JNL SERIES TRUST, 497, 1999-01-07

JNL SERIES TRUST
497, 1999-01-07

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PROSPECTUS
January 4, 1999

JNL(R) SERIES TRUST

5901 Executive Drive o Lansing, Michigan 48911

This Prospectus provides you with the basic information you should know
before investing in the JNL Series Trust ("Trust"). You should read it and keep
it for future reference. A Statement of Additional Information, dated January 4,
1999, has been filed with the Securities and Exchange Commission. You can obtain
a copy without charge by calling (800) 766-4683, or writing the JNL Series Trust
Service Center, P.O. Box 378002, Denver, Colorado 80237-8002. The Securities and
Exchange Commission maintains a Web site (http://www.sec.gov) that contains the
Statement of Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically with the
Commission.

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 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 separate Series, each with its own investment
objective. The shares of the Trust are sold to life insurance company separate
accounts to fund the benefits of variable annuity policies.

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.

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 marker capitalization of $1
billion or greater.

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

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

JNL/JANUS AGGRESSIVE GROWTH SERIES 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/JANUS 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/JANUS 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 divergent countries including the United States.

JNL/PUTNAM GROWTH SERIES seeks as its investment objective long-term growth
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 opportunity for capital growth.

JNL/PUTNAM VALUE EQUITY SERIES seeks as its investment objective capital
growth, with income as a secondary objective by investing primarily in common
stocks which the sub-adviser believes to be undervalued relative to underlying
asset value or earnings potential at the time of purchase.

LAZARD/JNL SMALL CAP VALUE SERIES is a non-diversified Series that seeks as
its investment objective capital appreciation by investing primarily in equity
securities of companies with market capitalizations under $1 billion that are
believed by the sub-adviser to be inexpensively priced relative to the return on
total capital or equity.

LAZARD/JNL MID CAP VALUE SERIES is a non-diversified Series that seeks as
its investment objective capital appreciation by investing primarily in equity
securities of companies with market capitalizations in the range of companies
represented in the Russell Midcap Index that the sub-adviser considers
inexpensively priced relative to the return on total capital or equity.

PPM AMERICA/JNL 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.

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.

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

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

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

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

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

S&P is a registered trademark of The McGraw-Hill Companies, Inc.

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

THE STATEMENT OF ADDITIONAL INFORMATION, DATED JANUARY 4, 1999, IS
INCORPORATED HEREIN BY REFERENCE.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TOPIC PAGE
- ----- ----

TRUST EXPENSES...................................................

FINANCIAL HIGHLIGHTS.............................................

INVESTMENT OBJECTIVES AND POLICIES...............................

COMMON TYPES OF SECURITIES AND MANAGEMENT PRACTICES..............

MANAGEMENT OF THE TRUST..........................................

INVESTMENT IN TRUST SHARES.......................................

SHARE REDEMPTION.................................................

ADDITIONAL INFORMATION...........................................

PERFORMANCE ADVERTISING FOR THE SERIES...........................

TAX STATUS.......................................................

<PAGE>

TRUST EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

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

ANNUAL SERIES OPERATING EXPENSES (As a percentage of average net assets.)
<TABLE>
<CAPTION>

MANAGEMENT
AND TOTAL SERIES
ADMINISTRATIVE OTHER OPERATING
FEE EXPENSES EXPENSES
-------------- -------- ------------
<S> <C> <C> <C>
JNL/Alger Growth Series........................... 1.075% 0% 1.075%
JNL/Eagle Core Equity Series...................... 1.00% 0% 1.00%
JNL/Eagle SmallCap Equity Series.................. 1.05% 0% 1.05%
JNL/Janus Aggressive Growth Series................ 1.05% 0% 1.05%
JNL/Janus Capital Growth Series................... 1.05% 0% 1.05%
JNL/Janus Global Equities Series.................. 1.10% 0% 1.10%
JNL/Putnam Growth Series.......................... 1.00% 0% 1.00%
JNL/Putnam Value Equity Series.................... 1.00% 0% 1.00%
Lazard/JNL Small Cap Value Series................. 1.15% 0% 1.15%
Lazard/JNL Mid Cap Value Series................... 1.075% 0% 1.075%
PPM America/JNL Balanced Series................... .84% 0% .84%
PPM America/JNL High Yield Bond Series............ .84% 0% .84%
PPM America/JNL Money Market Series............... .70% 0% .70%
Salomon Brothers/JNL Global Bond Series........... .95% 0% .95%
Salomon Brothers/JNL U.S. Government & Quality Bond
Series.......................................... .80% 0% .80%
T. Rowe Price/JNL Established Growth Series....... .95% 0% .95%
T. Rowe Price/JNL International Equity Investment
Series.......................................... 1.18% 0% 1.18%
T. Rowe Price/JNL Mid-Cap Growth Series........... 1.05% 0% 1.05%
</TABLE>

Explanation of Annual Series Operating Expenses
Effective January 4, 1999, the Series pay Jackson National Financial Services,
LLC, the adviser, an Administrative Fee of .10% for certain services provided to
the Trust by Jackson National Financial Services, LLC. The Annual Series
Operating Expenses have been restated to reflect the Administrative Fee.

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:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------
<S> <C> <C> <C> <C>
JNL/Alger Growth Series.................................... $ 11 $ 34 $59 $131
JNL/Eagle Core Equity Series............................... $ 10 $ 32 $55 $122
JNL/Eagle SmallCap Equity Series........................... $ 11 $ 33 $58 $128
JNL/Janus Aggressive Growth Series......................... $ 11 $ 33 $58 $128
JNL/Janus Capital Growth Series............................ $ 11 $ 33 $58 $128
JNL/Janus Global Equities Series........................... $ 11 $ 35 $61 $134
JNL/Putnam Growth Series................................... $ 10 $ 32 $55 $122
JNL/Putnam Value Equity Series............................. $ 10 $ 32 $55 $122
Lazard/JNL Small Cap Value Series.......................... $ 12 $ 37 N/A N/A
Lazard/JNL Mid Cap Value Series............................ $ 11 $ 34 N/A N/A
PPM America/JNL Balanced Series............................ $ 9 $ 27 $47 $104
PPM America/JNL High Yield Bond Series..................... $ 9 $ 27 $47 $104
PPM America/JNL Money Market Series........................ $ 7 $ 22 $39 $87
Salomon Brothers/JNL Global Bond Series.................... $ 10 $ 30 $53 $117
Salomon Brothers/JNL U.S. Government & Quality Bond Series. $ 8 $ 26 $44 $99
T. Rowe Price/JNL Established Growth Series................ $ 10 $ 30 $53 $117
T. Rowe Price/JNL International Equity Investment Series... $ 12 $ 37 $65 $143
T. Rowe Price/JNL Mid-Cap Growth Series.................... $ 11 $ 33 $58 $128
</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.

