requested by Trust;

(h) will receive the research and
recommendations of Adviser with respect to the
investment and reinvestment of the assets of the
Funds.

(i) will, provided custodian promptly forwards
proxies to Sub-Adviser, vot proxies received in
connection with securities held by the Funds
consistent with tis 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 Funds.

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 therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto. From
time to time, the Sub-Adviser may agree to waive or reduce some or all of the
compensation to which it is entitled under this Agreement.

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 capacitites, provided that whenever
the Funds and one or more other investment advisory clients of Sub-Adviser has
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.
Adviser recognizes, and has advised Trust's Board of Trustees, that in some
cases this procedure may adversely affect the size of the postion that the
participating Fund(s) 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'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.

<PAGE> 6
8. Limitation of Liability. Neither Sub-Adviser or any of its
officers, directors, or employees shall be liable 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 Agreement, including any error
of judgment or mistake of law or for any loss suffered by the Trust or
Fund, any error of fact or mistake of law contained in any report or data
provided by the Sub-Adviser; acting on any instructions from the Adviser or
reliance on any research or other materials provided by the Adviser, 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 loss or liability to such other party 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 upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.

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. Notwithstanding the foregoing, this Agreement may be terminated as to
the Fund at any time, without the payment of any penalty, on sixty days'
written notice by the Trust or by 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 delimit 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.

<PAGE> 7

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 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 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: /s/ John A. Knutson
----------------------------

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

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

ROWE PRICE FLEMING INTERNATIONAL, INC.

By: /s/ Henry H. Hopkins
----------------------------

Name: Henry H. Hopkins
--------------------------

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

<PAGE> 8

SCHEDULE A

(FUNDS)

T. Rowe Price/JNL International Equity Investment Series

<PAGE> 9

SCHEDULE B
(COMPENSATION)

T. Rowe Price/JNL International Equity Investment Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
---------------------------- -----------
<S> <C>
$0 to $20 million: .75%
$20 million to $50 million: .60%
$50 million to $200 million: .50%
Amounts over $200 million: .50%
</TABLE>

*When average daily assets exceed this amount, the annual rate asterisked is
applicable to all the amounts in the T. Rowe Price/JNL International Equity
Investment Series.

<PAGE> 1
EX-99.B5-salomon

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

AGREEMENT executed as of February 8, 1995, by and between JACKSON NATIONAL
FINANCIAL SERVICES, INC., a Delaware corporation and registered investment
adviser ("Adviser"), and SALOMON BROTHERS ASSET MANAGEMENT INC, a Delaware
corporation and registered investment adviser ("Sub-Adviser").

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

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

(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;

<PAGE> 2

(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;

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

Adviser will promptly 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 establish an investment program in
respect of, and make investment decisions for, all assets of the Funds and
place all orders for the purchase and sale of securities, all on behalf of the
Funds. In the performance of its duties, Sub-Adviser will undertake the duties
to the Fund set forth below, and will monitor the Funds' investments, and will
comply with the provisions of Trust's Declaration of Trust and By-Laws, as
amended from time to time, the Trust's Registration Statement, as amended and
filed with the SEC, and the stated investment objectives, policies and
restrictions of the Funds. Sub-Adviser and Adviser will each make its officers
and employees available to the other from time to time at reasonable times to
review the investment policies of the Funds and to consult with each other
regarding the investment affairs of the Funds. Sub-Adviser will report from
time to time as reasonably requested 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 Funds.

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 other fiduciary accounts for which
it has investment responsibilities;

<PAGE> 3

(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 all matters and respects
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.
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 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. In no
instance will portfolio securities be purchased
from or sold to the Adviser, Sub-Adviser or any
entity which to the knowledge of the Adviser or
Sub-Adviser is an 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 regular basis at reasonable times
the management of the Funds, including, without
limitation, review of the general investment
strategies of the Funds, the performance of the
Funds 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;

3
<PAGE> 4

(f) will treat confidentially and as proprietary
information of Trust all such records and other
information relative to 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;

(g) will receive the research and
recommendations of Adviser with respect to the
investment and reinvestment of the assets of the
Funds.

4. Expenses. During the term of this Agreement, Sub-Adviser, at its
expense, will furnish (i) all necessary investment and management facilities,
including salaries of personnel required for it to execute its duties and (ii)
administrative facilities, including bookkeeping, clerical personnel and
equipment necessary for the efficient conduct of the investment affairs of the
Funds as set forth in this Agreement.

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 therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto. From
time to time, the Sub-Adviser may agree to waive or reduce some or all of the
compensation to which it is entitled under this Agreement.

<PAGE> 5

be allocated in a manner believed by Sub-Adviser to be equitable to each, but
Sub-Adviser cannot assure, and assumes no responsibility for equality among all
accounts and customers. Sub-Adviser shall be permitted to bunch or aggregate
orders for the Fund(s) with orders for other funds and accounts, and
transactions in such securities will be made insofar as feasible, for all funds
and accounts in a manner deemed equitable to all. Adviser recognizes, and has
advised Trust's Board of Trustees, that in some cases this procedure may
adversely affect the size of the position or price that the participating
Fund(s) 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.

By reason of the Sub-Adviser's investment advisory activities and the
investment banking and other activities of its affiliates, the Sub-Adviser may
acquire confidential information or be restricted from initiating transactions
in certain securities. The Adviser acknowledges and agrees that the
Sub-Adviser will not be free to divulge to the Adviser, or to act upon, any
such confidential information with respect to the Sub-Adviser's performance of
this Agreement and that, due to such a restriction, the Sub-Adviser may not
initiate a transaction the Sub-Adviser otherwise might have initiated.

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 upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.

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. Notwithstanding the foregoing, this Agreement may be terminated as to
the Fund at any time, without the payment of any penalty, on sixty days'
written notice by the Trust or by Adviser or on ninety days' written notice by
the Sub-Adviser.

5
<PAGE> 6

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 delimit 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 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
Trust.

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

15. Proprietary Rights. Adviser agrees and acknowledges that Sub-Adviser
is the sole owner of the name and mark "Salomon Brothers Asset Management Inc"
and that all use of any designation comprised in whole or part of Salomon
Brothers Asset Management Inc under this Agreement shall inure to the benefit of
Sub-Adviser. The Sub-Adviser hereby authorizes the use of the name and mark
Salomon Brothers Asset Management Inc as set forth in Schedule A on behalf of
the Funds. Adviser shall not, and Adviser shall use its best efforts to cause
the Funds not to, without the prior written consent of Sub-Adviser, make
representations regarding Sub- Adviser in any disclosure document, advertisement
or sales literature or other materials promoting the Funds. Upon expiration or
termination of this Agreement for any reason, Adviser

6
<PAGE> 7
shall as promptly as practicable cause the Funds to cease, all use of any
designation comprised in whole or in part of Salomon Brothers Asset Management
Inc as soon as reasonably practicable.

<PAGE> 8

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: /s/ John A. Knutson
-----------------------
Name: John A. Knutson
-----------------------
Title: President
-----------------------

SALOMON BROTHERS ASSET MANAGEMENT INC

By: /s/ Michael S. Hyland
-----------------------
Name: Michael S. Hyland
-----------------------
Title: President
-----------------------

8
<PAGE> 9
SCHEDULE A
FUNDS

Salomon Brothers/JNL U. S. Government & Quality Bond Series

Salomon Brothers/JNL Global Bond Series

<PAGE> 10

SCHEDULE B
COMPENSATION

Salomon Brothers/JNL U. S. Government & Quality Bond Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $50 million: .225%
$50 million to $150 million: .225%
$150 million to $300 million: .175%
$300 million to $500 million: .150%
Amounts over $500 million: .100%
</TABLE>

Salomon Brothers/JNL Global Bond Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $50 million: .375%
$50 million to $150 million: .350%
$150 million to $300 million: .300%
$300 million to $500 million: .300%
Amounts over $500 million: .250%
</TABLE>

<PAGE> 1
EX-99.B5-trowe

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

AGREEMENT executed as of February 20, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and T. ROWE PRICE ASSOCIATES, INC., a Maryland
corporation and registered investment adviser ("Sub-Adviser").

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

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;

<PAGE> 2

(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;

(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 Funds; and

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

Adviser will promptly 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 Funds and
place all orders for the purchase and sale of securities, all on behalf of the
Funds. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth below), and will monitor the Funds'
investments, and will comply with the provisions of Trust's Declaration of
Trust and By-Laws, as amended from time to time, the Trust's Registration
Statement, as amended and filed with the SEC, and the stated investment
objectives, policies and restrictions of the Funds. Sub-Adviser and Adviser
will each make its officers and employees available to the other from time to
time at reasonable times to review the investment policies of the Funds and to
consult with each other regarding the investment affairs of the Funds.
Sub-Adviser will report from time to time as reasonably requested 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 Funds.

In furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is
authorized, in its discretion and without prior consultation with the Fund or
the Adviser, to:

(a) buy, sell, exchange, convert, lend, and otherwise
trade in any stocks, bonds, and other securities or assets;
and

(b) directly or through the trading desk of T. Rowe
Price Associates, Inc., Robert Fleming Holdings Limited,
and their affiliates place orders and negotiate the

<PAGE> 3
commissions (if any) for the execution of transactions in
securities or other assets with or through such brokers,
dealers, underwriters or issuers as the Sub-Adviser may
select.

Sub-Adviser will report to the Board of Trustees and to Adviser with
respect to the implemenation of such program.

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 other 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, in placing orders with broker/dealers for the
purchase or sale of portfolio securities, attempt to obtain
quality execution at favorable security prices; provided
that, on behalf of the Fund, the Sub-Adviser may, in its
discretion, agree to pay a broker/dealer that furnishes
brokerage or research services as such services are defined
under Section 28(e) of the Securities Exchange Act of
1934, as amended ("1934 Act"), a higher commission than
that which might have been charged by another
broker/dealer for effecting the same transactions, if the
Sub-Adviser determines in good faith that such commission
is reasonable in relation to the brokerage and research
services provided by the broker/dealer, viewed in terms of
either that particular transaction or the overall
responsibilities of the Sub-Adviser with respect to the
accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the 1934
Act). In no instance will portfolio securities be purchased
from or sold to the Sub-Adviser, or any affiliated person
thereof, except in accordance with the federal securities
laws and rules and regulations thereunder.

<PAGE> 4
(d) may, on occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the best interest of the
Fund as well as other clients of the Sub-Adviser, to the
extent permitted by applicable laws and regulations may, but
shall be under no obligation to, aggregate the securities to be
purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner
the Sub-Adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to
its fiduciary obligations to the Fund and to its other clients.

(e) 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 Funds, including, without
limitation, review of the general investment strategies of
the Funds, the performance of the Funds 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 mutually
agreed upon by both parties;

(f) will prepare and maintain such books and records
with respect to the Funds' securities transactions and will
furnish Adviser and Trust's Board of Trustees such
periodic and special reports as mutually agreed upon by
both parties;

(g) will treat confidentially and as proprietary
information of Trust all such records and other information
relative to 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

<PAGE> 5
information by duly constituted authorities, or when so
requested by Trust;

(h) will receive the research and recommendations of
Adviser with respect to the investment and reinvestment of
the assets of the Funds.

(i) will, provided custodian promptly forwards proxies to
Sub-Adviser, vote proxies received in connection with
securities held by the Funds consistent with tis 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 Funds.

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 therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto. From
time to time, the Sub-Adviser may agree to waive or reduce some or all of the
compensation to which it is entitled under this Agreement.

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 capacitites, provided that whenever
the Funds and one or more other investment advisory clients of Sub-Adviser has
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.
Adviser recognizes, and has advised Trust's Board of Trustees, that in some
cases this procedure may adversely affect the size of the postion that the
participating Fund(s) 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'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.

<PAGE> 6
8. Limitation of Liability. Neither Sub-Adviser or any of its officers,
directors, or employees shall be liable 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 Agreement, including any error of judgment or
mistake of law or for any loss suffered by the Trust or Fund, any error of fact
or mistake of law contained in any report or data provided by the Sub-Adviser;
acting on any instructions from the Adviser or reliance on any research or
other materials provided by the Adviser, 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 loss or liability to such other party 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 upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.

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. Notwithstanding the foregoing, this Agreement may be
terminated as to the Fund at any time, without the payment of any penalty, on
sixty days' written notice by the Trust or by 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 delimit 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.

<PAGE> 7

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 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 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: /s/ John A. Knutson
-----------------------------------
Name: John A. Knutson
---------------------------------
Title: President
--------------------------------

ROWE PRICE FLEMING INTERNATIONAL, INC.

By: /s/ Henry H. Hopkins
-----------------------------------
Name: Henry H. Hopkins
---------------------------------
Title: Vice President
--------------------------------

<PAGE> 8
SCHEDULE A

(FUNDS)

T. Rowe Price/JNL Established Growth Series

T. Rowe Price/JNL Mid-Cap Growth Series

<PAGE> 9

SCHEDULE B
(COMPENSATION)

T. Rowe Price/JNL Established Growth Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
$0 to $20 million: .45%
$20 million to $50 million: .40%
$50 million to $200 million: .40%*
Amounts over $200 million: .40%
</TABLE>

T. Rowe Price/JNL Mid-Cap Growth Series

<TABLE>
<CAPTION>
Average Daily Net Assets Annual Rate
----------------------- -----------
<S> <C>
$0 to $20 million: .60%
$20 million to $50 million: .50%
$50 million to $200 million: .50%*
Amounts over $200 million: .50%
</TABLE>

*When average daily assets exceed this amount, the annual rate asterisked is
applicable to all the amounts in the T. Rowe Price/JNL Established Growth and
T. Rowe Price/JNL Mid-Cap Growth Series, respectively.

<PAGE> 1
EX-99.B5-sbltd

SUBADVISORY CONSULTING AGREEMENT

Agreement dated August 17, 1995, by and among JACKSON NATIONAL FINANCIAL
SERVICES, INC., a Delaware corporation and registered investment adviser
("JNFSI"), SALOMON BROTHERS ASSET MANAGEMENT INC, a Delaware corporation and
registered investment adviser ("SBAM") and SALOMON BROTHERS ASSET MANAGEMENT
LIMITED, a company incorporated under the laws of England and registered
investment adviser ("SBAM Limited").

WHEREAS, pursuant to the Sub-Advisory Agreement dated as of February 8,
1995 between SBAM and JNFSI (the "Sub-Advisory Agreement"), SBAM is the
Sub-Adviser to the Salomon Brothers/JNL Global Bond Series (the "Fund") a
portfolio of JNL Series Trust (the "Trust"), an open-end management investment
company comprised of thirteen separate portfolios of investments;

WHEREAS, SBAM desires to retain SBAM Limited to assist SBAM in furnishing
an investment program to the Fund;

NOW, THEREFORE, in consideration of the mutual agreements herein made,
JNFSI, SBAM and SBAM Limited agree as follows:

1. SBAM hereby employs SBAM Limited to serve as Sub-Adviser Consultant to
SBAM with respect to such portion of the assets of the Fund as SBAM shall
allocate (the "Designated Portion"), it being contemplated that all of
such assets are to be invested in the securities of non-U.S. issuers.
SBAM Limited will have full power to direct the investment and
reinvestment of the assets of the Designated Portion of the Fund in
accordance with the requirements of the Sub-Advisory Agreement, and
subject always to the supervision of the Trust's Board of Trustees and
JNFSI. SBAM Limited hereby accepts such employment and agrees, for the
compensation herein provided, to assume all obligations herein set forth.

2. SBAM will pay SBAM Limited, as full compensation for all services
provided under this Subadvisory Consulting Agreement, a portion of the fee
(such portion herein referred to as the "Subadvisory Consulting Fee")
payable to SBAM under the Sub-Advisory Agreement. The Subadvisory
Consulting Fee shall be an amount equal to the fee payable under the
Sub-Advisory Agreement multiplied by the current value of the net assets
of the Designated Portion of the Fund and divided by the current value of
the net assets of the Fund. The Subadvisory Consulting Fee shall be
accrued for each calendar day in the period commencing as of the date
first above written and ending on the date on which this

<PAGE> 2

Subadvisory Consulting Agreement terminates and the sum of the daily fee
accruals shall be paid to SBAM Limited by SBAM at such times and for such
periods as SBAM Limited and SBAM shall agree.