* This example does not include these Series' pro rata share of the expenses
of the underlying Series in which they invest.

<PAGE>

FINANCIAL HIGHLIGHTS

The information for each of the periods shown below, except the six month
period ended 6/30/98, has been audited by PricewaterhouseCoopers LLP,
independent accountants, and should be read in conjunction with the financial
statements and notes thereto, together with the report of PricewaterhouseCoopers
LLP thereon, in the Annual Report included in the Statement of Additional
Information. The information for the six months ended June 30, 1998 is unaudited
and should be read in conjunction with the financial statements and notes
thereto included in the Semi-Annual Report, included in the Statement of
Additional Information.

<PAGE>
JNL SERIES TRUST
FINANCIAL HIGHLIGHTS (UNAUDITED)

<TABLE>
<CAPTION>
Income from Operations
----------------------------------
Net realized &
unrealized gains
Net Asset Net on investments
value, investment & foreign
beginning income currency
Period or Year Ended of period (loss) related items
- -------------------- --------- ------------- ----------------

<S> <C> <C> <C>
JNL Aggressive Growth Series
Six months ended 6/30/98 ........................... $ 14.53 $ (0.03) $ 4.39
Year ended 12/31/97 ................................ 13.38 0.04 1.65
Period from 4/1/96 to 12/31/96 ..................... 13.13 0.05 1.10
Period from 5/15/95* to 3/31/96 .................... 10.00 0.01 3.53

JNL Capital Growth Series
Six months ended 6/30/98 ........................... 16.50 (0.06) 2.90
Year ended 12/31/97 ................................ 14.46 (0.06) 2.23
Period from 4/1/96 to 12/31/96 ..................... 13.86 0.06 0.70
Period from 5/15/95* to 3/31/96 .................... 10.00 -- 4.70

JNL Global Equities Series
Six months ended 6/30/98 ........................... 17.48 0.06 4.61
Year ended 12/31/97 ................................ 15.20 0.07 2.84
Period from 4/1/96 to 12/31/96 ..................... 13.75 0.03 2.72
Period from 5/15/95* to 3/31/96 .................... 10.00 0.10 4.02

JNL/Alger Growth Series
Six months ended 6/30/98 ........................... 13.56 (0.01) 3.42
Year ended 12/31/97 ................................ 11.16 (0.01) 2.93
Period from 4/1/96 to 12/31/96 ..................... 10.38 -- 0.78
Period from 10/16/95* to 3/31/96 ................... 10.00 -- 0.38

JNL/Eagle Core Equity Series
Six months ended 6/30/98 ........................... 13.75 0.06 1.39
Year ended 12/31/97 ................................ 10.62 0.08 3.35
Period from 9/16/96* to 12/31/96 ................... 10.00 0.03 0.62

JNL/Eagle SmallCap Equity Series
Six months ended 6/30/98 ........................... 14.73 (0.04) 1.28
Year ended 12/31/97 ................................ 11.54 (0.07) 3.26
Period from 9/16/96* to 12/31/96 ................... 10.00 (0.01) 1.55

</TABLE>

Distributions
---------------------------------------------------

From net
From net realized gains
investment on investment Return of
Period or Year Ended income transactions Capital
- -------------------- ---------- -------------- ----------------

<S> <C> <C> <C>
JNL Aggressive Growth Series
Six months ended 6/30/98 ........................... $ -- $ -- $ --
Year ended 12/31/97 ................................ -- (0.54) --
Period from 4/1/96 to 12/31/96 ..................... (0.05) (0.71) (0.14)
Period from 5/15/95* to 3/31/96 .................... -- (0.41) --

JNL Capital Growth Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.02) (0.04) (0.07)
Period from 4/1/96 to 12/31/96 ..................... -- (0.16) --
Period from 5/15/95* to 3/31/96 .................... -- (0.84) --

JNL Global Equities Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ -- (0.63) --
Period from 4/1/96 to 12/31/96 ..................... (0.08) (0.90) (0.32)
Period from 5/15/95* to 3/31/96 .................... -- (0.37) --

JNL/Alger Growth Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ -- (0.52) --
Period from 4/1/96 to 12/31/96 ..................... -- -- --
Period from 10/16/95* to 3/31/96 ................... -- -- --

JNL/Eagle Core Equity Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.08) (0.22) --
Period from 9/16/96* to 12/31/96 ................... (0.03) -- --

JNL/Eagle SmallCap Equity Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ -- -- --
Period from 9/16/96* to 12/31/96 ................... -- -- --

</TABLE>

- --------------------------------------------------------
* Commencement of operations.
(a) Assumes investment at net asset value at the beginning of the period,
reinvestment of all 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 for the periods ended June 30, 1998, December 31, 1996 and March
31, 1996.
(c) Computed after giving effect to the Adviser's expense reimbursement and
fees paid indirectly.

See notes to the financial statements.
<PAGE>

Ratios and Supplemental Data
---------------------------------------------
Ratio of net Ratio of net
operating investment
Net asset Net assets, expenses to income to
value, end Total Return end of period average net average net Portfolio
Period or Year Ended of period (a) (in thousands) assets (b) (c) assets (b) (c) turnover
- -------------------- --------- ------------ ----------------------------- -------------- --------

<S> <C> <C> <C> <C> <C> <C>
JNL Aggressive Growth Series
Six months ended 6/30/98 .................... $ 18.89 30.01 % $ 117,259 1.10 % (0.35)% 67.57 %
Year ended 12/31/97 ......................... 14.53 12.67 % 78,870 1.10 % 0.39 % 137.26 %
Period from 4/1/96 to 12/31/96 .............. 13.38 8.72 % 29,555 1.09 % 0.77 % 85.22 %
Period from 5/15/95* to 3/31/96 ............. 13.13 35.78 % 8,527 1.09 % 0.27 % 163.84 %

JNL Capital Growth Series
Six months ended 6/30/98 .................... 19.34 17.21 % 94,397 1.07 % (0.70)% 59.38 %
Year ended 12/31/97 ......................... 16.50 15.01 % 73,749 1.10 % (0.30)% 131.43 %
Period from 4/1/96 to 12/31/96 .............. 14.46 5.45 % 36,946 1.09 % 0.91 % 115.88 %
Period from 5/15/95* to 3/31/96 ............. 13.86 47.94 % 9,578 1.09 % (0.49)% 128.56 %

JNL Global Equities Series
Six months ended 6/30/98 .................... 22.15 26.72 % 219,243 1.14 % 0.60 % 32.13 %
Year ended 12/31/97 ......................... 17.48 19.12 % 151,050 1.15 % 0.33 % 97.21 %
Period from 4/1/96 to 12/31/96 .............. 15.2 19.99 % 48,638 1.14 % 0.37 % 52.02 %
Period from 5/15/95* to 3/31/96 ............. 13.75 41.51 % 16,141 1.15 % 0.39 % 142.36 %

JNL/Alger Growth Series
Six months ended 6/30/98 .................... 16.97 25.15 % 127,203 1.05 % (0.08)% 43.09 %
Year ended 12/31/97 ......................... 13.56 26.20 % 85,877 1.10 % (0.07)% 125.44 %
Period from 4/1/96 to 12/31/96 .............. 11.16 7.51 % 38,252 1.07 % (0.02)% 59.92 %
Period from 10/16/95* to 3/31/96 ............ 10.38 3.80 % 8,649 1.03 % (0.17)% 50.85 %

JNL/Eagle Core Equity Series
Six months ended 6/30/98 .................... 15.20 10.55 % 23,599 1.03 % 1.09 % 33.43 %
Year ended 12/31/97 ......................... 13.75 32.35 % 11,896 1.05 % 1.00 % 51.48 %
Period from 9/16/96* to 12/31/96 ............ 10.62 6.47 % 1,954 1.05 % 1.10 % 1.36 %

JNL/Eagle SmallCap Equity Series
Six months ended 6/30/98 .................... 15.97 8.42 % 25,517 1.10 % (0.57)% 30.46 %
Year ended 12/31/97 ......................... 14.73 27.64 % 13,493 1.10 % (0.54)% 60.78 %
Period from 9/16/96* to 12/31/96 ............ 11.54 15.40 % 1,944 1.10 % (0.26)% 28.01 %

</TABLE>

Ratio information assuming
no expense reimbursement
or fees paid indirectly
-----------------------
Ratio of net
Ratio of investment
expenses to income to
average net average net
assets (b) assets (b)
---------- ----------

JNL Aggressive Growth Series
Six months ended 6/30/98 .................... 1.10 % (0.35)%
Year ended 12/31/97 ......................... 1.17 % 0.32 %
Period from 4/1/96 to 12/31/96 .............. 1.40 % 0.46 %
Period from 5/15/95* to 3/31/96 ............. 2.77 % (1.41)%

JNL Capital Growth Series
Six months ended 6/30/98 .................... 1.08 % (0.71)%
Year ended 12/31/97 ......................... 1.11 % (0.31)%
Period from 4/1/96 to 12/31/96 .............. 1.27 % 0.73 %
Period from 5/15/95* to 3/31/96 ............. 2.08 % (1.48)%

JNL Global Equities Series
Six months ended 6/30/98 .................... 1.26 % 0.48 %
Year ended 12/31/97 ......................... 1.37 % 0.11 %
Period from 4/1/96 to 12/31/96 .............. 1.63 % (0.12)%
Period from 5/15/95* to 3/31/96 ............. 2.25 % (0.71)%

JNL/Alger Growth Series
Six months ended 6/30/98 .................... 1.05 % (0.08)%
Year ended 12/31/97 ......................... 1.10 % (0.07)%
Period from 4/1/96 to 12/31/96 .............. 1.19 % (0.14)%
Period from 10/16/95* to 3/31/96 ............ 1.89 % (1.03)%

JNL/Eagle Core Equity Series
Six months ended 6/30/98 .................... 1.22 % 0.90 %
Year ended 12/31/97 ......................... 1.54 % 0.51 %
Period from 9/16/96* to 12/31/96 ............ 4.57 % (2.42)%

JNL/Eagle SmallCap Equity Series
Six months ended 6/30/98 .................... 1.23 % (0.70)%
Year ended 12/31/97 ......................... 1.51 % (0.95)%
Period from 9/16/96* to 12/31/96 ............ 4.77 % (3.93)%

<PAGE>

FINANCIAL HIGHLIGHTS (UNAUDITED) (continued)

Income from Operations
---------------------------------
Net realized &
unrealized gains
Net Asset Net on investments
value, investment & foreign
beginning income currency
Period or Year ended of period (loss) related items
- -------------------- ---------- ----------- ----------------

<S> <C> <C> <C>
JNL/Putnam Growth Series
Six months ended 6/30/98 ........................... $ 16.99 $ -- $ 3.85
Year ended 12/31/97 ................................ 14.21 0.04 3.07
Period from 4/1/96 to 12/31/96 ..................... 12.50 0.04 2.12
Period from 5/15/95* to 3/31/96 .................... 10.00 0.01 3.66

JNL/Putnam Value Equity Series
Six months ended 6/30/98 ........................... 16.82 0.09 1.32
Year ended 12/31/97 ................................ 14.50 0.13 3.03
Period from 4/1/96 to 12/31/96 ..................... 12.77 0.10 1.97
Period from 5/15/95* to 3/31/96 .................... 10.00 0.23 2.86

Lazard/JNL Small Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... 10.00 -- (0.36)

Lazard/JNL Mid Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... 10.00 0.01 (0.34)

PPM America/JNL Balanced Series
Six months ended 6/30/98 ........................... 13.06 0.24 0.79
Year ended 12/31/97 ................................ 11.92 0.36 1.83
Period from 4/1/96 to 12/31/96 ..................... 11.17 0.10 0.98
Period from 5/15/95* to 3/31/96 .................... 10.00 0.25 1.40

PPM America/JNL High Yield Bond Series
Six months ended 6/30/98 ........................... 11.48 0.43 0.16
Year ended 12/31/97 ................................ 10.67 0.59 1.02
Period from 4/1/96 to 12/31/96 ..................... 10.23 0.51 0.64
Period from 5/15/95* to 3/31/96 .................... 10.00 0.73 0.04

PPM America/JNL Money Market Series
Period ended 6/30/98 ............................... 1.00 0.02 --
Year ended 12/31/97 ................................ 1.00 0.05 --
Period from 4/1/96 to 12/31/96 ..................... 1.00 0.04 --
Period from 5/15/95* to 3/31/96 .................... 1.00 0.04 --

Salomon Brothers/JNL Global Bond Series
Six months ended 6/30/98 ........................... 11.12 0.39 (0.11)
Year ended 12/31/97 ................................ 10.63 0.54 0.59
Period from 4/1/96 to 12/31/96 ..................... 10.46 0.42 0.70
Period from 5/15/95* to 3/31/96 .................... 10.00 0.81 0.24
</TABLE>

Distributions
---------------------------------------------------

From net
From net realized gains
investment on investment Return of
Period or Year Ended income transactions Capital
- -------------------- ---------- -------------- ----------------

<S> <C> <C> <C>
JNL/Putnam Growth Series
Six months ended 6/30/98 ........................... $ -- $ -- $ --
Year ended 12/31/97 ................................ (0.02) (0.31) --
Period from 4/1/96 to 12/31/96 ..................... (0.05) (0.40) --
Period from 5/15/95* to 3/31/96 .................... -- (1.17) --