3. In compliance with the requirements of Rule 31a-3 under the Investment
Company Act of 1940, as amended, ("1940 Act"), SBAM Limited 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. SBAM Limited 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.

4. This Agreement shall become effective as of the date first above written
and shall remain in force for two years from the date hereof, and for such
successive annual periods thereafter but only so long as each such
continuance is specifically approved at least annually by (1) a vote of
the holders of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act) or by the Trust's Board of Trustees and (2) a
majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons of any such parties (other than as
Trustees of the Trust), by vote cast in person at a meeting duly called
for the purpose of voting on such approval.

5. This Agreement may be terminated at any time without the payment of any
penalty; (1) by a vote of a majority of the entire Board of Trustees of
the Trust on sixty (60) days' written notice to SBAM Limited and SBAM; (2)
by vote of the holders of a majority of the outstanding voting securities
of the Fund (as defined in the 1940 Act) on sixty (60) days' written
notice to SBAM Limited and SBAM; or (3) by JNFSI, SBAM Limited or SBAM on
60 days' written notice to the Trust.

This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the 1940 Act and the rules thereunder.

6. Nothing contained herein shall limit the obligations of SBAM under the
Sub-Advisory Agreement.

7. SBAM and SBAM Limited agree to indemnify JNFSI against any claim against,
loss or liability to JNFSI (including reasonable attorneys' fees) arising
out of any action or omission on the part of SBAM and/or SBAM Limited
which constitutes willful misfeasance, bad faith or gross negligence.
JNFSI agrees to indemnify SBAM and SBAM Limited against any claim against,
loss or liability to SBAM and/or SBAM Limited (including reasonable
attorneys' fees) arising out of any action or omission on the part of
JNFSI which constitutes willful misfeasance, bad faith or gross
negligence.

<PAGE> 3

8. To the extent that state law is not preempted by the provisions of any law
of the United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed
and enforced in accordance with the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory
Consulting Agreement to be executed by their officers thereunto duly
authorized.

JACKSON NATIONAL FINANCIAL
SERVICES, INC.

By: /s/ John A. Knutson
-------------------
John A. Knutson
President

SALOMON BROTHERS ASSET
MANAGEMENT INC

By: /s/ Michael S. Hyland
---------------------
Michael S. Hyland
President

SALOMON BROTHERS ASSET
MANAGEMENT LIMITED

By: /s/ Michael S. Hyland
------------------------------
Name: Michael S. Hyland
Title: Chairman

<PAGE> 1
EX-99.B6-partic

AMENDED FUND PARTICIPATION AGREEMENT

THIS AMENDED FUND PARTICIPATION AGREEMENT, made on this the 19th day of
September, 1995 among JNL Series Trust (the "Trust"), a business trust
organized under the laws of the Commonwealth of Massachusetts, and Jackson
National Life Insurance Company (the "Company"), a life insurance company
organized under the laws of the State of Michigan, on behalf of itself and on
behalf of Jackson National Separate Account - I ("Separate Account"), a
separate account of the Company existing pursuant to the Michigan Insurance
Code.

WITNESSETH:

WHEREAS, the Trust is an open-end management investment company which is
divided into various investment series ("Series"), each Series being subject to
separate investment objectives and restrictions. (See Exhibit A for available
Series); and

WHEREAS, the Trust's shares may be offered to variable annuity and
variable life insurance separate accounts of insurance companies, which may or
may not be affiliated persons of each other ("Participating Insurers"),
pursuant to fund participation agreements substantially identical to this
Agreement; and

WHEREAS, the Company, by resolution, has established the Separate Account
on its books of account for the purpose of funding certain variable contracts
("Contracts"); and

WHEREAS, the Separate Account, registered with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940 ("1940 Act"), is divided into various "Portfolios" under which the
income, gains and losses, whether or not realized, from assets allocated to
each such Portfolio are, in accordance with the Contracts, credited to or
charged against such Portfolio without regard to any other income, gains or
losses of other Portfolios or separate accounts or of the Company; and

WHEREAS, the Separate Account desires to purchase shares of the Trust; and

WHEREAS, the Trust agrees to make its shares available to serve as
underlying investment media for the various Portfolios of the Separate Account
with each Series of the Trust serving as the underlying investment medium for
the corresponding Portfolio of the Separate Account; and

<PAGE> 2

WHEREAS, the Trust has undertaken that its Board of Trustees ("Board")
will monitor the Trust for the existence of any material irreconcilable
conflicts that may arise between the contract owners of separate accounts of
insurance companies that invest in the Trust for the purpose of identifying and
remedying any such conflict;

NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
the Trust and the Company (on behalf of itself and the Separate Account) hereby
agree as follows:

ARTICLE I

SALE OF TRUST SHARES

1.1 The Contracts funded by the Separate Account will provide for the
allocation of net amounts among the various Portfolios of the Separate Account
for investment in the shares of the particular Series of the Trust underlying
each Portfolio. The selection of a particular Portfolio is to be made (and
such selection may be changed) in accordance with the terms of the Contract.

1.2 Trust shares to be made available to the respective Portfolios of the
Separate Account shall be sold by each of the respective Series of the Trust
and purchased by the Company for that Portfolio at the net asset value next
computed after receipt of each order, as established in accordance with the
provisions of the then current prospectus of the Trust. Shares of a particular
Series of the Trust shall be ordered in such quantities and at such times as
determined by the Company to be necessary to meet the requirements of those
Contracts having amounts allocated to the Portfolio for which the Trust Series
shares serve as the underlying investment medium. Orders and payments for
shares purchased will be sent promptly to the Trust and will be made payable in
the manner established from time to time by the Trust for the receipt of such
payments. Notwithstanding the foregoing, the Board of the Trust may refuse to
sell shares of any Series to any person or suspend or terminate the offering of
shares of any Series if such action is required by law or by regulatory
authority having jurisdiction over the Trust or is, in the sole discretion of
the Board acting in good faith and in light of its fiduciary duties under
federal and any applicable state laws, necessary in the best interests of the
shareholders of such Series.

1.3 The Trust will redeem the shares of the various Series when requested
by the Company on behalf of the corresponding Portfolio of the Separate Account
at the net asset value next computed after receipt of each request for
redemption, as established in accordance with the provisions of the then
current prospectus of the Trust. The Trust will make payment in the manner
established from time to time by the Trust for the receipt of such redemption
requests, but in no event shall payment be delayed for a greater period than is
permitted by the 1940 Act.

1.35 For purposes of paragraphs 1.2 and 1.3 hereinabove, the Company
shall be the agent of the Trust for the receipt of (1) orders to purchase, and
(2) requests to redeem, shares of the

<PAGE> 3

Series of the Trust on behalf of the Separate Account, and receipt of such
orders and requests by such agent shall constitute receipt thereof by the
Trust, provided that the Trust receives actual notice of such order or request
by 12:00 noon (at the Trust's offices) on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Trust calculates its net asset value pursuant to
the rules of the Securities and Exchange Commission.

1.4 Transfer of the Trust's shares will be by book entry only. No stock
certificates will be issued to the Separate Account. Shares ordered from a
particular Series of the Trust will be recorded in an appropriate title for the
corresponding Portfolio of the Separate Account.

1.5 The Trust shall furnish same day notice to the Company of any
dividend or distribution payable on its shares. All of such dividends and
distributions as are payable on each of the Series shares in the title for the
corresponding Portfolio of the Separate Account shall be automatically
reinvested in additional shares of that Series of the Trust. The Trust shall
notify the Company of the number of shares so issued.

1.6 The Trust shall make the net asset value per share of each Series
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 6:00 p.m. Eastern Time.

ARTICLE II

SALES MATERIAL AND INFORMATION

2.1 The Company shall furnish to the Trust each piece of sales literature
or other promotional material in which the Trust or its investment adviser is
named at least ten business days prior to its use. No such material shall be
used if the Trust objects to such use within five business days after receipt
of such material.

2.2 The Company shall not give any information or make any representations
or statements on behalf of the Trust or concerning the Trust in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus for the Trust shares, as
such documents may be amended or supplemented from time to time, or in reports
or proxy statements for the Trust, or in sales literature or other promotional
material approved by the Trust, except with the permission of the Trust.

2.3 The Trust shall furnish to the Company each piece of sales literature
or other promotional material in which the Company or the Separate Account is
named at least ten business
days prior to its use. No such material shall be used if the Company objects
to such use within five business days after receipt of such material.

<PAGE> 4

2.4 The Trust shall not give any information or make any representations
on behalf of the Company or concerning the Company, the Separate Account, or
the Contracts other than the information or representations contained in the
registration statement or prospectus for the Contracts, as such registration
statement and prospectus may be amended or supplemented from time to time, or
in published reports for the Separate Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.

2.5 The Trust will provide to the Company at least one complete copy of
all registration statements, prospectuses, statements of additional
information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above that relate to the Trust or
its shares, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.

2.6 The Company will provide to the Trust at least one complete copy of
all registration statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate to the
Contracts or the Separate Account, contemporaneously with the filing of such
documents with the Securities and Exchange Commission or other regulatory
authorities.

2.7 For purposes of this Article II, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine,
or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other public
media), sales literature (i.e., any written communication distributed or made
generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or
published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees,
and registration statements, prospectuses, statements of additional
information, shareholder reports, and proxy materials.

ARTICLE III

EXPENSES

3.1 The Trust shall pay no fee or other compensation to the Company
under this Agreement. All expenses incident to performance by the Trust
under this Agreement shall be paid by the Trust. The Trust shall bear the
expenses for: the cost of registration of the Trust's shares; preparation and
filing of the Trust's prospectus and registration statement; preparation and

<PAGE> 5

filing of proxy materials and reports; setting the prospectus in type;
setting in type the proxy materials and reports to shareholders; the
preparation of all statements and notices required of the Trust by any
federal or state law; and all taxes on the issuance or transfer of the
Trust's shares.

3.2 The Trust's prospectus shall state that the statement of additional
information for the Trust is available from the Trust, and the Trust, at its
expense, shall provide such statement free of charge to the Company and to
any Contract owner or prospective Contract owner who requests such statement.

3.3 The Trust, at its expense, shall provide the Company with copies of
its proxy material, reports to stockholders and other communications to
stockholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.

ARTICLE IV

VOTING

4.1 The Company shall provide pass-through voting privileges to all
Contract owners so long as the Securities and Exchange Commission continues to
interpret the 1940 Act to require pass-through voting privileges for variable
contract owners. The Company shall be responsible for assuring that the
Separate Account calculates voting privileges in a manner consistent with
standards provided by the Trust, which standards will also be provided to other
Participating Insurers. To the extent required by law, the Company will vote
shares for which it has not received voting instructions as well as shares
attributable to the Company in the same proportion as it votes shares for which
it has received instructions.

4.2 The Trust will comply with all provisions of the 1940 Act requiring
voting by shareholders and, in particular, the Trust will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the
Trust is not one of the trusts described in Section 16(c) of that Act) as
well as with Sections 16(a) and, if and when applicable, 16(b). Further, the
Trust will act in accordance with the Securities and Exchange Commission's
interpretation of the requirements of Section 16(a) with respect to periodic
elections of directors and with whatever rules the Commission may promulgate
with respect thereto.

ARTICLE V

POTENTIAL CONFLICTS

5.1 The Board of the Trust will monitor the Trust for the existence of
any material irreconcilable conflict between the interests of the contract
owners of all separate accounts investing in the Trust. The Company will
report to the Board any potential or existing conflicts

<PAGE> 6

of which it is or becomes aware between any of its Contract owners, or
between any of its Contract owners and contract owners of other Participating
Insurers. The Company will be responsible for assisting the Board in
carrying out its responsibilities to identify and resolve material conflicts
by providing the Board with all information available to it that is
reasonably necessary for the Board to consider any issues raised, including
information as to a decision by the Company to disregard voting instructions
of its Contract owners.

5.2 The Board's determination of the existence of any irreconcilable
material conflict and its implications shall be made known promptly by it to
the Company and other Participating Insurers. An irreconcilable material
conflict may arise for a variety of reasons, including: (a) an action by any
state insurance regulatory authority; (b) a change in applicable federal or
state insurance tax, or securities laws or regulations, or a public ruling,
private letter ruling, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Series
are being managed; (e) a difference in voting instructions given by variable
annuity contract owners and variable life insurance contract owners or by
contract owners of different Participating Insurers; or (f) a decision by a
Participating Insurer to disregard the voting instructions of its variable
Contract owners.

5.3 If it is determined by a majority of a Board or a majority of its
disinterested Trustees that a material irreconcilable conflict exists that
affects the interests of the Contract owners, the Company shall, to the extent
reasonably practicable (as determined by a majority of the Trust's disinterested
Trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, which steps could include: (a) withdrawing
the assets allocable to the Separate Account from the Trust or any Series and
reinvesting such assets in a different investment medium, including another
Series of the Trust, or participating in the submission of the question of
whether such segregation should be implemented to a vote of all affected
contract owners and, as appropriate, segregating the assets of any particular
group (e.g. annuity contract owners or life insurance contract owners) that
votes in favor of such segregation, or offering to the affected contract owners
the option of making such a change; and (b) establishing a new registered
management investment company or managed separate account. The Company shall
take such steps at its expense if the conflict affects solely the interests of
the owners of the Company's Contracts, but shall bear only its equitable portion
of any such expense if the conflict also affects the interests of the contract
owners of one or more Participating Insurers other than the Company, provided:
that this sentence shall not be construed to require the Trust to bear any
portion of such expense. If a material irreconcilable conflict arises because
of the Company's decision to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
the Company may be required, at Trust's election, to withdraw the investment of
the Separate Account in the Trust, and no charge or penalty will be imposed as a
result of such a withdrawal. The Company agrees to take such remedial action as
may be required under this paragraph 5.3 with a view only to the interests of
its Contract owners. For purposes of this paragraph 5.3, a majority of the
disinterested members of the Trust's Board

<PAGE> 7

shall determine whether or not any proposed action adequately remedies any
irreconcilable conflict, but in no event will Trust be required to establish
a new funding medium for any variable contract. The Company shall not be
required by this paragraph 5.3 to establish a new funding medium if any offer
to do so has been declined by vote of a majority of contract owners
materially and adversely affected by the irreconcilable material conflict.

Notwithstanding the foregoing, if the Company is required under this
paragraph 5.3 to withdraw the investment of the Separate Account in the
Trust, such withdrawal may take place within six (6) months after the Trust
gives written notice that this paragraph 5.3 is being implemented, provided:
That the Trust may require that such withdrawal must take place within a
shorter period of time after such notice if a majority of the disinterested
members of the Trust's Board determines that such shorter period is necessary
to avoid irreparable harm to its shareholders; and further provided: That
until the end of such six month (or shorter) period the Trust shall continue
to accept and implement orders by the Company for the purchase and redemption
of Trust Shares. The Company will not be required to withdraw investments in
the Separate Account of the Trust until all regulatory approval is obtained.

5.4 In discharging its responsibilities under this Article V, the
Company will cooperate and coordinate, to the extent necessary, with the
Board and with other Participating Insurers.

5.5 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
a subsequent Rule 6e-3 is adopted, to provide exemptive relief from any
provision of the Act or the rules promulgated thereunder with respect to
mixed or shared funding on terms and conditions materially different from
those contained in the Trust's mixed and shared funding order then the Trust
or the Participating Insurers, as appropriate, shall take such steps as may
be necessary to comply with Rules 6e-2 and 6e-3(T), and related Rules as
amended, to the extent such rules are applicable.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 The Company represents and warrants that the Contracts are or will be
registered under the Securities Act of 1933 ("1933 Act"), that the Contracts
will be issued and sold in compliance in all material respects with all
applicable federal and state laws, and that the sale of the Contracts shall
comply in all material respects with state insurance suitability requirements.
The Company further represents and warrants that it is an insurance company
duly organized and in good standing under applicable laws and that it has
legally and validly established the Separate Account prior to any issuance or
sale thereof as a segregated asset account under the Michigan Insurance Code
and has registered or, prior to any issuance or sale of the Contracts, will
register

<PAGE> 8

the Separate Account as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for the
Contracts.

6.2 The Trust represents and warrants that Trust shares sold pursuant to
this Agreement shall be registered under the 1933 Act, shall be duly authorized
for issuance and sold in compliance with the laws of the State of Massachusetts
and all applicable federal and state securities laws and that the Trust is and
shall remain registered under the 1940 Act. The Trust shall amend the
Registration Statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Trust represents that it is lawfully organized and validly
existing under the laws of the State of Massachusetts and that it does and will
comply in all material respects with the 1940 Act.

6.3 The Trust represents and warrants that it intends to qualify each of
its Series as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code, as amended, (the "Code") and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provision) and that it will notify the Company immediately upon having a
reasonable basis for believing that any such Series may not so qualify in the
future.

6.4 The Trust represents and warrants that it will at all times invest
money from the Contracts in such a manner as to ensure that the Contracts will
be treated as variable contracts under the Code and the regulations issued
thereunder. Without limiting the scope of the foregoing, the Trust will at all
times comply with Section 817(h) of the Code and the Regulations thereunder,
relating to the diversification requirements for annuity, endowment, or life
insurance contracts and any amendments or other modifications to such Section
or Regulation.

6.5 The Company represents that the Contracts are to be treated as
annuity, endowment, or life insurance contracts, under applicable provisions of
the Code, and that it will make every effort to maintain such treatment and
that it will notify the Trust immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that they might
not be so treated in the future.

6.6 The Trust makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Trust represents that its investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Massachusetts and the Trust represents that its operations are and
shall at all times remain in material compliance with the 1940 Act.

6.7 The Trust represents and warrants that all of its Trustees, officers,
employees, investment advisers, and other persons dealing with the money or
securities of the Trust are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the Trust in an
amount not less that the minimal coverage as required currently by

<PAGE> 9

Section 17(g) of the 1940 Act or related provisions as may be promulgated from
time to time. The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.

6.8 The Company represents and warrants that all of its directors,
officers, employees, and other persons who are directly dealing with the money
or securities of the Trust are and shall continue to be at all times covered by
a blanket fidelity bond or similar coverage in amounts which shall comply with
Rule 17g-1 under the 1940 Act.

6.9 The Trust represents and warrants that shares of the Trust will be
sold only to Participating Insurers and their separate accounts or to qualified
plans as permitted under section 817(h) of the Code. No shares of any Series
will be sold to the general public. The Trust further represents and warrants
that it will not sell Trust shares to any insurance company or separate account
except pursuant to an agreement containing provisions substantially the same as
those contained in Articles IV and V of this Agreement governing voting rights
and conflicts of interest, respectively.

6.10 The Company represents and warrants that it will make reasonable
efforts to market those Contracts it determines from time to time to offer for
sale and, although it is not required to offer for sale new Contracts in all
cases, will accept payments and otherwise service existing Contracts funded in
the Separate Account. No representation is made as to the number or amount of
such Contracts to be sold.

ARTICLE VII

INDEMNIFICATION

7.1 The Company agrees to indemnify and hold harmless the Trust and each
of the Trust's Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses), arising out of the acquisition of any shares of the Trust by any
person, to which the Trust or such Trustees, officers or controlling person may
become subject under the 1933 Act, under any other statute, at common law or
otherwise, which (i) may be based upon any wrongful act by the Company, any of
its employees or representatives, any affiliate of or any person acting on
behalf of the Company or a principal underwriter of its insurance products, or
(ii) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in a registration statement or prospectus covering
shares of the Trust or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information furnished to
the Trust by the Company, or (iii) may be based on any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement or prospectus covering the Contracts, or any amendments

<PAGE> 10

or supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
or statements therein not misleading, unless such statement or omission was
made in reliance upon information furnished to the Company or such affiliate by
or on behalf of the Trust; provided, however, that in no case (i) is the
Company's indemnity in favor of a Trustee or officer or any other person deemed
to protect such Trustee or officer or other person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his or her
duties or by reason of his or her reckless disregard of obligations and duties
under this Agreement or (ii) is the Company to be liable under its indemnity
agreement contained in this Paragraph 7.1 with respect to any claim made
against the Trust or any person indemnified unless the Trust or such person, as
the case may be, shall have notified the Company in writing pursuant to
Paragraph 10 of this Agreement within a reasonable time after the summons or
other first legal process giving information of the nature of the claims shall
have been served upon the Trust or upon such person (or after the Trust or such
person shall have received notice of such service on any designated agent), but
failure to notify the Company of any such claim shall not relieve the Company
from any liability which it has to the Trust or any person against whom such
action is brought otherwise than on account of its indemnity agreement
contained in this Paragraph 7.1. The Company shall be entitled to participate,
at its own expense, in the defense, or, if it so elects, to assume the defense
of any suit which could result in liability to it under this Paragraph 7.1,
but, if it elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Trust and to such of its officers,
Trustees and controlling person or persons as may be defendants in the suit.
In the event that the Company elects to assume the defense of any such suit and
retain such counsel, the Trust, such officers, Trustees and controlling person
or persons shall bear the fees and expenses of any additional counsel retained
by them, but, in case the Company does not elect to assume the defense of any
such suit, the Company will reimburse the Trust, such officers, Trustees and
controlling person or persons for the reasonable fees and expenses of any
counsel retained by them. The Company agrees promptly to notify the Trust
pursuant to Paragraph 10 of this Agreement of the commencement of any
litigation or proceedings against it in connection with the issue and sale of
any shares of the Trust.

7.2 The Trust agrees to indemnify and hold harmless the Company and its
affiliated principal underwriter of the Contracts and each of the Company's
Directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to
which it or such directors, officers or controlling person may become subject
under the 1933 Act, under any other statute, at common law or otherwise,
arising out of the acquisition of any shares of the Trust by any person which
(i) may be based upon any wrongful act by the Trust or any of its employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering shares of the Trust or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading unless such statement or omission was made in reliance

<PAGE> 11

upon information furnished to the Trust by the Company, or (iii) may be based
on any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering the Contracts, or
any amendment or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such statement or
omission was made in reliance upon information furnished to the Company by or
on behalf of the Trust; provided, however, that in no case (i) is the Trust's
indemnity in favor of a Director or officer or any other person deemed to
protect such Director or officer or other person against any liability to which
any such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of his or her duties or by
reason of his or her reckless disregard of obligations and duties under this
Agreement or (ii) is the Trust to be liable under its indemnity agreement
contained in this Paragraph 7.2 with respect to any claims made against the
Company or any such Director, officer or controlling person unless it,
Director, officer or controlling person, as the case may be, shall have
notified the Trust in writing pursuant to Paragraph 10 of this Agreement within
a reasonable time after the summons or the first legal process giving
information of the nature of the claim shall have been served upon it or upon
such Director, officer or controlling person (or after the Company or such
Director, officer or controlling person shall have received notice of such
service on any designated agent), but failure to notify the Trust of any claim
shall not relieve it from any liability which it may have to the person against
whom such action is brought otherwise than on account of its indemnity
agreement contained in this Paragraph 7.2. The Trust will be entitled to
participate, at its own expense, in the defense, or, if it so elects, to assume
the defense of any suit which could result in liability to it under this
Paragraph 7.2, but, if the Trust elects to assume the defense, such defense
shall be conducted by counsel chosen by it and satisfactory to the Company and
to such of its Directors, officers and controlling person or persons as may be
defendants in the suit. In the event that the Trust elects to assume the
defense of any such suit and retain such counsel, the Company, such Directors,
officers and controlling person or persons shall bear the fees and expenses of
any additional counsel retained by them, but, in case the Trust does not elect
to assume the defense of any such suit, it will reimburse the Company, such
Directors, officers and controlling person or persons for the reasonable fees
and expenses of any counsel retained by them. The Trust agrees promptly to
notify the Company pursuant to Paragraph 10 of this Agreement of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issue and sale of any of its shares.

ARTICLE VIII

CONFIDENTIALITY

8. Subject to the requirements of legal process and regulatory authority,
each party shall treat as confidential all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or

<PAGE> 12

utilize confidential information without the express written consent of the
affected party until such time as it may come into the public domain.

ARTICLE IX

TERMINATION

9.1 This Agreement shall terminate:

(a) at the option of the Company or the Trust upon 90
days' advance written notice to all other parties to this
Agreement, provided, however, such notice shall not be given
earlier than twenty four months following the date of this
Agreement; or

(b) at the option of the Company if any of the
Trust's shares are not reasonably available to meet the
requirements of the Contracts funded in the Separate Account
as determined by the Company; or

(c) at the option of any party to this Agreement upon
institution of formal proceedings against any other party to
this Agreement by the Securities and Exchange Commission or any
other regulatory body; or

(d) upon the vote of Contract owners having an interest
in a particular Portfolio of the Separate Account. The Company
will give 30 days' prior written notice to the Trust of the
date of any proposed action to replace the Trust's shares; or

(e) at the option of the Company if the Trust's shares
are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the
use of such shares as the underlying investment medium of the
Contracts funded in the Separate Account; or

(f) at the option of the Company if any Series of the
Trust ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor similar
provision, or if the Company reasonably believes that any
Series of the Trust may fail to so qualify; or

(g) at the option of the Company if any Series of the
Trust fails to meet the diversification requirements specified
in paragraph 6.4 hereof.

9.2 Prompt notice of election to terminate under subparagraphs (b), (c),
(e), (f) and (g) of paragraph 9.1 shall be furnished by the electing party.

<PAGE> 13

9.3 Notwithstanding any termination of this Agreement, the Trust shall, at
the option of the Company, continue to make available additional shares of the
Trust pursuant to the terms and conditions of this Agreement for all Contracts
in effect on the effective date of termination of this Agreement (hereinafter
referred to as "Existing Contracts"). Specifically, without limitation, the
owners of the Existing Contracts shall be permitted to reallocate investments
in the Trust, redeem investments in the Trust or invest in the Trust upon the
making of additional purchase payments under the Existing Contracts. The
parties agree that this paragraph 9.3 shall not apply to any terminations under
Article V and the effect of such Article V terminations shall be governed by
Article V of this Agreement.

9.4 Notwithstanding Article V and the foregoing provisions of this Article
IX, the provisions of Article VII (Indemnification) and Article VIII
(Confidentiality) shall survive any termination of this Agreement.

ARTICLE X

NOTICES

10. Any notice shall be sufficiently given when sent by registered or
certified mail to each other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Trust:

JNL Series Trust
ATTN: Larry C. Jordan
Vice President & Asst. Treasurer
5901 Executive Drive
Lansing MI 48911

If to the Company or the Separate Account:

Jackson National Life Insurance Company
ATTN: John A. Knutson
Sr. Vice President & Chief Operating Officer
5901 Executive Drive
Lansing MI 48911

<PAGE> 14

ARTICLE XI

APPLICABLE LAW

11. This Agreement shall be construed in accordance with the laws of the
State of Michigan.

ARTICLE XII

MISCELLANEOUS

12.1 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.

12.2 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.3 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5 The Trust and the Company agree that the obligations of the Trust
under this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Trust individually, but are binding only upon the assets and
property of the Trust or of the appropriate Series thereof, as provided in the
Agreement and Declaration of Trust. The execution and delivery of this
Agreement has been authorized by the Trustees of the Trust, and signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them or any shareholder of the Trust

<PAGE> 15

individually or to impose any liability on any of them or any shareholder of
the Trust personally, but shall bind only the assets and property of the Trust
or of the appropriate Series thereof as provided in the Agreement and
Declaration of Trust.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

Attest: JNL Series Trust

By:
------------------------- ---------------------------
Larry C. Jordan
Vice President & Asst. Treasurer

Attest: Jackson National Life Insurance Company

By:
------------------------- ---------------------------
John A. Knutson
Chief Operating Officer

Jackson National Separate Account I
Attest: Jackson National Life Insurance Company

By:
------------------------- ----------------------------
John A. Knutson
Chief Operating Officer

<PAGE> 16

EXHIBIT A

JNL SERIES TRUST

- 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
- T. Rowe Price/JNL Mid-Cap Growth Series

<PAGE> 1
EX-99.B8-Custody

CUSTODY AGREEMENT

AGREEMENT dated as of May 12, 1995, between the JNL SERIES TRUST, a
Massachusetts business trust, having its principal office and place of business
at 5901 Executive Drive, Lansing, Michigan 48911 (the "Trust"), and THE
NORTHERN TRUST COMPANY (the "Custodian"), an Illinois Company with its
principal place of business at 50 LaSalle Street, Chicago, Illinois 60675.

WITNESSETH:

That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:

I. DEFINITIONS

Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires,
shall have the following meaning:

A. The "1940 Act" shall mean the Investment Company Act of 1940,
and the Rules and Regulations thereunder, all as amended from time
to time.

B. "Authorized Person" shall be deemed to include the Chairman
of the Board of Trustees, the President, and any Vice President, the
Secretary, the Treasure or any other person or entity, including but
not limited to any Investment Adviser appointed by the Trust to
manage all or any portion of a portfolio, whether or not any such
person is an officer or employee of the Trust, duly authorized by
the Board of Trustees to give Oral Instructions and Written
Instructions on behalf of the Trust and listed in the certification
annexed hereto as Schedule A or such other certification as may be
received by the Custodian from time to time.

C. "Board of Trustees" shall mean the Board of Trustees of the
Trust.

D. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities,
its successor or successors and its nominee or nominees.

E. "Agreement and Declaration of Trust" shall mean the Agreement
and Declaration of Trust of the Trust dated June 1, 1994, as
amended.

F. "Depository" shall mean the Depositary Trust Company, a
clearing agency registered with the Securities and Exchange
Commission under Section

<PAGE> 2

17(a) of the Securities Exchange Act of 1934, as amended, its
successor and its nominee or nominees, in which the Custodian in
hereby specifically authorized to make deposits. The term
"Depository" shall further mean and include any other person to be
named in a certificate authorized to act as a depository under the
1940 Act, its successor or successors and its nominee or nominees.

G. "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers' acceptances and short-term corporate obligations,
where the purchase or sale of such Securities normally requires
settlement in federal funds on the same day as such purchase or
sale, and repurchase and reverse repurchase agreements with respect
to any of the foregoing types of Securities.

H. "Oral Instructions" shall mean an oral communication actually
received by the Custodian from a person reasonably believed by
Custodian to be an Authorized Person.

I. "Portfolio" refers to a series within the JNL Series Trust or
any such other separate and distinct investment portfolio as may
from time to time be created and designated by the Trust in
accordance with the provisions of the Agreement and Declaration of
Trust and which the Trust and the Custodian shall have agreed in
writing shall be subject to this Agreement pursuant to the
provisions of Section V.B.

J. "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of
the Trust and the Trust's Shares under the Securities Act of 1933
and the 1940 Act, as amended.

K. "Shares" refers to the shares of beneficial interest of the
Trust.

L. "Security" or "Securities" shall have the meaning set forth
in Section 2(a)(36) of the 1940 Act.

M. "Sub-Custodian" shall mean and include (i) any branch of the
Custodian, (ii) any branch of a "qualified U.S. bank," as that term
is defined in Rule 17f-5 under the 1940 Act, (iii) any "eligible
foreign Custodian," as that term is defined in Rule 17f-5 under the
1940 Act, approved by the Board of Trustees and having a contract
with the Custodian which contract has been approved by the Board of
Trustees, and (iv) any Securities depository or clearing agency,
incorporated or organized under the laws of a country other than the
United States, which operates the central system for

<PAGE> 3

handling of Securities or equivalent book-entries in that country or
a transnational system for the central handling of Securities or
equivalent book-entries, which Securities depository or
clearing agency has been approved by the Board of Trustees,
provided, that the Custodian or a Sub-Custodian has entered into an
agreement with such Securities depository or clearing agency.