JNL/Putnam Value Equity Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.13) (0.71) --
Period from 4/1/96 to 12/31/96 ..................... (0.15) (0.19) --
Period from 5/15/95* to 3/31/96 .................... (0.17) (0.15) --

Lazard/JNL Small Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... -- -- --

Lazard/JNL Mid Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... -- -- --

PPM America/JNL Balanced Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.36) (0.69) --
Period from 4/1/96 to 12/31/96 ..................... (0.15) (0.18) --
Period from 5/15/95* to 3/31/96 .................... (0.19) (0.29) --

PPM America/JNL High Yield Bond Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.59) (0.21) --
Period from 4/1/96 to 12/31/96 ..................... (0.69) (0.02) --
Period from 5/15/95* to 3/31/96 .................... (0.54) -- --

PPM America/JNL Money Market Series
Period ended 6/30/98 ............................... (0.02) -- --
Year ended 12/31/97 ................................ (0.05) -- --
Period from 4/1/96 to 12/31/96 ..................... (0.04) -- --
Period from 5/15/95* to 3/31/96 .................... (0.04) -- --

Salomon Brothers/JNL Global Bond Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.58) (0.05) (0.01)
Period from 4/1/96 to 12/31/96 ..................... (0.69) (0.26) --
Period from 5/15/95* to 3/31/96 .................... (0.56) (0.03) --

</TABLE>
- --------------------------------------------------------
* Commencement of operations.
(a) Assumes investment at net asset value at the beginning of the period,
reinvestment of all 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 for the periods ended June 30, 1998, December 31, 1996 and March
31, 1996.
(c) Computed after giving effect to the Adviser's expense reimbursement and
fees paid indirectly.

See notes to the financial statements.
<PAGE>
<TABLE>
<CAPTION>
Ratio and Supplemental Data
----------------------------------------------------
Ratio of net Ratio of net
operating investment
Net asset Total Net assets, expenses to income to
value, end Return end of period average net average net Portfolio
Period or Year ended of period (a) (in thousands) assets (b)(c) assets (b)(c) turnover
- -------------------- --------- ------ -------------- ------------- ------------- --------

<S> <C> <C> <C> <C> <C> <C>
JNL/Putnam Growth Series
Six months ended 6/30/98 ........................... 20.84 22.66 % $137,503 1.00 % (0.03)% 25.98 %
Year ended 12/31/97 ................................ 16.99 21.88 % 83,612 1.05 % 0.31 % 194.81 %
Period from 4/1/96 to 12/31/96 ..................... 14.21 17.28 % 22,804 1.04 % 0.94 % 184.33 %
Period from 5/15/95* to 3/31/96 .................... 12.5 37.69 % 2,518 0.95 % 0.28 % 255.03 %

JNL/Putnam Value Equity Series
Six months ended 6/30/98 ........................... 18.23 8.38 % 167,142 0.99 % 1.03 % 43.15 %
Year ended 12/31/97 ................................ 16.82 21.82 % 108,565 1.03 % 1.43 % 112.54 %
Period from 4/1/96 to 12/31/96 ..................... 14.50 16.25 % 17,761 0.85 % 2.29 % 13.71 %
Period from 5/15/95* to 3/31/96 .................... 12.77 31.14 % 3,365 0.87 % 2.33 % 30.12 %

Lazard/JNL Small Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... 9.64 (3.60)% 4,929 1.20 % 0.01 % 9.20 %

Lazard/JNL Mid Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... 9.67 (3.30)% 4,550 1.12 % 0.43 % 17.46 %

PPM America/JNL Balanced Series
Six months ended 6/30/98 ........................... 14.09 7.89 % 83,779 0.84 % 3.88 % 20.34 %
Year ended 12/31/97 ................................ 13.06 18.43 % 59,694 0.93 % 3.72 % 160.88 %
Period from 4/1/96 to 12/31/96 ..................... 11.92 9.72 % 24,419 1.04 % 2.39 % 158.15 %
Period from 5/15/95* to 3/31/96 .................... 11.17 16.60 % 4,761 1.01 % 2.99 % 115.84 %

PPM America/JNL High Yield Bond Series
Six months ended 6/30/98 ........................... 12.07 5.14 % 97,227 0.83 % 8.54 % 131.14 %
Year ended 12/31/97 ................................ 11.48 15.05 % 62,712 0.90 % 8.15 % 189.25 %
Period from 4/1/96 to 12/31/96 ..................... 10.67 11.24 % 13,396 0.88 % 8.64 % 113.08 %
Period from 5/15/95* to 3/31/96 .................... 10.23 7.82 % 6,156 0.88 % 8.34 % 186.21 %

PPM America/JNL Money Market Series
Period ended 6/30/98 ............................... 1.00 2.48 % 53,839 0.73 % 4.94 % --
Year ended 12/31/97 ................................ 1.00 5.01 % 41,808 0.75 % 4.92 % --
Period from 4/1/96 to 12/31/96 ..................... 1.00 3.61 % 23,752 0.75 % 4.75 % --
Period from 5/15/95* to 3/31/96 .................... 1.00 4.59 % 6,816 0.75 % 5.06 % --

Salomon Brothers/JNL Global Bond Series
Six months ended 6/30/98 ........................... 11.40 2.52 % 46,871 0.90 % 7.08 % 167.19 %
Year ended 12/31/97 ................................ 11.12 10.66 % 36,725 1.00 % 6.83 % 134.55 %
Period from 4/1/96 to 12/31/96 ..................... 10.63 10.68 % 12,483 0.99 % 7.52 % 109.85 %
Period from 5/15/95* to 3/31/96 .................... 10.46 10.74 % 6,380 1.00 % 9.01 % 152.89 %
</TABLE>
<TABLE>
<CAPTION>

Ratio of information assuming
no expense reimbursement
or fees paid indirectly
-----------------------------
Ratio of net
Ratio of investment
expenses to income to
average net average net
Period or Year ended assets (b) assets (b)
- -------------------- ---------- -------------

<S> <C> <C>
JNL/Putnam Growth Series
Six months ended 6/30/98 ........................... 1.00 % (0.03)%
Year ended 12/31/97 ................................ 1.05 % 0.31 %
Period from 4/1/96 to 12/31/96 ..................... 1.27 % 0.71 %
Period from 5/15/95* to 3/31/96 .................... 5.38 % (4.15)%

JNL/Putnam Value Equity Series
Six months ended 6/30/98 ........................... 0.99 % 1.03 %
Year ended 12/31/97 ................................ 1.09 % 1.37 %
Period from 4/1/96 to 12/31/96 ..................... 1.53 % 1.61 %
Period from 5/15/95* to 3/31/96 .................... 2.28 % 0.91 %

Lazard/JNL Small Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... 1.92 % (0.71)%