N. "Transfer Agent" shall mean the person which performs as the
transfer agent, dividend disbursing agent and shareholder servicing
agent for the Trust.

O. "Written Instructions" shall mean a written communication
actually received by the Custodian from a person reasonably believed
by Custodian to be an Authorized Person by any system whereby the
receiver of such communication is a person reasonably believed by
Custodian to be able to verify through codes or otherwise with a
reasonably degree of certainly the authenticity of the sender of
such communication. However, "Written Instructions" from an
Investment Adviser, or entity performing administrative services to
the Custodian means an electronic communication transmitted and
actually received by the Custodian.

II. APPOINTMENT OF CUSTODIAN.

A. The Trust hereby constitutes and appoints the Custodian as
Custodian of all the Securities and monies owned by or in the
possession of the Trust during the period of this Agreement, and
appoints the Custodian to calculate the daily net asset values of
the Portfolios. In connection with Custodian's provision of such
services, Custodian shall perform the duties as hereinafter set
forth.

B. The Custodian hereby accepts appointment as such Custodian
and agrees to perform the duties thereof as hereinafter set forth.

C. The Trust hereby represents, warrants and acknowledges to the
Custodian:

(1) That it is trust duly organized and existing
under the laws of the Commonwealth of Massachusetts and that
it is registered under the 1940 Act; and

(2) That is has the requisite power and authority
under its Agreement and Declaration of Trust to enter into
this Agreement; that is has taken all requisite action
necessary to appoint Custodian as custodian to the extent
provided in this Agreement; that this Agreement has been duly
executed and delivered by Trust; and that

<PAGE> 4

this Agreement constitutes a legal, valid and binding
obligation of the Trust enforceable in accordance with its
terms.

D. The Custodian hereby represents, warrants and acknowledges to
the Trust:

(1) That it is a trust company duly organized and
existing and in good standing under the laws of the State of
Illinois; and

(2) That it has the requisite power and authority
under applicable law, its charter and its bylaws to enter
into and perform this Agreement; that this Agreement has been
duly executed and delivered by Custodian; and that this
Agreement constitutes a legal, valid and binding obligation
of Custodian, enforceable with its terms.

III. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.

A. The Trust will deliver or cause to be delivered to the
Custodian and the Sub-Custodians all Securities and monies owned by
the Trust, except as permitted by the 1940 Act, at any time during
the period of this Agreement and shall specify the Portfolio to
which the Securities and monies are to be specifically allocated.
The Custodian will not be responsible for such Securities and monies
until actually received by it or by a Sub-Custodian. The Trust
shall instruct the Custodian from time to time in its sole
discretion, by means of Written Instructions, as to the manner in
which and in what amounts Securities, and monies of a Portfolio are
to be deposited on behalf of such Portfolio in the Book-Entry System
or the Depository; provided, however, that prior to the deposit of
Securities of a Portfolio in the Book-Entry System or in the
Depository, including a deposit in connection with the settlement of
a purchase or sale, the Custodian shall have received a certificate
from the Trust specifically approving such deposits by the Custodian
or a Sub-Custodian in the Book-Entry System or the Depository.
Securities and monies of a Portfolio deposited in the Book-Entry
System or the Depository will be represented in accounts which
include only assets held by the Custodian for its customers.

B. Custodian will calculate Trust's net asset value, in
accordance with Trust's Prospectus, once daily. Custodian will
report daily prices for Securities for which market quotations are
available by the use of outside services normally used and
contracted for this purpose; all other Securities will be priced in
accordance with Trust's instructions. Custodians will have no
responsibility for the accuracy of the prices quoted by these
outside services, for the information supplied by Trust, or for
acting upon the instructions of the Trust.

<PAGE> 5

C. In the event that any payment made for a Portfolio under this
Agreement exceeds the funds available in that Portfolio's account,
the Custodian or Sub-Custodian may in its discretion, advance the
Trust on behalf of that Portfolio an amount equal to such excess and
such advance shall be deemed an overdraft from the Custodian or
Sub-Custodian to that Portfolio payable on demand, bearing interest
at the rate of interest customarily charged by the Custodian or
Sub-Custodian on similar overdrafts from the date advanced until the
date of payment. Trust hereby grants Custodian a lien on and
security interest in the assets of the Portfolios in the amount of
any outstanding overdraft and related overdraft charges.

D. Promptly after the close of business on each business day,
the Custodian shall furnish the Trust with confirmations and a
summary of all transfers to or from the account of each Portfolio
during said day. Such summary include without limitation, as to
property acquired for a Portfolio, the identity of the entity having
physical possession of such property. Where Securities purchased by
a Portfolio are in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the Custodian's
account on the books of the Depository, the Book-Entry System or a
Sub-Custodian, the Custodian shall by book entry or otherwise
identify the quantity of those Securities belonging to such
Portfolio. At least monthly, the Custodian shall furnish the Trust
with a detailed statement of the Securities and monies held by it
and all Sub-Custodians for each Portfolio. In the absence of the
filing in writing with the Custodian by the Trust of exceptions or
objections to any such statement within 90 days after the date that
a material defect is reasonably discoverable, the Trust shall be
deemed to have approved such statement; and in such case or upon
written approval of the Trust of any such statement the Custodian
shall, to the extent permitted by law and provided the Custodian has
met the standard of care set forth in Section XIV of this Agreement,
be released, relieved and discharged with respect to all matters and
things set forth in such statement as though such statement had been
settled by the decree of a court of competent jurisdiction in an
action in which the Trust and all persons having any equity interest
in the Trust were parties.

E. All Securities held for a Portfolio which are issued or
issuable only in bearer form, except such Securities as are held in
the Book-Entry System, shall be held by the Custodian or a
Sub-Custodian in that form; all other Securities held for a
Portfolio may be registered in the name of that Portfolio, in the
name of any duly appointed registered nominee of the Custodian or a
Sub-Custodian as the Custodian or such Sub-Custodian may from time
to time determine, or in the name of the Book-Entry System or the
Depository or their successor or successors, or their

<PAGE> 6

nominee or nominees. The Trust reserves the right to instruct the
Custodian as to the method of registration and safekeeping of the
Securities. The Trust agrees to furnish to the Custodian
appropriate instruments to enable the Custodian or any Sub-Custodian
to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the Book-Entry
System or the Depository, any Securities which the Custodian or a
Sub-Custodian may hold for the account of a Portfolio and which may
from time to time be registered in the name of a Portfolio. The
Custodian shall hold all such Securities specifically allocated to a
Portfolio which are not held in the Book-Entry System or the
Depository in a separate account for such Portfolio in the name of
such Portfolio physically segregated at all times from those of any
other person or persons. The Trust agrees to hold Custodian and its
nominee harmless for any liability as a shareholder of record of
Securities held in custody.

F. Upon receipt of a Written Instructions, the Custodian will
establish segregated accounts on behalf of a Portfolio to hold
liquid or other assets as it shall be directed by a Written
Instruction and shall increase or decrease the assets in such
segregated accounts only as it shall be directed by subsequent
Written Instruction.

G. Unless otherwise instructed to the contrary by a Written
Instruction, the Custodian, by itself or through the use of the
Book-Entry System or the Depository with respect to Securities
therein deposited, shall, or shall instruct the relevant
Sub-Custodian to:

(1) Collect all income due or payable with respect
to Securities held for a Portfolio in accordance with this
Agreement;

(2) Present for payment and collect the amount
payable upon all Securities which may mature or be called,
redeemed or retired, or otherwise become payable;

(3) Surrender Securities in temporary form for
derivative Securities;

(4) Execute any necessary declarations or
certificates of ownership under the federal income tax laws
or the laws or regulations of any other taxing authority now
or hereafter in effect; and

(5) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein
deposited, for the account of each Portfolio all rights and
similar Securities issued with respect to any Securities held
by the Custodian or relevant Sub-Custodian for each
Portfolio.

<PAGE> 7

If the Custodian or any Sub-Custodian causes the account of
Portfolio to be credited on the payable date for interest, dividends or
redemptions, the particular Portfolio involved will promptly return to
the Custodian any such amount or property so credited upon oral or
written notification that neither the Custodian nor the relevant
Sub-Custodian can collect such amount or property in the ordinary course
of business. The Custodian or such Sub-Custodian, as the case may be,
shall have not duty or obligation to institute legal proceedings, file a
claim or proof of claim in any insolvency proceeding or take any other
action with respect to the collection of such amount or property beyond
its ordinary collection procedures.

It shall be the responsibility of Trust to furnish Custodian with
the declaration, record and payment dates and amounts of any dividends or
income and any other special actions required concerning each of its
Securities when such information is not readily available from generally
accepted Securities industry services or publications.

H. Upon receipt of a Written Instruction and not otherwise,
except for subparagraphs (5), (6), (7), and (8) of this Section III.
H. which may be effected by Oral or Written Instructions, the
Custodian, directly or through the use of the Book-Entry System or
the Depository, shall, or shall instruct the relevant Sub-Custodian
to:

(1) Execute and deliver or cause to be executed and
delivered to such persons as may be designated to such
Written Instructions, proxies, consents, authorizations, and
any other instruments whereby the authority of the Trust as
owner of any Securities may be exercised;

(2) Deliver or cause to be delivered any Securities
held for a Portfolio in exchange for other Securities or cash
issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any
conversion privilege;

(3) Deliver or cause to be delivered any Securities
held for a Portfolio to any protective committee,
reorganization committee or other person in connection with
the reorganization, refinancing, merger, consolidation or
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement in the
separate account for each Portfolio certificates of deposit,
interim receipts or other instruments or documents as may be
issued to it to evidence such delivery.

<PAGE> 8

(4) May or cause to be made such transfers or
exchanges of the assets specifically allocated to the
separate account of a Portfolio and take such other steps as
shall be stated in Written Instructions to be for the purpose
of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of
the Trust.

(5) Deliver Securities upon sale of such Securities
for the account of a Portfolio pursuant to Section VI;

(6) Deliver Securities upon the receipt of payment
in connection with any repurchase agreement related to such
Securities entered into by a Portfolio;

(7) Deliver Securities owned by a Portfolio to the
issuer thereof or its agent when such Securities are called,
redeemed, retired, or otherwise become payable; provided,
however, that in any such case the cash or other
consideration is to be delivered to the Custodian or
Sub-Custodian, as the case may be.

(8) Deliver Securities for delivery in connection
with any loans of Securities made by a Portfolio but only
against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Trust which may be in
the form of cash or obligations issued by the United States
Government, its agencies or instrumentalities;

(9) Deliver Securities for delivery as security in
connection with any borrowings by a Portfolio requiring a
pledge of Portfolio assets, but only against receipt of the
amounts borrowed;

(10) Deliver Securities owned by any Portfolio as
collateral in connection with short sales by such Portfolio
of common stock for which such Portfolio owns the stock or
owns preferred stocks or debt Securities convertible or
exchangeable, without payment of further consideration, into
shares of the common stock sold short;

(11) Deliver Securities owned by any Portfolio for
any purpose expressly permitted by and in accordance with
procedures described in the Prospectus; and

(12) Deliver Securities owned by any Portfolio for
any other proper business purpose, but only upon receipt of,
in addition to Written Instructions, a certified copy of a
resolution of the Board of Trustees signed by an Authorized
Person and certified by the Secretary of the Trust,
specifying the Securities to be delivered,

<PAGE> 9

setting forth the purpose for which such delivery is to be
made, declaring such purpose to be proper business purpose,
and naming the person or persons to whom delivery of such
Securities shall be made.

I. The Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received by
the Custodian for the account of a Portfolio.

J. Custodian will pay or cause to be paid insofar as funds are
available for the purpose, bills, statements and other obligations
of Trust (including but not limited to obligations in connection
with the conversation, exchange or surrender of Securities owned by
Trust, interest charges, dividend disbursements, taxes, management
fees, custodian fees, legal fees, auditors' fees, transfer agents'
fees, brokerage commissions, compensation to personnel, and other
operating expenses of Trust) pursuant to instructions of Trust
setting forth the name of the person to whom payment is to be made,
the amount of the payment, and the purpose of the payment.

K. Upon the Written Instruction of the Trust or as demanded by
federal or state regulatory agencies, Custodian will instruct any
Sub-Custodian to give such persons as are authorized by the Trust
including Trust's independent public accountants, reasonable access
to Sub-Custodian's records or reasonable confirmation of the
contents of such records; and if demanded, to permit federal and
state regulatory agencies to examine the books, records and
Securities held by Sub-Custodian which relate to Trust.

L. The Custodian shall not be under any duly or obligation to
take action to effect collection of any amount due to any Portfolio
from the Transfer Agent nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by the
Custodian to the Transfer Agent in accordance with this Agreement.

M. The books and records of the Custodian shall be open to
inspection and audit at reasonable times by officers and auditors
employed by the Trust and by the appropriate employees of the
Securities and Exchange Commission.

N. The Custodian shall provide the Trust with any report
obtained by the Custodian on the system of internal accounting
control of the Book-Entry System, the Depository or a Sub-Custodian
and an annual report on its own systems of internal accounting
control.

<PAGE> 10

O. Custodian and Trust may from time to time adopt procedures as
they agree upon, and Custodian may conclusively assume that no
procedure agreed upon or directly by Trust or its accountants or
other advisers conflicts with or violates any requirements of its
Prospectus, Agreement and Declaration of Trust, bylaws, all
applicable law, rule or regulation, or any order, decree or
agreement by which Trust may be bound.

P. Any cash held from time to time by the Custodian in any
Portfolio shall be uninvested subject to contrary direction from
Trust.

IV. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE TRUST HELD
OUTSIDE THE UNITED STATES.

A. The Custodian may appoint one or more Sub-Custodians to act
as Depository or Depositories or as sub-custodian or sub-custodians
of Securities and moneys at any time owned by any Portfolio, upon
terms and conditions as are specified in this Agreement. Custodian
shall oversee the maintenance of any Securities or moneys of any
Portfolio by Sub-Custodian.

B. If, after the initial approval of Sub-Custodians by the Board
of Trustees in connection with this Agreement, the Custodian wishes
to appoint other Sub-Custodians to hold property of the Portfolios,
it will so notify the Trust and provide it with information
reasonably necessary to determine any such new Sub-Custodian's
eligibility under Rule 17f-5 under the 1940 Act, including a copy of
the proposed agreement with such Sub-Custodian. The Trust shall
within 45 days after receipt of such notice and information give a
written approval or disapproval of the proposed action.

C. The Agreement between Custodian and each Sub-Custodian acting
hereunder shall contain the required provisions set forth in Rule
17f-5(a)(1)(iii).

D. If the Custodian intends to remove any Sub-Custodian
previously approved by the Board of Trustees, it shall so notify the
Trust and move the property of the Portfolio(s) deposited with such
Sub-Custodian to another Sub-Custodian previously approved by the
Board of Trustees. The Custodian shall take such steps as may be
required to remove any Sub-Custodian that has ceased to meet the
requirements of Rule 17f-5 under the 1940 Act.

E. The Custodian hereby warrants to the Trust that in its
opinion, after due inquiry, the established procedures to be
followed by each Sub-Custodian holding property of a Portfolio
pursuant to this Agreement afford protection for such property not
materially different from that afforded by

<PAGE> 11

the Custodian's established procedures with respect to similar
property held by it (and its securities deposities) in Chicago,
Illinois.

F. With respect to property of a Portfolio which is maintained
by the Custodian in the physical custody of a Sub-Custodian pursuant
to this Section IV:

(1) The Custodian will identify on its books as
belonging to the particular Portfolio any property held by
such Sub-Custodian.

(2) In the event that a Sub-Custodian permits any
of the Securities placed in its care to be held in an
eligible foreign securities depository, such Sub-Custodian
will be required by its agreement with the Custodian to
identify on its books such Securities as being held for the
account of the Custodian as a custodian for its customers.