Lazard/JNL Mid Cap Value Series
Period from 3/2/98* to 6/30/98 ..................... 1.98 % (0.43)%

PPM America/JNL Balanced Series
Six months ended 6/30/98 ........................... 0.85 % 3.87 %
Year ended 12/31/97 ................................ 0.94 % 3.71 %
Period from 4/1/96 to 12/31/96 ..................... 1.22 % 2.21 %
Period from 5/15/95* to 3/31/96 .................... 3.71 % 0.29 %

PPM America/JNL High Yield Bond Series
Six months ended 6/30/98 ........................... 0.83 % 8.54 %
Year ended 12/31/97 ................................ 0.90 % 8.15 %
Period from 4/1/96 to 12/31/96 ..................... 1.21 % 8.31 %
Period from 5/15/95* to 3/31/96 .................... 1.50 % 7.72 %

PPM America/JNL Money Market Series
Period ended 6/30/98 ............................... 0.74 % 4.93 %
Year ended 12/31/97 ................................ 0.76 % 4.91 %
Period from 4/1/96 to 12/31/96 ..................... 0.85 % 4.65 %
Period from 5/15/95* to 3/31/96 .................... 1.30 % 4.51 %

Salomon Brothers/JNL Global Bond Series
Six months ended 6/30/98 ........................... 0.98 % 7.00 %
Year ended 12/31/97 ................................ 1.07 % 6.76 %
Period from 4/1/96 to 12/31/96 ..................... 1.44 % 7.07 %
Period from 5/15/95* to 3/31/96 .................... 2.14 % 7.87 %
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS (UNAUDITED) (continued)

<S> <C> <C> <C>
Salomon Brothers/JNL U.S. Government &
Quality Bond Series
Six months ended 6/30/98 ........................... 10.69 0.29 0.11
Year ended 12/31/97 ................................ 10.20 0.44 0.49
Period from 4/1/96 to 12/31/96 ..................... 10.09 0.24 0.24
Period from 5/15/95* to 3/31/96 .................... 10.00 0.45 0.02

T. Rowe Price/JNL Established Growth Series
Six months ended 6/30/98 ........................... 15.62 0.04 2.65
Year ended 12/31/97 ................................ 12.56 0.06 3.64
Period from 4/1/96 to 12/31/96 ..................... 11.36 0.03 1.81
Period from 5/15/95* to 3/31/96 .................... 10.00 0.07 2.68

T. Rowe Price/JNL International Equity
Investment Series
Six months ended 6/30/98 ........................... 12.09 0.09 1.54
Year ended 12/31/97 ................................ 12.08 0.09 0.23
Period from 4/1/96 to 12/31/96 ..................... 11.25 0.06 0.90
Period from 5/15/95* to 3/31/96 .................... 10.00 0.04 1.21

T. Rowe Price/JNL Mid-Growth Series
Six months ended 6/30/98 ........................... 17.37 (0.03) 2.92
Year ended 12/31/97 ................................ 14.89 (0.03) 2.74
Period from 4/1/96 to 12/31/96 ..................... 13.43 (0.05) 1.92
Period from 5/15/95* to 3/31/96 .................... 10.00 0.06 3.90

</TABLE>
<TABLE>
<CAPTION>

Distributions
---------------------------------------------------

From net
From net realized gains
investment on investment Return of
Period or Year Ended income transactions Capital
- -------------------- ---------- -------------- ----------------

<S> <C> <C> <C>
Salomon Brothers/JNL U.S. Government &
Quality Bond Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.42) (0.02) --
Period from 4/1/96 to 12/31/96 ..................... (0.34) (0.03) --
Period from 5/15/95* to 3/31/96 .................... (0.34) (0.04) --

T. Rowe Price/JNL Established Growth Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.03) (0.61) --
Period from 4/1/96 to 12/31/96 ..................... (0.04) (0.09) (0.51)
Period from 5/15/95* to 3/31/96 .................... (0.06) (1.33) --

T. Rowe Price/JNL International Equity
Investment Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ (0.08) (0.23) --
Period from 4/1/96 to 12/31/96 ..................... (0.12) (0.01) --
Period from 5/15/95* to 3/31/96 .................... -- -- --

T. Rowe Price/JNL Mid-Growth Series
Six months ended 6/30/98 ........................... -- -- --
Year ended 12/31/97 ................................ -- (0.23) --
Period from 4/1/96 to 12/31/96 ..................... (0.05) (0.36) --
Period from 5/15/95* to 3/31/96 .................... -- (0.53) --

See notes to the financial statements.
<PAGE>
FINANCIAL HIGHLIGHTS (UNAUDITED) (continued)

Ratios and Supplemental Data
-----------------------------------------------------
Ratio of net Ratio of net
operating investment
Net asset Total Net assets, expenses to income to
value, end Return end of period average net average net Portfolio
Period or Year ended of period (a) (in thousands) assets (b)(c) assets (b)(c) turnover
- -------------------- ---------- ------ -------------- ------------- ------------- ---------

<S> <C> <C> <C> <C> <C> <C>
Salomon Brothers/JNL U.S. Government &
Quality Bond Series
Six months ended 6/30/98 ........................... 11.09 3.74 % 35,617 0.85 % 5.51 % 324.09 %
Year ended 12/31/97 ................................ 10.69 9.16 % 25,389 0.85 % 5.99 % 378.59 %
Period from 4/1/96 to 12/31/96 ..................... 10.20 4.82 % 9,832 0.84 % 5.72 % 218.50 %
Period from 5/15/95* to 3/31/96 .................... 10.09 4.65 % 3,007 0.84 % 5.41 % 253.37 %

T. Rowe Price/JNL Established Growth Series
Six months ended 6/30/98 ........................... 18.31 17.22 % 183,194 0.92 % 0.48 % 24.38 %
Year ended 12/31/97 ................................ 15.62 29.47 % 124,022 0.98 % 0.43 % 47.06 %
Period from 4/1/96 to 12/31/96 ..................... 12.56 16.12 % 32,291 1.00 % 0.59 % 36.41 %
Period from 5/15/95* to 3/31/96 .................... 11.36 28.23 % 8,772 1.00 % 0.75 % 101.13 %

T. Rowe Price/JNL International Equity
Investment Series
Six months ended 6/30/98 ........................... 13.72 13.48 % 88,621 1.22 % 1.32 % 10.23 %
Year ended 12/31/97 ................................ 12.09 2.65 % 78,685 1.24 % 0.74 % 18.81 %
Period from 4/1/96 to 12/31/96 ..................... 12.08 8.54 % 48,204 1.25 % 1.09 % 5.93 %
Period from 5/15/95* to 3/31/96 .................... 11.25 12.50 % 24,211 1.25 % 0.78 % 16.45 %