(3) Any Securities held by a Sub-Custodian will be
subject only to the instructions of the Custodian or its
agents; and any Securities held in an eligible foreign
securities depository for the account of a Sub-Custodian will
be subject only to the instructions of such Sub-Custodian.

(4) The Custodian will only deposit property of a
Portfolio in an account with a Sub-Custodian which includes
exclusively the assets held by the Custodian for its
customer, and will cause such account to be designated by
such Sub-Custodian as a special custody account for the
exclusive benefit of customers of the Custodian.

G. Securities and other assets maintained in the custody of a
Foreign Sub-Custodians will be limited to:

(1) "Foreign Securities", as defined in paragraph
(c)(1) of Rule 17f-5 under the 1940 Act, and,

(2) "Cash and Cash Equivalents" in such amounts as
the Custodian or the Trust may determine to be reasonably
necessary to affect the Trust's foreign Securities
transactions. The Custodian shall identify on its books as
belonging to the Trust, the foreign Securities of the Trust,
held by each Foreign Sub-Custodian.

H. Upon request of the Trust, the Custodian will use its best
efforts to arrange for the independent accountants of the Trust to
be afforded reasonable access to the books and records of any
foreign banking institution

<PAGE> 12

employed as a Foreign Sub-Custodian insofar as such books and
records relate to the performance of such foreign banking
institution for services in connection with assets of the Trust
under its agreement with the Custodian or to be provided reasonable
confirmation of the contents of such records.

I. The Custodian will supply to the Trust from time to time, as
mutually agreed upon, statements in respect of the Securities and
other assets of the Trust held by Foreign Sub-Custodians, including
but not limited to an identification of entities having possession
of the Trust's Securities and other assets and advices for
notifications of any transfers of Securities to or from each
custodial account maintained by a foreign banking institution for
the Custodian on behalf of the Trust indicating, as to Securities
acquired for the Trust, the identity of the entity having physical
possession of such Securities.

J. The Custodian shall furnish annually to the Trust, during the
month of August, information containing the Foreign Sub-Custodians
employed by the Custodian. Such information shall be similar in
kind and scope to that furnished to the Trust in connection with the
initial approval of this Agreement. In addition, the Custodian will
promptly inform the Trust in the event that the Custodian learns of
a material adverse change in the financial condition of a Foreign
Sub-Custodian or any material loss of the assets of the Trust.

V. COMPENSATION.

A. The Trust will compensate the Custodian for its services
rendered under this Agreement in accordance with the Fee Schedule
annexed hereto as Schedule B and incorporated herein for Portfolios
of the Trust. Such Fee Schedule does not include out-of-pocket
disbursements of the Custodian for which the Custodian shall be
entitled to bill separately. Out-of-pocket disbursement may include
only the items specified in Schedule B which may be modified by the
Custodian if the Trust consents in writing to the modification.

B. The parties hereto will agree upon the compensation for
acting as Custodian for any Portfolio hereafter established and
designated and at the time that the Custodian commences serving as
such for said Portfolio; such agreement shall be reflected in a fee
schedule for that Portfolio which shall be agreed upon in writing by
Custodian and Trust.

C. Any compensation agreed to hereunder may be adjusted from
time to time by agreement in writing by Custodian and Trust.

<PAGE> 13

D. The Custodian will bill the Trust for its services to each
Portfolio hereunder as soon as practicable after the end of each
calendar quarter, and said billings will be detailed in accordance
with the Fee Schedule for the Trust. The Trust will promptly pay to
the Custodian the amount of such billing. The Custodian shall have
a lien on the property in each Portfolio for any compensation or
expense amount owing to the Custodian in connection with such
Portfolio from time to time under this Agreement. However, if Trust
notifies Custodian in writing describing its good faith dispute
concerning an outstanding balance, no such lien attaches to the
disputed amount until Trust's liability with respect thereto is
agreed or determined.

E. The Custodian (not the Trust) will be responsible for the
payment of the compensation of each Sub-Custodian. The Trust shall
not be responsible for the reimbursement to the Custodian for
Custodian's payment of the compensation to each Sub-Custodian.

VI. PURCHASE AND SALE OF INVESTMENTS OF A PORTFOLIO.

A. Promptly after each purchase of Securities for a Portfolio,
the Trust shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, a
Written Instruction and (ii) with respect to each purchase of Money
Market Securities, either a Written Instruction or Oral Instruction,
in either case specifying with respect to each purchase: (1) the
name of the Portfolio to which such Securities are to be
specifically allocated; (2) the name of the issuer and the title of
the Securities; (3) the number of shares or the principal amount
purchased and accrued interest, if any; (4) the date of purchase and
settlement; (5) the purchase price per unit; (6) the total amount
payable upon such purchase; (7) the name of the person from whom or
the broker through whom the purchase was made, if any; and (8)
whether the Security is to be received in certificated form or via
Book Entry Form through the Book Entry System or the Depository.
The Custodian or specified Sub-Custodian shall receive the
Securities purchased by or for a Portfolio and upon receipt thereof
shall pay to the broker or other person designated by the Trust out
of the monies held for the account of such Portfolio the total
amount payable upon such purchase, provided that the same conforms
to the total amount payable as set forth in such Written or Oral
Instruction.

VII. LENDING SECURITIES.

If any Portfolio is permitted by the terms of the Agreement and
Declaration of Trust and the Prospectus to lead Securities, then the
Board of Trustees may approve a separate written agreement between the
Trust and Custodian

<PAGE> 14

authorizing the Custodian to lend such Securities. Such agreement may
provide for the payment of additional reasonable compensation to the
Custodian.

<PAGE> 15

VIII. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.

A. The Trust shall furnish to the Custodian the vote of the
Board of Trustees or the Dividend Committee thereof, as the case may
be, certified by the Secretary of the Trust (i) authorizing the
declaration of distributions with respect to a Portfolio on a
specified periodic basis and authorizing the Custodian to rely on
Oral or Written Instructions specifying the date of the declaration
of such distribution, the date of payment thereof, the record date
as of which shareholders entitled to payment shall be determined,
the amount payable per Share to the shareholders of record as of the
record date and the total amount payable to the Transfer Agent on
the payment date, or (ii) setting forth the date of declaration of
any distribution by a Portfolio, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be
determined, the amount payable per Share to the shareholders of
record as of the record date and the total amount payable to the
Transfer Agent on the payment date.

B. Upon the payment date specified in such vote, Oral
Instructions, or Written Instructions, as the case may be, the
Custodian shall pay the total amount payable to the Transfer Agent
out of the monies specifically allocated to and held for the account
of the appropriate Portfolio.

IX. SALE AND REDEMPTION OF SHARES OF THE TRUST.

A. Whenever the Trust shall sell any Shares of a Portfolio, the
Trust shall deliver or cause to be delivered to the Custodian a
Written Instruction duly specifying:

(1) The name of the Portfolio whose Shares were
sold;

(2) The number of Shares sold, trade date, and price:
and

(3) The amount of money to be received by the Custodian for
the sale of such Shares.

The Custodian understands and agrees that Written Instructions may be
furnished subsequent to the purchase of Shares of a Portfolio and that
the information contained therein will be derived from the sales of
Shares as reported to the Trust by the Transfer Agent.

B. Upon receipt of such money from the Transfer Agent, the
Custodian shall credit such money to the separate account of the
Portfolio specified in (A)(1) above.

<PAGE> 16

C. Upon issuance of any Shares of a Portfolio in accordance with
the foregoing provisions of this Section IX, the Custodian shall pay
all original issue or other taxes required to be paid in connection
with such issuance upon the receipt of a Written Instruction
specifying the amount to be paid.

D. Except as provided hereafter, whenever any Shares of a
Portfolio are redeemed, the Trust shall cause the Transfer Agent to
promptly furnish the Custodian Written Instructions specifying:

(1) The name of the Portfolio whose Shares were redeemed;

(2) The number of Shares redeemed; and

(3) The amount to be paid for the Shares redeemed.

The Custodian further understands that the information contained in such
Written Instructions will be derived from the redemption of Shares as
reported to the Trust by the Transfer Agent.

E. Upon receipt from the Transfer Agent of advice setting forth
the number of Shares of a Portfolio being redeemed pursuant to valid
instructions as described in the Prospectus, the Custodian shall
make payment to the Transfer Agent out of the monies specifically
allocated to and held for the account of the Portfolio specified in
D.(1) above of the total amount specified in a Written Instruction
issued pursuant to paragraph D. of this Section IX.

F. Custodian shall not have any duty or responsibility to
determine (i) that shares purchased from a Portfolio have been added
to the proper shareholder account or accounts or that proper number
of such shares have been added to the shareholder records, or (ii)
that shares of a Portfolio redeemed by the Trust have been removed
from the proper shareholder account or accounts or that the proper
number of shares have been canceled and removed from the shareholder
records.

X. INDEBTEDNESS.

A. The Trust will cause to be delivered to the Custodian by any
bank (excluding the Custodian) from which the Trust borrows money,
using Securities as collateral, a notice or undertaking in the form
currently employed by any such bank setting forth the amount which
such bank will loan to the Trust against delivery of a stated amount
of collateral. The Trust shall promptly deliver to the Custodian
Written Instructions stating with respect to each such borrowing:
(1) the name of the Portfolio for

<PAGE> 17

which the borrowing is to be made; (2) the name of the bank; (3) the
amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly
endorsed by the Trust, or other loan agreement; (4) the time and
date, if known, on which the loan is to be entered into (the
"borrowing date"); (5) the date on which the loan becomes due and
payable: (6) the total amount payable to the Trust for the separate
account of the Portfolio on the such loan, including the name of the
issuer, the title and the number of shares or the principal amount
of any particular Securities; (8) whether the Custodian is to
deliver such collateral through the Book-Entry System or the
Depository; and (9) a statement that such loan is in conformance
with the 1940 Act and the Prospectus.

B. Upon receipt of the Written Instruction referred to in
paragraph (A) above, the Custodian shall deliver on the borrowing
date the specified collateral and the executed promissory note, if
any, against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total amount
payable as set forth in the Written Instruction. The Custodian may,
at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory note or
loan agreement. The Custodian shall deliver as additional
collateral in the manner directed by the Trust from time to time
such Securities specifically allocated to such Portfolio as may be
specified in Written Instruction to collateralize further any
transaction described in this Section X. The Trust shall cause all
Securities released from collateral status to be returned directly
to the Custodian, and the Custodian shall receive from time to time
such return of collateral as may be tendered to it. In the event
that the Trust fails to specify in Written Instruction all of the
information required by this Section X, the Custodian shall not be
under any obligation to deliver any Securities. Collateral returned
to the Custodian shall be held hereunder as it was prior to being
used as collateral.

XI. CORPORATE ACTION.

Whenever the Custodian or any Sub-Custodian (other than a foreign
Securities depository or clearing agency) receives information concerning
Securities held for a Portfolio which requires discretionary action by
the beneficial owner of the Securities (other than a proxy), such as
subscription rights, bond issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be transmitted
to Securities holders ("Corporate Actions"), the Custodian will give the
Trust and Trust's designated agent(s) notice of such Corporate Actions to
the extent that the Custodian's central corporate actions department has
actual knowledge of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend,

<PAGE> 18

stock split or similar Corporate Action is received which bears an
expiration date, the Custodian will endeavor to obtain Written or Oral
instructions from the Trust, but if such Instructions are not received in
time for the Custodian to take timely action, or actual notice of such
Corporate Action was received too late to seek such Instructions, the
Custodian is authorized to sell, or cause a Sub-Custodian to sell, such
rights entitlement or fractional interest and to credit the applicable
account with the proceeds and to take any other action it deems, in good
faith, to be appropriate, in which case, provided it has met the standard
of care in Section XIV hereof, it shall be held harmless by the
particular Portfolio involved for any such action.

XII. PROXIES AND NOTICES.

With respect to assets denominated in U.S. dollars and assets denominated
in currencies of any foreign countries from which Custodian is able to
forward all such proxies and other material, Custodian will promptly
deliver or mail or have delivered or mailed to Trust all proxies properly
signed, all notices of meetings, all proxy statements and other notices,
requests or announcements distributed to security holders and received by
Custodian affecting or relating to Securities held by Custodian for Trust
and will, upon receipt of instructions, execute and deliver or cause its
nominee to execute and deliver or mail or have delivered or mailed such
proxies or other authorizations as may be required. With respect to
assets denominated in currencies of any foreign countries from which
Custodian is unable to forward all such proxies and other material,
Custodian shall vote any proxies relating to Securities for management
unless given prior direction to the contrary from Trust. Except as
provided by this Agreement or pursuant to instructions hereinafter
received by Custodian, neither it nor its nominee will exercise any power
inherent in any such Securities, including any power to vote the same, or
execute any proxy, power of attorney, or other similar instrument voting
any of such Securities, or give any consent, approval or waiver with
respect thereto, or take any other similar action.

XIII. PERSONS HAVING ACCESS OF THE PORTFOLIOS.

A. No Trust or agent of the Trust, and no officer, director,
employee or agent of the Trust's investment adviser, or of any
sub-investment adviser of the Trust, shall have physical access to
the assets of the Trust held by the Custodian or any Sub-Custodian
or be authorized or permitted to withdraw any investments of the
Trust, nor shall the Custodian or any Sub-Custodian deliver any
assets of the Trust to any such person. No officer, director,
employee or agent of the Custodian who holds any similar position
with the Trust's investment adviser, with any sub-investment adviser
of the Trust or with the Administrator shall have access to the
assets of the Trust.

<PAGE> 19

B. Nothing in this Section XIII shall prohibit any officer,
employee or agent of the Trust, or any officer, director, employee
or agent of the investment adviser, or any sub investment adviser of
the Trust, from giving Oral Instructions or Written Instructions to
the Custodian or executing a Certificate so long as it does not
result in delivery of or access to assets of the Trust prohibited by
paragraph A of this Section XIII.

C. The Custodian represents that it maintains a system that is
reasonably designed to prevent unauthorized persons from having
access to the assets that it holds (by any means) for its customers.

XIV. CONCERNING THE CUSTODIAN.

A. The Custodian shall be obligated to perform only such
services as are set forth in this Agreement. The Custodian shall be
protected in acting upon any Oral Instructions or Written
Instructions actually received by the Custodian which are not
contrary to the provisions of this Agreement. The Trust agrees to
forward to the Custodian Written Instructions from an Authorized
Person confirming such Oral Instructions in such manner so that such
Written Instructions are received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business on the same
day that such Oral Instructions are given to the Custodian. The
Trust agrees that the fact that such confirming instructions are not
received by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized
by the Trust. The Trust agrees that the Custodian shall incur no
liability to the Trust in (i) acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from a duly
Authorized Person or (ii) deciding not to act solely upon Oral
Instructions, provided that the Custodian shall be required to
contact the giver of such Oral Instructions and request written
confirmation immediately following any such decision not to act.
The Custodian may receive and accept a certified copy of a vote of
the Board of Trustees of the Trust as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or (b)
of any determination or of any action by the Board of Trustees
pursuant to the Agreement and Declaration of Trust as described in
such vote, and such vote may be considered as in full force and
effect until receipt by the Custodian of written notice to the
contrary.