T. Rowe Price/JNL Mid-Growth Series
Six months ended 6/30/98 ........................... 20.26 16.64 % 172,816 1.02 % (0.32)% 22.85 %
Year ended 12/31/97 ................................ 17.37 18.21 % 127,052 1.06 % (0.26)% 41.43 %
Period from 4/1/96 to 12/31/96 ..................... 14.89 13.91 % 47,104 1.10 % (0.18)% 25.05 %
Period from 5/15/95* to 3/31/96 .................... 13.43 40.06 % 10,545 1.10 % 0.82 % 66.04 %

</TABLE>
<TABLE>
<CAPTION>

Ratio information assuming
no expense reimbursement
or fees paid indirectly
--------------------------
Ratio of net
Ratio of investment
expenses to income to
average net average net
Period or Year ended assets (b) assets (b)
- -------------------- ---------- ------------

<S> <C> <C>
Salomon Brothers/JNL U.S. Government &
Quality Bond Series
Six months ended 6/30/98 ........................... 0.88 % 5.48 %
Year ended 12/31/97 ................................ 0.96 % 5.88 %
Period from 4/1/96 to 12/31/96 ..................... 1.37 % 5.19 %
Period from 5/15/95* to 3/31/96 .................... 2.53 % 3.72 %

T. Rowe Price/JNL Established Growth Series
Six months ended 6/30/98 ........................... 0.92 % 0.48 %
Year ended 12/31/97 ................................ 0.98 % 0.43 %
Period from 4/1/96 to 12/31/96 ..................... 1.11 % 0.48 %
Period from 5/15/95* to 3/31/96 .................... 2.09 % (0.34)%

T. Rowe Price/JNL International Equity
Investment Series
Six months ended 6/30/98 ........................... 1.28 % 1.26 %
Year ended 12/31/97 ................................ 1.32 % 0.66 %
Period from 4/1/96 to 12/31/96 ..................... 1.29 % 1.05 %
Period from 5/15/95* to 3/31/96 .................... 2.14 % (0.11)%

T. Rowe Price/JNL Mid-Growth Series
Six months ended 6/30/98 ........................... 1.02 % (0.32)%
Year ended 12/31/97 ................................ 1.06 % (0.26)%
Period from 4/1/96 to 12/31/96 ..................... 1.14 % (0.22)%
Period from 5/15/95* to 3/31/96 .................... 2.10 % (0.18)%

</TABLE>

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

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.

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 to life insurance company separate
accounts ("Accounts") to fund the benefits of variable 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.

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.

INVESTMENT RISKS

An investment in one or more of the Series entails certain risks, including
stock market, bond market, credit and inflation risks. Each Series invests in a
different combination of stocks, bonds and other securities. Because of the
differences in investments, as well as acceptable degrees of risk, the
performance of the Series may differ even though more than one Series may
utilize the same securities selection.

Stock market risk is the possibility that stock prices in general will
decline over short or even extended periods. The stock market tends to be
cyclical, with periods when stock prices generally rise and periods when stock
prices generally decline. Also, investment in foreign stock markets can be as
volatile, if not more volatile than investment in U.S. markets.

The bond market is typically less risky than the stock market, although
there have been times when some bonds were just as risky as stocks. The risk of
bonds declining in value, however, may be offset in whole or in part by the high
level of income that bonds provide. Bond prices are linked to prevailing
interest rates in the economy. The price volatility of a bond depends on its
maturity; the longer the maturity of a bond, the greater its sensitivity to
interest rates. In general, when interest rates rise, the prices of bonds fall;
conversely, when interest rates fall, bond prices generally rise.

From time to time, the stock and bond markets may fluctuate independently of
one another. To the extent that a Series holds a diversified mix of portfolio
securities, it is expected that the Series will entail less investment risk (and
potentially less investment return) in the long run than a mutual fund investing
exclusively in stocks or bonds.

Credit risk is the possibility that a bond issuer will fail to make timely
payments of interest or principal to a Series. The credit risk of a Series is a
function of the credit quality of its underlying securities.

Inflation represents a significant threat to even a well-diversified
portfolio because inflation erodes the real return of an investment in stocks,
bonds or other securities.

Manager risk is the possibility that a Series' portfolio managers may fail
to effectively execute the Series' investment strategies. As a result, a Series
may fail to meet its stated objectives.

In addition to the general risks described above, each Series is subject to
the risks associated with the particular types of securities in which the Series
invests. These risks are further described in the description of the Series'
investment objectives and policies and under "Common Types of Securities and
Management Practices".

DIVERSIFICATION

Certain of the Series qualify as a "diversified company" as such term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Certain Series are non-diversified for purposes of the 1940 Act because they
invest in the securities of a limited number of issuers. 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. No
Series, except the PPM America/JNL Money Market Series, will invest more than
25% of its total assets in any particular industry (other than U.S. Government
securities).

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/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% 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% 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 Series
may also purchase restricted securities (subject to a limit on all illiquid
securities of 10% of net assets), lend its securities and enter into short sales
"against the box." (See "Common Types of Securities and Management Practices").

JNL/EAGLE CORE EQUITY SERIES

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

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

o return on equity greater than the average of the S&P 500.

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

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

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

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

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

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

Under normal market conditions, at least 65% of the Series' total assets
will be invested in U.S. common stocks. With respect to the other 35% of its
total assets, the Series may invest in income-producing securities that the
sub-adviser believes are consistent with the Series' investment objective,
common stocks of foreign issuers, American Depositary Receipts, foreign currency
transactions with respect to underlying common stock, preferred stock,
convertible securities, corporate debt obligations, obligations of the U.S.
Government, its agencies and instrumentalities, repurchase agreements, money
market instruments, real estate investment trusts, futures contracts, options,
rights or warrants to subscribe for or purchase common stocks, and securities
that track the performance of a broad-based securities index, such as S&P
Depository Receipts. The Series may also loan its portfolio securities and
engage in short sales "against the box." The Series may invest up to 15% of its
net assets in illiquid securities.

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

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

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

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

JNL/EAGLE SMALLCAP EQUITY SERIES

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

The Series invests primarily in common stocks, but also may invest in
preferred stocks, investment grade securities convertible into common stocks,
and warrants. The Series may purchase securities traded on recognized securities
exchanges and in the over-the-counter market. The Series normally invests at
least 65% of its total assets in the equity securities of companies each of
which, at the time of purchase, has a total market capitalization of less than
$1 billion. The Series may invest its remaining assets in American Depositary
Receipts, U.S. Government securities, repurchase agreements or other short-term
money market instruments. The Series may invest up to 15% of its net assets in
illiquid securities.