B. So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title
thereto received by it or delivered by it pursuant to this Agreement
and shall be held harmless in acting upon any Oral Instructions or
Written Instructions reasonably believed by it to be

<PAGE> 20

genuine and to be signed by the proper party or parties, including
any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall
indemnify and hold the Trust harmless for any loss which shall occur
as the result of the failure of the Custodian, a Sub-Custodian or
any of their agents to exercise reasonable care with respect to
their respective obligations under this Agreement and the
safekeeping of Trust property; provided, that such indemnity and
hold harmless obligation shall not apply with respect to the acts or
omissions of any foreign Securities depository or clearing agent
described in I.M. (iv) to the extent that the agreement between the
Custodian and the Sub-Custodian for the relevant jurisdiction
provides in substance (a) that the maintenance of Trust Securities
in such foreign Securities depository or clearing agent shall not
affect the Sub-Custodian's standard of care, (b) that the
Sub-Custodian shall indemnify and hold harmless the Custodian and
Trust for, and/or provide reasonable insurance to protect against,
any loss, which shall occur as the result of the failure of the
Sub-Custodian to exercise reasonable care with respect to the Trust
property, and (c) that the Sub-Custodian shall remain as fully
responsible to the Custodian and the Trust for any loss or damage to
such Securities as if it had itself retained physical possession of
such Securities. The determination of whether the Custodian or a
Sub-Custodian has exercised reasonable care in connection with the
safekeeping of the Trust property shall be made in light of the
standards applicable to the Custodian with respect to similar
property held by it in Chicago, Illinois. The determination of
whether the Custodian or a Sub-Custodian has exercised reasonable
care with respect to their other respective obligations under this
Agreement shall be made in light of prevailing standards applicable
to professional custodians in the jurisdiction in which custodian
services are performed. The foregoing indemnity and hold harmless
obligation of the Custodian shall extend only to the Trust's direct
damages and expenses, which damages, for purposes of property only,
shall be determined based on the market value of the property which
is the subject to the loss at the date of discovery of such loss and
without reference to any special conditions or circumstances.

C. The Custodian shall be entitled to rely, and may act upon the
advice of counsel (who may be counsel for the Trust) on all matters
and shall be without liability for any actions reasonably taken or
omitted in good faith and without negligence pursuant to such
advice.

<PAGE> 21

D. It is specifically acknowledged that the Custodian shall have
no duty or responsibility to:

(1) Question Written Instructions or Oral
Instructions or make suggestions to the Trust or an
Authorized Person regarding such Instructions;

(2) Supervise or make recommendations with respect
to investments or the retention of Securities;

(3) Review or reconcile trade confirmations
received from brokers.

E. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by
it for the Trust and specifically allocated to a Portfolio are such
as may properly be held by the Trust under the provisions of the
Agreement and Declaration of Trust and the Prospectus.

F. The Trust agrees to indemnify and hold the Custodian harmless
from all loss, cost, taxes, charges, assessments, claims, and
liabilities (including, without limitation, liabilities arising
under the Securities Act of 1933, the Securities Exchange Act of
1934 and the 1940 Act and state or foreign securities laws) and
expenses (including reasonable attorneys fees and disbursements)
arising directly or indirectly from (a) any action taken or omitted
by the Custodian (i) at the request or on the direction of or in
reliance upon the advise of Trust or in reasonable reliance upon the
Prospectus or pursuant to this Agreement or (ii) upon Oral or
Written Instructions; provided that the foregoing indemnity shall
not apply to any loss, cost, tax, charge, assessment, claim
liability or expense to the extent the same is attributable to the
Custodian's, or any Sub-Custodian's or their agent's negligence,
willful misconduct, bad faith or reckless disregard of duties and
obligations under this Agreement, and (b) the Trust's refusal or
failure to comply with the terms of this Agreement (including
without limitation the Trust's failure to pay or reimburse Custodian
under this indemnification provision), the Trust's negligence or
willful misconduct, or the failure of any representation or warranty
of the Trust hereunder to be and remain true and correct in all
respects at all times.

G. The Trust on behalf of the particular Portfolio involved
agrees to hold the Custodian harmless from any liability or loss
resulting from the imposition or assessment of any taxes or other
governmental charges on a Portfolio.

<PAGE> 22

H. Without limiting the generality of the foregoing, the
Custodian shall not be liable for any loss which results from:

(1) the general risk of investing; or

(2) losses resulting from nationalization,
expropriation or other governmental actions; regulation of
the banking or securities industry; currency restrictions,
devaluation or fluctuations; and market conditions which
prevent the orderly execution of securities transactions or
affect the value of property held pursuant to this Agreement.

I. No party shall be liable to the other for any loss due to
forces beyond their control including but not limited to any
interruption, loss or malfunction of any utility, transportation,
computer (hardware or software) or communications service, inability
to obtain labor, material, equipment or transportation, or a delay
in the mails, strikes or work stoppages, acts of war or terrorism,
riot, insurrection, revolution, vandalism, nuclear fusion, fission
or radiation, freezes, floods, fires, tornadoes, or acts of God or
public enemy.

J. If the Trust requires the Custodian to take any action with
respect to Securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Trust being liable for the
payment of money or incurring liability of some other form, the
Trust as prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and
form satisfactory to it.

K. Without limiting the generality of the foregoing, Custodian
shall be under no duty or obligation to inquire into, and shall not
be liable for:

(1) The validity of the issue of any Securities
purchased by or for Trust, the legality of the purchase
thereof or evidence of ownership required by Trust to be
received by Custodian, or the property of the decision to
purchase or amount paid therefor;

(2) The legality of the sale of any Securities by
or for the Trust, or the propriety of the amount for which
the same are sold;

(3) The legality of the issue or sale of any Shares
of the Trust, or the sufficiency of the amount to be received
therefor;

(4) The legality of the repurchase or redemption of
any Trust Shares, or the propriety of the amount to be paid
therefor; or

<PAGE> 23

(5) The legality of the declaration of any dividend
by Trust, or the legality of the issue of any Trust Shares in
payment of any stock dividend.

L. Custodian shall not be liable for, or considered to be
Custodian of, any money represented by any check, draft, wire
transfer, clearinghouse funds, uncollected funds, or instrument for
the payment of money received by it on behalf of Trust, until
Custodian actually received such money.

M. The Trust shall deliver a copy of the Prospectus to the
Custodian. The Trust shall be responsible to provide Custodian with
notice of any changes in the Prospectus which would affect the
duties of the Custodian hereunder at least 60 days prior to its
adoption. With respect to changes in the Prospectus which would
not affect the duties of Custodian hereunder, Trust shall be
responsible to provide Custodian with notice of any such change no
later than the effective date of its adoption. Custodian shall not
be bound by any change in the Prospectus unless the provisions
hereof have been satisfied.

XV. RECORDS.

The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will
meet the obligations of the Trust under the 1940 Act, with particular
attention to Section 31 thereof, and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Trust and should at all
times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Trust
and employers and agents of the Securities and Exchange Commission.

XVI. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS.

The Custodian shall provide the Trust, with an annual report by
independent public accountants on the accounting system, internal
accounting control and procedures for safeguarding Securities, futures
contracts, and option on futures contracts relating to the services
provided by the Custodian under this Agreement; such report shall be of
sufficient scope and in sufficient detail, as may reasonably be required
by the Trust to provide reasonable assurance that any material
inadequacies would be disclosed by such an examination, and, if there are
no such inadequacies, the reports shall so state.

<PAGE> 24

XVII. TERM AND TERMINATION.

A. This Agreement shall become effective on the date first set
forth above (the "Effective Date") and shall continue in effect
thereafter as the parties may mutually agree.

B. Either of the parties hereto may terminate this Agreement
with respect to any Portfolio by giving to the other party a notice
in writing specifying the date of such termination, which, in case
the Trust is the terminating party, shall be not less than 60 days
after the date of receipt of such notice or, in case the Custodian
is the terminating party, shall be not less than 60 days after the
date after the date of receipt of such notice. In the event such
notice is given by the Trust, it shall be accompanied by a certified
vote of the Board of Trustees, electing to terminate this Agreement
with respect to any Portfolio and designating a successor Custodian
or Custodians, which shall be a person qualified to so act under the
1940 Act.

In the event such notice is given by the Custodian, the Trust shall,
on or before the termination date, deliver to the Custodian a
certified vote of the Board of Trustees, designated a successor
Custodian or Custodians. In the absence of such designation by the
Company, the Custodian may designate a successor Custodian, which
shall be a person qualified to so act under the 1940 Act.

Upon the date set forth in such notice under Section XVII B, this
Agreement shall terminate to the extent specified in such notice,
and the Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to the
successor custodian all Securities and monies then held by the
Custodian and specifically allocated to the Portfolio or Portfolios
specified, after deduction all fees, expenses and other amounts for
the payment or reimbursement of which it shall then be entitled with
respect to such Portfolio or Portfolios.

XVIII. TERMINATION OF ASSISTANCE.

Commencing upon any notice of termination of this Agreement, Custodian
shall provide to Trust or its designee termination assistance as defined
below in order to allow the services provided hereunder to continue
without interruption or adverse effect and to facilitate the orderly
transfer of responsibility for the services provided hereunder to the
Trust or its designee. If and to the extent that such assistance is
provided after the date the termination is to be effective, the Trust
will pay for such assistance at the then prevailing rate under this
Agreement. The termination assistance to be provided to the Trust shall
be the following:

<PAGE> 25

A. Acting in good faith to cooperate in an orderly transition to
a successor custodian.

B. Developing, with the assistance of the Trust, a plan for the
transition of operations from Custodian to the Trust or its
designee.

C. Prior to providing any of the foregoing termination
assistance to the Trust or its designee, Custodian shall be entitled
to receive from such designee, in a form and substance acceptable to
Custodian, written assurance that such designee shall maintain at
all time the confidentiality of any Custodian proprietary
information, software or materials required to be disclosed or
provided to, or learned by, such designee in connection with the
transaction of duties to the Trust or designee therewith.

XIX. LIMITATION OF LIABILITY.

The Trust and the Custodian agree that the obligations of the Trust under
this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Trust individually, but are binding only upon
the assets and property of the Trust or of the appropriate Portfolio(s)
thereof, as provided in the Agreement and Declaration of Trust. The
execution and delivery of this Agreement has been authorized by the
Trustees of the Trust, and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made
by any of them or any shareholder of the Trust individually or to impose
any liability on any of them or any shareholder of the Trust personally,
but shall bind only the assets and property of the Trust or of the
appropriate Portfolio(s) thereof as provided in the Agreement and
Declaration of Trust.

XX. MISCELLANEOUS.

A. Annexed hereto as Schedule A is a certification signed by two
of the present officers of the Trust setting forth the names and the
signatures of the present Authorized Persons. The Trust agrees to
furnish to the Custodian a new certification in similar form in the
event that any such present Authorized Person ceases to be such an
Authorized Person or in the event that other or additional
Authorized Persons are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon Oral
Instructions or signatures of the present Authorized Persons as set
forth in the last delivered certification.

B. Notices, requests, instructions and other writings received
by Trust at 5901 Executive Drive, Lansing, Michigan 48911 or at such
other address as

<PAGE> 26

Trust may have designated to Custodian in writing, will be deemed to
have been properly given to Trust hereunder; and notices,
requests, instructions and other writings received by Custodian at
its officers at 50 LaSalle Street, Chicago, Illinois 60675, or to
such other address it may have designated to Trust in writing, will
be deemed to have been properly given to Custodian hereunder.

C. Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with Securities
or other property of the Trust which are customary for Custodians in
general to perform except as may be otherwise provided in this
Agreement or directed from time to time by the Board of Trustees of
the Trust or its designee.

D. This Agreement may not be amended or modified in any manner
except by a written agreement properly authorized and executed by
both parties hereto.

E. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by
the Trust without the written consent of the Custodian, or by the
Custodian without the written consent of the Trust, and any
attempted assignment without such written consent shall be null and
void.

F. Except with respect to Section XIX which shall be construed
in accordance with the laws of the Commonwealth of Massachusetts,
this Agreement shall be construed in accordance with the laws of the
State of Michigan.

G. The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.

<PAGE> 27

H. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective representatives duly authorized as of the day
and year first above written.

JNL SERIES TRUST

By: /s/ John A. Knutson
-------------------------------
Name: John A. Knutson
Title: Chairman, President and Chief
Executive Officer

THE NORTHERN TRUST COMPANY

By: /s/ Gail A. Howard
--------------------------------
Name: Gail A. Howard
Title: Second Vice President

<PAGE> 28

S C H E D U L E A

We, the undersigned, hereby certify to The Northern Trust Company, that we
are duly elected, qualified and acting Secretary and Assistant Treasurer of the
JNL Series Trust, a trust duly organized and existing under the laws of the
Commonwealth of Massachusetts; that the following individuals are "Authorized
Persons" as that term is defined in the JNL Series Trust/Northern Trust Company
Custody Agreement; and that following are the signatures of such Authorized
Persons.

Paul (Pete) B. Pheffer /s/ Paul B. Pheffer
-----------------------------

Larry C. Jordan /s/ Larry C. Jordan
-----------------------------

Robert A. Fritts /s/ Robert A. Fritts
-----------------------------

Brion S. Johnson /s/ Brion S. Johnson
-----------------------------

John A. Bogler /s/ John A. Bogler
-----------------------------

Anne C. Martin /s/ Anne C. Martin
-----------------------------

IN WITNESS WHEREOF, We have hereunto subscribed our names and affixed the
seal of said Trust, this 10th day of May, 1995.

/s/ Thomas J. Meyer
----------------------------------------
Thomas J. Meyer
Vice President & Secretary

[CORPORATE SEAL]

/s/ Larry C. Jordan
----------------------------------------
Larry C. Jordan
Vice President & Assistant Treasurer

<PAGE> 1
EX-99.B9-tragency

JNL SERIES TRUST

TRANSFER AGENCY AGREEMENT

AGREEMENT made as of this 12th day of May, 1995, by and between JNL Series
Trust, a Massachusetts business trust (the "Trust"), and The Northern Trust
Company, an Illinois state bank ("Northern").

WITNESSETH

WHEREAS, the Trust is an open-end, management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, the Trust is empowered to issue units of beneficial interest
("Units") in separate series ("Series"), each such Series, pursuant to Section
18(f)(2) of the 1940 Act, being preferred over all other Series in respect of
the assets specifically allocated to such Series; and

WHEREAS, the Trust presently intends to offer to insurance company
separate accounts and certain qualified retirement plans Units of thirteen
Series of the Trust, known as the JNL Global Equities Series, JNL Capital
Growth Series, JNL Aggressive Growth Series, JNL/Phoenix Investment Counsel
Balanced Series, JNL/Phoenix Investment Counsel Growth Series, PPM America/JNL
Value Equity Series, PPM America/JNL Money Market Series, PPM America/JNL High
Yield Bond 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 (the "Current Portfolios"),
but may create additional Series from time to time; and

WHEREAS, the Trust desires to retain Northern to render the transfer
agency and other services contemplated hereby with respect to each Series of
Units and the owners of record thereof ("Unitholders") and Northern is willing
to render such services.

NOW, THEREFORE, in consideration of the premises and mutual convenants
hereinafter set forth, the parties hereto agree as follows:

1. Appointment. The Trust hereby appoints Northern to provide the transfer
agency and other services contemplated hereby with respect to each Series of
Units and Unitholders for the periods and on the terms set forth. Northern
accepts such appointment and agrees to render such transfer agency and other
services for the compensation herein provided.

<PAGE> 2

2. Duties to Northern. Northern will act as transfer agent with respect to
each Series of Units, provide information in connection with the Trust's
preparation of various regulatory reports and prepare reports to the Trustees
and management of the Trust. In this connection, Northern, subject to Section
3 below, shall perform the following services (as may be from time to time
further specified in or modified by Exhibit A attached hereto by mutual written
consent of the parties):

(a) process purchase orders and redemption requests
from Unitholders, furnish confirmations and disburse
redemption proceeds;

(b) act as the income disbursing agent of the
Trust;

(d) furnish necessary office space, facilities and
personnel;

(e) maintain all records relating to its activities
and obligations under this Agreement in such manner as will
enable the Trust and Northern to meet their respective
obligations under: (i) the current prospectus; (ii) the 1940
Act, particularly Sections 30 and 31 thereof, and the rules
and regulations thereunder; (iii) applicable Federal and
state tax laws; and (iv) any other law or administrative rule
or procedure which may be applicable to the Trust or
Northern. Northern shall preserve all records and other data
created and maintained pursuant to this Agreement in
accordance with Instructions from the Trust;

(f) prepare and file with the Internal Revenue
Service and with the appropriate state agencies, and mail to
the Unitholders of record, such returns for reporting, and
information as to the Federal income tax consequences of,
dividends and distributions paid, created or withheld as are
required on the part of the Trust or Northern by the current
prospectus or applicable law or regulation to be so filed and
mailed. Without limiting the generality of the foregoing,
such returns and information shall be prepared in conformity
with such Instructions, if any, from the Trust as may be
given to Northern from time to time, and;

(g) render to the Trust such periodic and special
reports as it may reasonably request.

3. Subcontracting. Upon written consent of the Trust, Northern may
subcontract certain obligations hereunder. Northern shall remain responsible
on a primary basis to the Trust for the timely and proper performance of such
obligations in accordance with the terms of this Agreement.

<PAGE> 3

4. Fees and Expenses. For the services provided and the expenses assumed
by Northern pursuant to this Agreement, the Trust will pay to Northern the fees
and charges set forth in Exhibit A attached hereto, as may be amended from time
to time by mutual written consent of the parties. In addition, the Trust
agrees to reimburse Northern for its out-of-pocket expenses incurred in
fulfilling its agency duties. "Out-of-pocket expenses" include, without
limitation, expenses incurred to third parties (excluding expenses for
equipment, salaries, wages or other general and administrative expenses),
including expenses for postage, stationary, forms, telephone charges and the
like; charges for in-house printing; and costs and charges associated with
special requests by the Trust, including training travel, overtime costs of
extra mass mailings, storage charges for specially requested document storage
and the like. The Trust will pay all such fees and expenses upon receipt of
invoice.

5. Duration and Termination.

a. Subject to the provisions hereinafter set
forth, this Agreement shall commence on the date hereof and
shall continue in force and effect until terminated by either
party by giving to the other party written notice at least
ninety (90) days in advance.

b. If either of the parties hereto shall breach
this Agreement or be in default in the performance of any of
its duties and obligations hereunder, the non-defaulting
party may give written notice thereof to the defaulting party
and if such default or breach shall not have been remedied
within thirty (30) days after such written notice is given,
then the party giving such written notice may terminate this
Agreement at the end of such thirty (30) day period.
Termination of this Agreement by one party by reason of
default or breach of the other party shall not constitute a
waiver by the terminating party of any other rights it might
have under this Agreement against the other party, including
without limitation rights with reference to services
performed or not performed prior to such terminating or
rights of Northern to be reimbursed for out-of-pocket
expenditures or equipment or communication circuit
termination fees, if any.

c. If this Agreement is terminated for any reason,
Northern will act in good faith to cooperate in an orderly
transition to a successor transfer agent or in an orderly
termination of the operations of the Trust, as the case may
be.

<PAGE> 4

6. Representations, Warranties and Covenants.

a. Northern represents and warrants to the Trust,
and covenants to the Trust for the duration of this
Agreement, as follows:

(i) It is a trust company duly
organized and existing and in good standing under the
laws of the State of Illinois;

(ii) It is empowered under applicable
laws and regulations and by its charter and bylaws to
enter into and perform the services contemplated in
this Agreement;

(iii) All requisite proceedings have
been taken to authorize it to enter into and perform
this Agreement;

(iv) It has and will continue to have
and maintain the necessary facilities, equipment and
personnel to perform its duties and obligations under
this Agreement;

(v) It has obtained all federal and
state regulatory approvals, authorizations and
licenses required to perform its duties and
obligations under this Agreement and will keep current
such approvals, authorizations and licenses; and

(vi) Various procedures and systems
which it has implemented with regard to safeguarding
from loss or damage attributable to fire, theft or any
other cause the Trust's records and other data and
Northern's records, data, equipment, facilities and
other property used in the performance of its
obligations hereunder are adequate and that it will
make such changes therein from time to time as in its
judgment are required for the secure performance of
its obligations hereunder.

b. The Trust represents and warrants to Northern,
and covenants to Northern for the duration of this Agreement,
as follows:

(i) It is a business trust duly
organized under the laws of the State of
Massachusetts;

(ii) It is, and at all times relevant
hereto will continue to be, an open-end management
investment company registered under the Investment
Company Act of 1940:

<PAGE> 5

(iii) A registration statement under the Securities Act
of 1933 has been declared effective by the
Securities and Exchange Commission and will remain
effective at all time relevant hereto, and, if
necessary, appropriate state securities laws filings
will have been made and will continue to be made at
all times relevant hereto; and

(iv) It is empowered under applicable laws and regulations
and by its Declaration of Trust and Bylaws to enter
into and perform this Agreement; and all requisite
proceedings have been taken to authorize it to enter
into and perform under this Agreement.

7. Instructions.

a. Northern shall be deemed to have received
Instructions (as that term is used herein) upon receipt of
written instructions (including receipt by facsimile), which
may be continuing instructions, signed by one or more persons
the Trustees shall have from time to time authorized to give
the particular class of Instructions in question. Different
persons may be authorized to give Instructions for different
purposes, and Instructions may be general or specific in
terms. A certified copy of a bylaw, resolution or action of
the Trustees of the Trust may be received and accepted by
Northern as conclusive evidence of the authority of any such
persons to act and may be considered to be in full force and
effect until receipt of written notice (or oral notice
followed by written confirmation within seven days) to the
contrary.

b. One or more designated persons may be
authorized to issue oral (such term as used herein including,
without limitation, telephoned) instructions, specifying the
type or types of instructions that may be so issued, in which
case the Trust shall deliver to Northern resolutions of the
Trustees to such effect. Such oral instructions shall
promptly be confirmed in writing to Northern. Such
instructions when given in accordance with the provisions
hereof and with such resolutions shall be deemed Instructions
hereunder. In the case of conflict between oral Instructions
given by a person designated in the resolution of the
Trustees referred to in the first sentence of this
subparagraph (b) and any written Instructions, the
Instructions most recently received by Northern shall prevail
following such receipt, and in case of conflict between oral
Instructions given by a person designated in such resolution
and any written confirmation or purported confirmation of
oral Instructions, such written

<PAGE> 6

confirmation or purported confirmation shall prevail
following receipt thereof by Northern; provided that any
transaction initiated by Northern pursuant to such oral
Instructions, may, but need not, be completed by Northern
notwithstanding Northern's receipt of conflicting
subsequent Instructions hereunder or written confirmation
or purported confirmation of oral Instructions hereunder
subsequent to Northern's initiation of such transaction.

8. Status of Northern as Independent Contractor. Northern shall
for all purposes herein be deemed to be an independent contractor
and shall, unless otherwise expressly provided herein or authorized
by the Trustees of the Trust from time to time, have no authority to
act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.

9. Trustee, Officer and Unitholder Liability. This Agreement is
executed by or on behalf of the Trust and the obligations hereunder
are not binding upon any of the Trustees, Officers or Unitholders of
the Trust individually but are binding only upon the Trust and its
assets and property. All obligations of the Trust under this
Agreement shall apply only on a Series by Series basis, and the
assets of one Series shall be liable for the obligations of another
Series.

10. Indemnification.

a. Northern shall not be responsible for, and the
Trust shall indemnify and hold Northern harmless from and
against, any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability which may be asserted
against Northern or for which Northern may be held to be
liable, arising out of or attributable to:

(i) All actions of Northern required
to be taken by it pursuant to this Agreement provided
that Northern has not acted in bad faith, gross
negligence or willful misconduct;

(ii) The Trust's refusal or failure to
comply with the terms of this Agreement, the Trust's
gross negligence or willful misconduct, or the breach
of any representation or warranty of the Trust
hereunder;

(iii) The good faith reliance on, or the carrying out of, any
written or oral Instructions B or requests of persons
designated pursuant to Section 7 hereof as persons who are
authorized to give instruction on behalf of the Trust, or
representatives of the Trust's investment adviser or
sponsor, or Northern's good faith reliance on, or use of,

<PAGE> 7

information, data, records and documents received
them, or which have been prepared and/or maintained
by the Trust, its investment adviser or sponsor;

(iv) Any non-payment for Unit orders
previously entered;

(v) The offer or sale of the Trust's
Units in violation of any requirement under federal
securities laws or regulations or the securities laws
or regulations of any state or in violation of any
stop order or other determination or ruling by any
federal agency or state with respect to the offer or
sale of such Units in such state;

(vi) The Trust's errors and mistakes
in the use of any information provided by Northern;

(vii) Errors, inaccuracies and
omissions in, or errors, inaccuracies or omissions of
Northern arising out of or resulting from such errors,
inaccuracies and omissions in, the Trust's records,
Unitholders and other records, delivered to Northern
hereunder by the Trust or its agent(s); and

(viii) The condition of any endorsements, markings or the
like on any redemption order or other writing
submitted by any Unitholder or other person or entity
in connection with Northern's duties hereunder,
provided that notwithstanding the foregoing Northern
shall be responsible for losses arising out of the
forgery on a redemption order or other written
redemption request of the signature of the Unitholder
whose Units are sought to be redeemed if by only if:
(A) such losses resulted from and no losses would have
occurred if not for Northern's own bad faith, gross
negligence or willful misconduct; (B) the particular
Unitholder or the Trust notifies Northern in writing
of such forgery or the suspicion thereof within
fifteen (15) days after Northern sends the monthly
statement on which the item first appears to the
Unitholder and the Trust; (C) the Trust and the
Unitholder have themselves acted in good faith and
exercised reasonable care in connection with such
redemption order in all respects; and (D) prior to
Northern's processing of such redemption order
Northern has been furnished with a current, legible
signature card (or mutually agreed upon substitute
therefor) for such Unitholder.

<PAGE> 8

b. Northern shall indemnify and hold the Trust
harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability
arising out of Northern's failure to comply with the terms of
this Agreement or arising out of or attributable to
Northern's bad faith, gross negligence or willful misconduct
or breach of any representation or warranty of Northern
hereunder.

c. At any time Northern may apply to any person
authorized pursuant to Section 7 hereof for instructions, and
may, with the prior consent of the Trust, consult with legal
counsel for the Trust, its investment adviser or sponsor, or
with Northern's own legal counsel, all at the expense of the
Trust, with respect to any matter arising in connection with
the services to be performed by Northern under this
Agreement, and Northern shall not be liable and shall be
indemnified by the Trust for any action taken or omitted by
it in good faith in reliance upon such instructions or upon
the opinion of such counsel. Northern shall be protected and
indemnified in acting upon any paper or document reasonably
believed by it to be genuine and to have been signed by any
person or persons whom Northern reasonably believes to have
been authorized to represent the Trust and shall not be held
to have notice of any change of authority of any person until
receipt of written notice thereof from the Trust. Northern
shall also be protected and indemnified in recognizing stock
certificates which Northern reasonably believes to bear the
proper manual or facsimile signatures of the officers of the
Trust, and proper counter signature of any former transfer
agent or registrar, or of a co-transfer agent or
co-registrar.

d. In the event that either party is unable to
perform its obligations under the terms of this Agreement
because of acts of God, strikes, failure or damage of primary
and secondary equipment, utility or transmission facilities
resulting from circumstances beyond the control of such
party, or other causes reasonably beyond its control, such
party shall be liable for damages to the other resulting from
such failure to perform, provided that each party shall in
all cases fully cooperate with the other and take such
measures as may be reasonably requested so as to enable the
Trust to continue operations.

e. Each party shall promptly notify the other in
writing of any situation which presents or appears to involve
a claim which may be subject to indemnification hereunder and
the indemnifying party

<PAGE> 9

shall have the option to defend against any such claim. In
the event the indemnifying party so elects, it will notify
the indemnified party and shall assume the defense of such
claim, and the indemnified party shall cooperate fully with
the indemnifying party, at the indemnifying party's
expense, in the defense of such claim. Notwithstanding the
foregoing, the indemnified party shall be entitled to
participate in the defense of such claim at its own expense
through counsel of its own choosing. Neither party shall
confess any claim nor make any compromise in any action or
proceeding in which the other party shall be named or for
which indemnification may be sought under this Agreement
without the other party's prior written consent.

f. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY TO THIS AGREEMENT, OR EITHER PARTY'S DIRECTORS
OR TRUSTEES, OFFICERS EMPLOYEES OR AGENTS, BE LIABLE TO
ANYONE INCLUDING, WITHOUT LIMITATION, THE OTHER PARTY OR SUCH
OTHER PARTY'S DIRECTORS OR TRUSTEES, OFFICERS, EMPLOYEES OR
AGENTS, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO
ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF
THE POSSIBILITY THEREOF.

11. Books, Records and Other Proprietary Information.

a. As required by Section 31 of the Investment
Company Act of 1940 and Rules thereunder, Northern agrees
that all records maintained by Northern relating to the
services to be performed by Northern under this Agreement are
the property of the Trust and will be preserved and will be
surrendered promptly to the Trust or made available for
inspection by persons designated by the Trust on request.

b. Northern and the Trust agree that all books,
records, information and data pertaining to the business of
the other party or relating to the design, structure or
operation of any computer systems which are exchanged or
received or disclosed pursuant to the negotiation of and the
carrying out of this Agreement (including Proprietary
Information, as defined in Subsection c below) are and shall
remain confidential, and shall be voluntarily disclosed to
any other person without the written consent of the other.
Upon termination of this Agreement, each party shall return
to the other all such books, records and written information
and data pertaining to the business of the other. Northern
shall notify the Trust of any

<PAGE> 10

request or demand to inspect the records of the Trust and
will act upon the instructions of the Trust as to
permitting or refusing such inspection, except where
otherwise required by law.

c. The Trust acknowledges that any software
programs, supporting documentation or procedures relating to
or making up any system developed by Northern in connection
with the services provided by Northern hereunder "Proprietary
Information") are confidential and are proprietary to and
trade secrets of Northern and that any unauthorized use,
misuse, disclosure or taking of any Proprietary Information
residing or existing internal or external to a computer,
computer system or computer network, or the knowing and
unauthorized accessing or causing to be accessed of any
computer, computer system or computer network, may be subject
to civil liabilities and criminal penalties under applicable
state law. The Trust will, and will cause its investment
adviser and sponsor to, so advise each of their employees and
agents who have access to any Proprietary Information or to
any computer equipment capable of accessing the same. The
Trust further agrees that it, its investment adviser and
sponsor will use and employ the Proprietary Information in
accordance with the procedures set forth in the reference
manuals delivered thereto, each of the foregoing shall
utilize the control procedures set forth and described
therein, and each of the foregoing shall verify promptly
reports received through use of the Proprietary Information.

12. Notice. Without limiting the other provisions hereof, notices
and other writings delivered or mailed postage prepaid as follows:
(a) if to the Trust, to 5901 Executive Drive, Lansing, Michigan
48911, attention: John Bogler; (b) if to Northern, to 50 South
LaSalle Street, Chicago, Illinois 60675, Attention: Jacqueline
Sinker; or (c) to such other address as the Trust or Northern may
hereafter specify by written notice to the most recent address
specified by the party to whom such notice is addressed, shall be
deemed to have been properly delivered or given hereunder to the
respective addresses.

13. Forum. THE TRUST IRREVOCABLY AGREES THAT, SUBJECT TO THE AGENT'S SOLE
AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS IN ANY WAY,
MANNER OR RESPECT, ARISING OUT OF OR FROM CONNECTION HEREWITH SHALL BE SUBJECT
TO LITIGATION IN COURTS HAVING SITUS WITHIN CHICAGO, ILLINOIS. THE TRUST
HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED WITHIN SAID CITY AND STATE. THE TRUST HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE

<PAGE> 11

VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST THE TRUST BY
NORTHERN IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE TRUST ACKNOWLEDGES THAT ITS
WAIVER OF NORTHERN TO ENTER INTO THIS AGREEMENT.

14. Miscellaneous. The Trust's Declaration of Trust as amended is on file
with the Secretary of The Commonwealth of Massachusetts. The captions in this
Agreement are included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their construction
or effect. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Any provision in this Agreement requiring
compliance with any statute or regulation shall mean such statute or regulation
as amended and in effect from time to time. This Agreement shall be construed
in accordance with the laws of the State of Illinois (except as to paragraph 9
hereof which shall be construed in accordance with the laws of the Commonwealth
of Massachusetts) and, subject to the other provisions hereof, shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written consent of the other.
This Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject matter hereof,
whether oral or written. This Agreement (including any exhibits or schedules
hereto) may not be amended except by written instrument executed by both
parties, and any such amendment which increases or otherwise alters Northern's
duties or obligations shall not apply to any transaction or matter arising or
occurring prior to such amendment.