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

The sub-adviser currently believes that investments in small capitalization
companies may offer greater opportunities for growth of capital than investments
in larger, more established companies. Investing in smaller, newer issuers
generally involves greater risks than investing in larger, more established
issuers. Companies in which the Series is likely to invest may have limited
product lines, markets or financial resources and may be subject to more abrupt
or erratic market movements than securities of larger, more established
companies or the market averages in general. In addition, many small
capitalization companies may be in the early stages of development. Accordingly,
an investment in the Series may not be appropriate for all investors.

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

JNL/JANUS AGGRESSIVE GROWTH SERIES

The investment objective of the JNL/Janus Aggressive Growth Series is
long-term growth of capital. It is a 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/JANUS CAPITAL GROWTH SERIES

The investment objective of the JNL/Janus 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 31, 1997, the MidCap Index included
companies with capitalizations between approximately $213 million and $13.7
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/JANUS GLOBAL EQUITIES SERIES

The investment objective of the JNL/Janus 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.

JNL/JANUS AGGRESSIVE GROWTH SERIES, JNL/JANUS CAPITAL GROWTH SERIES,
JNL/JANUS GLOBAL EQUITIES SERIES

Each of the JNL/Janus Aggressive Growth, JNL/Janus Capital Growth, and
JNL/Janus 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/Janus Aggressive Growth, JNL/Janus Capital Growth and
JNL/Janus 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. Each Series may invest up to 15% of its net
assets in illiquid securities.

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/Janus 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/Janus Aggressive Growth, JNL/Janus Capital Growth and JNL/Janus
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.

JNL/PUTNAM GROWTH SERIES

The investment objective of the JNL/Putnam Growth Series is to seek
long-term capital growth. 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 Series intends to invest primarily in the common stocks of companies
believed by the sub-adviser to have opportunities for capital growth. 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, bonds,
convertible preferred stocks and convertible debentures if, in the judgment of
the sub-adviser, the investment would further its investment objectives. The
Series may invest up to 20% of its net assets in foreign securities. The Series
may invest up to 15% of its net assets in illiquid securities. The Series may
also engage in certain options transactions and enter into financial futures
contracts and related options. Each security held will be monitored to determine
whether it is contributing to the basic objective of long-term growth 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.

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.

JNL/PUTNAM VALUE EQUITY SERIES

The investment objective of the JNL/Putnam Value Equity Series is capital
growth, with income as a secondary objective by investing primarily in common
stocks which the sub-adviser believes to be undervalued relative to underlying
asset value or earnings potential 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 Series may
invest up to 15% of its net assets in illiquid securities.

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.

LAZARD/JNL SMALL CAP VALUE SERIES

The investment objective of the Lazard/JNL Small Cap Value Series is to seek
capital appreciation. It is a non-diversified Series that seeks to achieve its
investment objective through investing primarily in equity securities of United
States companies with market capitalizations under $1 billion at the time of
purchase that are believed by the sub-adviser to be inexpensively priced
relative to the return on total capital or equity. The equity securities in
which the Series may invest include common stocks, preferred stocks, securities
convertible into or exchangeable for common stocks, rights and warrants listed
on national or regional securities exchanges or traded over-the-counter, real
estate investment trusts and American and Global Depositary Receipts.
Investments are generally made in equity securities of companies which in the
sub-adviser's opinion have one or more of the following characteristics: (i) are
undervalued relative to their earnings power, cash flow, and/or asset values;
(ii) have an attractive price/value relationship, i.e. have high returns on
equity and/or assets with correspondingly low price-to-book and/or
price-to-asset value as compared to the market generally or the companies'
industry groups in particular, with expectations that some catalyst will cause
the perception of value to change within a 24-month time horizon; (iii) have
experienced significant relative underperformance and are out of favor due to a
set of circumstances which are unlikely to harm a company's franchise or
earnings power over the longer term; (iv) have low projected price-to-earnings
or price-to-cash-flow multiples relative to their industry peer group and/or the
market in general; (v) have the prospect, or the industry in which the company
operates has the prospect, to allow it to become a larger factor in the business
and receive a higher valuation as such; (vi) have significant financial leverage
but have high levels of free cash flow used to reduce leverage and enhance
shareholder value; and (vii) have a relatively short corporate history with the
expectation that the business may grow to generate meaningful cash flow and
earnings over a reasonable investment horizon.

Under normal market conditions, the Series will invest at least 80% of the
value of its total assets in the small capitalization equity securities
described above.

The sub-adviser believes that the issuers of small capitalization stocks
often have sales and earnings growth rates which exceed those of larger
companies, and that such growth rates may in turn be reflected in more rapid
share price appreciation, however, investing in smaller capitalization stocks
can involve greater risk than is customarily associated with larger, more
established companies. For example, smaller capitalization companies often have
limited product lines, markets or financial resources. They may be dependent for
management on one or a few key persons, and can be more susceptible to losses
and risks of bankruptcy. Also, securities in the small capitalization sector may
be thinly traded (and therefore have to be sold at a discount from current
market prices or sold in small lots over an extended period of time), may be
followed by fewer investment research analysts and may be subject to wider price
swings and thus may create a greater chance of loss than investing in securities
of large capitalization companies.

The sub-adviser continually evaluates the securities owned by the Series,
and changes may be made whenever the sub-adviser determines such securities no
longer meet the Series' investment objective. Portfolio changes also may be made
to increase or decrease investments in anticipation of changes in securities
prices in general or to provide funds required for redemptions, distributions to
shareholders or other corporate purposes.

The Series may at any time invest funds awaiting investment or held as
reserves for the purposes of satisfying redemption requests, payment of
dividends or making other distributions, in cash and short-term money market
instruments; provided, however, that such investments will not ordinarily exceed
5% of the total assets of the Series. The Series may purchase floating and
variable rate obligations of the same quality as it otherwise is allowed to
purchase. The Series may purchase securities on a when-issued basis. The Series
may invest in securities of companies that have operated for less than three
years, including the operations of predecessors. It will not make investments
that will result in more than 10% of its total assets being invested in the
securities of unseasoned companies. The Series may invest in warrants. The
Series may invest up to 15% of its net assets in illiquid securities.

In addition, the Series may engage in various investment techniques, such as
options and futures transactions, foreign currency transactions, leveraging,
short-selling and lending portfolio securities.

When, in the judgment of the sub-adviser, business or financial conditions
warrant, the Series may assume a temporary defensive position and invest without
limitation in large capitalization companies or short-term money market
instruments or hold its assets in cash.