IN WITNESS WHEREOF, the parties have caused this instrument to be executed
as of the day and year first above written.

ATTEST: JNL SERIES TRUST

/s/ Joseph D. Emanuel By /s/ John A. Knutson
- --------------------- -----------------------

As Its Chairman, President &
Chief Executive Officer
-----------------------

ATTEST: THE NORTHERN TRUST COMPANY

/s/ Susan B. Taylor By /s/ Gail A. Howard
- ------------------- -----------------------------

As Its Senior Vice President
---------------------

<PAGE> 1
EX-99.B9-taamend

AMENDMENT
TO
TRANSFER AGENCY AGREEMENT

AMENDMENT made as of this 16th day of October, 1995, by and between JNL
Series Trust, a Massachusetts business trust (the "Trust"), and The Northern
Trust Company, an Illinois state bank ("Northern").

WITNESSETH

WHEREAS, the Trust and Northern entered into a Transfer Agency Agreement
(the "Agreement") dated May 12, 1995; and

WHEREAS, under the terms of the Agreement, Northern renders certain
transfer agency and other services to units of beneficial interest in separate
series ("Series") of the Trust and the owners of record thereof; and

WHEREAS, the Series in existence on the date of the Agreement ("Current
Portfolios") are set forth in the Agreement; and

WHEREAS, the Trust desires to add a Series to the Current Portfolios; and

WHEREAS, Northern has agreed to render the services set forth in the
Agreement to these additional Series.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:

1. Agreement. The Agreement shall be amended to include the JNL/Alger
Growth Series in the definition of "Current Portfolios."

2. Exhibit A. Exhibit A of the Agreement shall be amended by replacing
Exhibit A with Exhibit A dated October 16, 1995, attached hereto.

<PAGE> 2

IN WITNESS WHEREOF, the parties have caused this instrument to be executed
as of the day and year first above written.

ATTEST: JNL SERIES TRUST

/s/ Amy D. Eisenbeis By: /s/ John A. Knutson
- --------------------- --------------------------
John A. Knutson
President

ATTEST: THE NORTHERN TRUST COMPANY

/s/ Chris P. Tucker By: /s/ Gail A. Howard
- --------------------- --------------------------
Gail A. Howard
Second Vice President

<PAGE> 3

EXHIBIT A
DATED JANUARY 2, 1996

The fee for transfer agency services, based on the assumptions enumerated
below, will be $30,000 annually, or $2,500 per month. In addition, there will
be a start-up fee of $5,000 payable with the first monthly billing. Such fees
are exclusive of charges which will apply in the event that further development
or systems testing is required, which such charges will be at the rate of $125
per hour, plus materials.

1. Services will be rendered with respect to the Current Portfolios.
Additionally, new Portfolios will only be added to this Agreement upon the
mutual written consent of the parties.

2. Dividends will be declared annually except with respect to the money market
fund, which is a daily accrual fund with a monthly payout.

3. There are no contingent deferred sales charges applicable to the Current
Portfolios.

4. Jackson National Separate Account #1 and Jackson National Life Insurance
Company (for seeding purposes only)will be the only shareholder(s) of the
Trust.

5. All variable annuity sub-accounting, statement production and servicing
will be performed by other service providers (e.g. Vantage).

6. Other than those specifically referenced in the Transfer Agency Agreement,
no statements will be generated by Northern except for confirmations when
necessary.

<PAGE> 1
EXHIBIT 99.B10-BGHCON

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

June 20, 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. 5 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 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: /s/ RAYMOND A. O'HARA III
__________________________________
Raymond A. O'Hara III

<PAGE> 1

EX-99.B11-pwcons

PRICE WATERHOUSE LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202

(414) 276-9500 - telephone
(414) 287-2333 - fax

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 5 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated May
10, 1996, relating to the financial statements and financial highlights of JNL
Series Trust, which appears in such Statement of Additional Information, and to
the incorporation by reference of our report into the Prospectus which
constitutes part of this Registration Statement. We also consent to the
reference to us under the heading "Independent Accountants" in such Statement
of Additional Information and to the reference to us under the heading
"Financial Highlights" in such Prospectus.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Milwaukee, Wisconsin
June 20, 1996

<PAGE> 1
EX-99.B16-perf

EXHIBIT OF PERFORMANCE CALCULATIONS
THIS EXHIBIT REFLECTS THE CALCULATION OF CERTAIN PERFORMANCE FIGURES THAT
APPEAR UNDER "PERFORMANCE" IN THE STATEMENT OF ADDITIONAL INFORMATION
OF JNL SERIES TRUST (THE "TRUST")

A. STANDARDIZED AVERAGE ANNUAL TOTAL RETURN.

1. Formula. The standardized average annual total return performance of
the Trust (except the PPM America/JNL Money Market Series) for a specified
period equals the change in the value of a hypothetical $1,000 Investment
("Initial Investment") from the beginning of the period to the end of the
period. It is assumed that all dividends are reinvested. It may be expressed
either as a dollar value change or as a percentage change. Standardized average
annual total return information is set forth in the discussion of standardized
average annual total return that appears under "Performance" in the Statement of
Additional Information.

2. Standardized Average Annual Total Return. The standardized average
annual total return information for the Series shows the standardized average
annual total return of that Series as a percentage change. The percentage
change in value of the Initial Investment for the period is calculated by
determining the percentage increase in the net asset value per share ("NAV") of
the Series over the period and adjusting that for the dividends reinvested over
the period. The percentage change is then calculated as follows:

Shares x Ending NAV
Percentage Change = -------------------------- -1
Beginning NAV

Shares = Number of shares at the end of the period assuming a one share
investment at the beginning of the period and reinvestment of
dividends. "Shares" is computed under the following formula.

DIV
1
Shares = (1 + -----)
RNAV
1

DIV = Dollar amount distributed for the nth dividend of the period.
n

RNAV = NAV on the date that the nth dividend in the period was reinvested.
n

B. YIELD (NON MONEY MARKET).
<PAGE> 2
1. Formula. The yield for a Series (other than the PPM America/JNL Money
Market Series) is computed by dividing the net investment income per share
earned during a 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 per share on the last day of the period.

C. YIELD (MONEY MARKET).

1. Formula. The PPM America/JNL Money Market Series' 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. Net investment income per share is calculated as follows:

Accrued Interest - Accrued Expenses
Net Investment Income Per Share = -----------------------------------
Record Date Shares

Net investment income for the other six days in the seven-day period is then
calculated in the same manner. The resulting figures for each of the seven
days in the period are added together to obtain the net investment income per
share for the period. This number is then divided by the price 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' 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
365/7
period return + 1) - 1. The decimal return is converted to a percentage
by multiplying by 100.

4. Effective Yield. The base period return for use in the formula for
effective yield is the same as calculated in Sub-section 3 above.

365/7
Effective Yield = (Base Period Return + 1) - 1

The decimal return is converted to a percentage by multiplying by 100.

<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
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 7932131
<INVESTMENTS-AT-VALUE> 8768413
<RECEIVABLES> 846003
<ASSETS-OTHER> 30508
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 9644924
<PAYABLE-FOR-SECURITIES> 385136
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 732733
<TOTAL-LIABILITIES> 1117869
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6891953
<SHARES-COMMON-STOCK> 649425
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7691
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 791100
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 836311
<NET-ASSETS> 8527055
<DIVIDEND-INCOME> 34196
<INTEREST-INCOME> 39546
<OTHER-INCOME> 0
<EXPENSES-NET> 59092
<NET-INVESTMENT-INCOME> 14650
<REALIZED-GAINS-CURRENT> 989927
<APPREC-INCREASE-CURRENT> 836311
<NET-CHANGE-FROM-OPS> 1840888
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 205786
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 642443
<NUMBER-OF-SHARES-REDEEMED> 10167
<SHARES-REINVESTED> 17149
<NET-CHANGE-IN-ASSETS> 8527055
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 51530
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 150140
<AVERAGE-NET-ASSETS> 6184000
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 3.53
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .41
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.13
<EXPENSE-RATIO> 1.09
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</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
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 8054563
<INVESTMENTS-AT-VALUE> 9808857
<RECEIVABLES> 361002
<ASSETS-OTHER> 16618
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10186477
<PAYABLE-FOR-SECURITIES> 261864
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 347080
<TOTAL-LIABILITIES> 608944
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7457586
<SHARES-COMMON-STOCK> 691024
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 365918
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1754029
<NET-ASSETS> 9577533
<DIVIDEND-INCOME> 11930
<INTEREST-INCOME> 21824
<OTHER-INCOME> 0
<EXPENSES-NET> 60874
<NET-INVESTMENT-INCOME> 27120
<REALIZED-GAINS-CURRENT> 815278
<APPREC-INCREASE-CURRENT> 1754029
<NET-CHANGE-FROM-OPS> 2542187
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 422240
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 675761
<NUMBER-OF-SHARES-REDEEMED> 18489
<SHARES-REINVESTED> 33752
<NET-CHANGE-IN-ASSETS> 9577533
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 52979
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 116166
<AVERAGE-NET-ASSETS> 6362000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 4.70
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .84
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.86
<EXPENSE-RATIO> 1.09
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</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
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 15789329
<INVESTMENTS-AT-VALUE> 18190629
<RECEIVABLES> 6613146
<ASSETS-OTHER> 6481
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24810256
<PAYABLE-FOR-SECURITIES> 8613809
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 55898
<TOTAL-LIABILITIES> 8669707
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12262152
<SHARES-COMMON-STOCK> 1173884
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2538
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1461601
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2414258
<NET-ASSETS> 16140549
<DIVIDEND-INCOME> 97186
<INTEREST-INCOME> 70439
<OTHER-INCOME> 0
<EXPENSES-NET> 125894
<NET-INVESTMENT-INCOME> 41731
<REALIZED-GAINS-CURRENT> 1789825
<APPREC-INCREASE-CURRENT> 2414258
<NET-CHANGE-FROM-OPS> 4245814
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2088
<DISTRIBUTIONS-OF-GAINS> 365329
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1146694
<NUMBER-OF-SHARES-REDEEMED> 2063
<SHARES-REINVESTED> 29253
<NET-CHANGE-IN-ASSETS> 16140549
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 108335
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 244059
<AVERAGE-NET-ASSETS> 12348000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .10
<PER-SHARE-GAIN-APPREC> 4.02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .37
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.75
<EXPENSE-RATIO> 1.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

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

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

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
<PERIOD-END> MAR-31-1996
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<SENIOR-EQUITY> 0
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<ACCUM-APPREC-OR-DEPREC> 137697
<NET-ASSETS> 2518070
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<NET-INVESTMENT-INCOME> 3173
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<NUMBER-OF-SHARES-SOLD> 191590
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<SHARES-REINVESTED> 10203
<NET-CHANGE-IN-ASSETS> 2518070
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 61210
<AVERAGE-NET-ASSETS> 1298000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .01
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<PER-SHARE-NAV-END> 12.50
<EXPENSE-RATIO> .95
<AVG-DEBT-OUTSTANDING> 0
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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
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 5817916
<INVESTMENTS-AT-VALUE> 5848721
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6375477
<PAYABLE-FOR-SECURITIES> 203507
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16441
<TOTAL-LIABILITIES> 219948
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6037121
<SHARES-COMMON-STOCK> 601533
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 112478
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 24875
<ACCUM-APPREC-OR-DEPREC> 30805
<NET-ASSETS> 6155529
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 424978
<OTHER-INCOME> 0
<EXPENSES-NET> 40373
<NET-INVESTMENT-INCOME> 384605
<REALIZED-GAINS-CURRENT> (24875)
<APPREC-INCREASE-CURRENT> 30805
<NET-CHANGE-FROM-OPS> 390535
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<DISTRIBUTIONS-OF-INCOME> 272127
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<NUMBER-OF-SHARES-SOLD> 575596
<NUMBER-OF-SHARES-REDEEMED> 1060
<SHARES-REINVESTED> 26997
<NET-CHANGE-IN-ASSETS> 6155529
<ACCUMULATED-NII-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 69368
<AVERAGE-NET-ASSETS> 5260000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .73
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<PER-SHARE-NAV-END> 10.23
<EXPENSE-RATIO> .88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</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
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 6820652
<INVESTMENTS-AT-VALUE> 6820652
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<TOTAL-ASSETS> 6831191
<PAYABLE-FOR-SECURITIES> 0
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6815639
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<ACCUMULATED-NET-GAINS> 0
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<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6815639
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<EXPENSES-NET> 34523
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<PER-SHARE-NAV-BEGIN> 1
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 2845198
<INVESTMENTS-AT-VALUE> 3340333
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<ASSETS-OTHER> 67098
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3413116
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13397
<TOTAL-LIABILITIES> 47811
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2796032
<SHARES-COMMON-STOCK> 263623
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 14765
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 59373
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 495135
<NET-ASSETS> 3365305
<DIVIDEND-INCOME> 64913
<INTEREST-INCOME> 2100
<OTHER-INCOME> 0
<EXPENSES-NET> 18104
<NET-INVESTMENT-INCOME> 48909
<REALIZED-GAINS-CURRENT> 90665
<APPREC-INCREASE-CURRENT> 495135
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<DISTRIBUTIONS-OF-INCOME> 34144
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<ACCUMULATED-NII-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 47851
<AVERAGE-NET-ASSETS> 2390000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .23
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<PER-SHARE-DIVIDEND> .17
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<RETURNS-OF-CAPITAL> 0
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<EXPENSE-RATIO> .87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 6777132
<INVESTMENTS-AT-VALUE> 6802457
<RECEIVABLES> 2230728
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<TOTAL-ASSETS> 9042226
<PAYABLE-FOR-SECURITIES> 2639059
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23104
<TOTAL-LIABILITIES> 2662163
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6139050
<SHARES-COMMON-STOCK> 609938
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 154263
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<ACCUMULATED-NET-GAINS> 55665
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31085
<NET-ASSETS> 6380063
<DIVIDEND-INCOME> 0
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<EXPENSES-NET> 46427
<NET-INVESTMENT-INCOME> 417787
<REALIZED-GAINS-CURRENT> 90981
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<SHARES-REINVESTED> 29530
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<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 99423
<AVERAGE-NET-ASSETS> 5294000
<PER-SHARE-NAV-BEGIN> 10.00
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<PER-SHARE-NAV-END> 10.46
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 2982216
<INVESTMENTS-AT-VALUE> 2949192
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<TOTAL-LIABILITIES> 3006789
<SENIOR-EQUITY> 0
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<ACCUMULATED-NET-GAINS> 9878
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (33024)
<NET-ASSETS> 3006789
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<NET-INVESTMENT-INCOME> 101972
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<APPREC-INCREASE-CURRENT> (33024)
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<NET-CHANGE-IN-ASSETS> 3006789
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<GROSS-EXPENSE> 47622
<AVERAGE-NET-ASSETS> 2150000
<PER-SHARE-NAV-BEGIN> 10.00
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<PER-SHARE-NAV-END> 10.09
<EXPENSE-RATIO> .84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> T. ROWE PRICE/JNL ESTABLISHED GROWTH

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
<PERIOD-END> MAR-31-1996
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<EXPENSE-RATIO> 1.00
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<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAY-15-1995
<PERIOD-END> MAR-31-1996
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<ACCUMULATED-NII-CURRENT> 80214
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<OVERDISTRIBUTION-GAINS> 5538
<ACCUM-APPREC-OR-DEPREC> 2454346
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<NET-INVESTMENT-INCOME> 144763
<REALIZED-GAINS-CURRENT> (70087)
<APPREC-INCREASE-CURRENT> 2454346
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<PER-SHARE-NAV-END> 11.25
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

<S> <C>
<PERIOD-TYPE> 11-MOS
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<PERIOD-START> MAY-15-1995
<PERIOD-END> MAR-31-1996
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<NAME> JNL/ALGER GROWTH

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