LAZARD/JNL MID CAP VALUE SERIES

The investment objective of the Lazard/JNL Mid Cap Value Series is to seek
capital appreciation. It is a non-diversified Series that seeks to achieve its
investment objective by investing primarily in equity securities of United
States companies with market capitalizations in the range of companies
represented in the Russell Midcap Index that the sub-adviser considers
inexpensively priced relative to the return on total capital or equity. Market
capitalization of a company's stock is its market price per share times the
number of shares outstanding. The Russell Midcap Index is composed of the 800
smallest companies in the Russell 1000 Index. As of the latest reconstitution,
the Russell Midcap Index had a dollar-weighted average market capitalization of
approximately $4.8 billion and a median capitalization of approximately $2.7
billion. The equity securities in which the Series may invest include common
stocks, preferred stocks, securities convertible into or exchangeable for common
stocks, rights and warrants, real estate investment trusts and American and
Global Depositary Receipts.

Under normal market conditions, the Series will invest at least 80% of the
value of its total assets in the equity securities of undervalued medium
capitalization issuers. Assets not invested in such equity securities generally
will be invested in the equity securities of larger capitalization issuers or
debt securities, including cash equivalents. The Series also may invest up to
15% of its total assets in foreign equity or debt securities. The Series may
invest up to 15% of its net assets in illiquid securities.

When, in the sub-adviser's judgment, business or financial conditions
warrant, the Series may assume a temporary defensive position and invest without
limitation in large capitalization companies or short-term money market
instruments.

PPM AMERICA/JNL BALANCED SERIES

The investment objective of the PPM America/JNL 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 debt obligations. The Series may invest without limit in zero
coupon bonds. The Series may invest up to 15% of its net assets in illiquid
securities. 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 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").

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 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. The Series may invest without limit in zero coupon bonds. The
Series may invest up to 15% of its net assets in illiquid securities. 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 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:

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

o 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.

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

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

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

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

The 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. The Series may invest
up to 10% of its net assets in illiquid securities.

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
Series' sub-adviser and the Trust's investment adviser have entered into an
agreement with the sub-adviser's London-based affiliate, Salomon Brothers Asset
Management Limited ("SBAM Limited") pursuant to which SBAM Limited will provide
certain advisory services to the sub-adviser relating to currency transactions
and investments in non-dollar denominated debt securities for the benefit of the
Series.

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

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

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

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

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

The high yield sovereign debt securities in which the Series may invest are
U.S. dollar-denominated debt securities, including Brady Bonds, and non-dollar
denominated debt securities 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").

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. (See "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. (See
"Common Types of Securities and Management Practices"). In addition, the Series
may invest in fixed and floating rate loans arranged through private
negotiations between a corporate borrower or a foreign sovereign entity and one
or more financial institutions. The Series may invest in such loans in the form
of participations in loans and assignments of all or a portion of loans from
third parties. The Series considers these investments to be investments in debt
securities for purposes of this Prospectus.

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 Series may enter into repurchase and reverse repurchase agreements,
purchase securities on a firm commitment basis, including when-issued
securities, enter into mortgage "dollar rolls" and lend portfolio securities.
The Series will not make loans of portfolio securities with a value in excess of
25% of the Series' total assets. The Series may invest up to 15% of its net
assets in illiquid securities. 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. (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, the Commodity Futures Trading Commission and
the federal income tax requirements applicable to regulated investment
companies.

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

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

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

(1) U.S. Treasury obligations;

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

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

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

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

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

The Series may invest in securities of any maturity or effective duration
and, accordingly, the composition and weighted average maturity of the Series'
portfolio will vary from time to time, based upon the sub-adviser's
determination of how best to achieve the Series' investment objective. With
respect to mortgage-backed securities in which the Series invests, average
maturity and duration are determined by using mathematical models that
incorporate prepayment assumptions and other factors that involve estimates of
future economic parameters. These estimates may vary from actual results,
particularly during periods of extreme market volatility. In addition, the
average maturity and duration of mortgage-backed derivative securities may not
accurately reflect the price volatility of such securities under certain market
conditions.

A significant portion of the Series' assets may from time to time 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," generally defined as any mortgage security that
exhibits significantly greater price volatility than a benchmark security, the
Federal National Mortgage Association current coupon 30-year mortgage-backed
pass through security. Shares of the Series are neither insured nor guaranteed
by the U.S. Government, its agencies or instrumentalities. Neither the issuance
by nor the guarantee of a U.S. Government agency for a security constitutes
assurance that the security will not significantly fluctuate in value or that
the Series will receive the originally anticipated yield on the security.

The Series may also invest up to 35% of its assets in U.S.
dollar-denominated securities rated AAA, AA, A or BBB by S&P or Aaa, Aa, A or
Baa by Moody's, or if unrated, determined to be of comparable quality to
securities in those ratings categories by the sub-adviser. The Series may not
invest more than 10% of total assets in obligations of foreign issuers.
Investments in foreign securities will subject the Series to special
considerations related to political, economic and legal conditions outside of
the U.S. (See "Investment Risks"). 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 will not make loans of
portfolio securities with a value in excess of 25% of the value of its total
assets. The Series may invest up to 15% of its net assets in illiquid
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, convertible
securities, warrants, hybrid instruments, restricted securities, futures and
options, when considered consistent with the Series' investment objective and
program. The Series may invest up to 30% of its total assets (excluding
reserves) in foreign securities, including American Depositary Receipts. The
Series may invest up to 15% of its net assets in illiquid securities.

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, 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 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.
The Series may invest up to 15% of its net assets in illiquid securities.

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 MidCap 400
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 undervalued 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, convertible securities,
restricted securities, hybrid instruments, warrants, futures and options, when
considered consistent with the Series' investment objective and program. The
Series may invest up to 25% of its assets (excluding reserves) in foreign
securities, including American Depositary Receipts. The Series may invest up to
15% of its net assets in illiquid securities.

COMMON TYPES OF SECURITIES AND MANAGEMENT PRACTICES

SECURITIES AND MANAGEMENT PRACTICES

This section describes some of the types of securities a Series may hold in
its portfolio and the various kinds of investment practices that may be used in
day-to-day portfolio management. A Series may invest in the following securities
or engage in the following practices to the extent that such securities and
practices are consistent with the Series' investment objective(s) and policies
described herein. Each Series' investment program is subject to further
restrictions described in the Statement of Additional Information.

BORROWING AND LENDING. A Series may borrow money from banks for temporary or
emergency purposes in amounts up to 25% of its total assets. To secure
borrowings a Series may mortgage or pledge securities in amounts up to 15% of
its net assets. As a fundamental policy, a Series will not lend securities or
other assets if, as a result, more than 33 1/3% of its total assets would be
lent to other parties.

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

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.

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

CONVERTIBLE SECURITIES AND WARRANTS. A Series may invest in debt or
preferred equity securities convertible into or exchangeable for equity
securities. Traditionally, convertible securities have paid dividends or
interest at rates higher than common stocks but lower than non-convertible
securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent years, convertibles have been developed which combine higher or lower
current income with options and other features. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants (generally, two or more years).

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

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

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

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

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 or
sell call and put options on securities, financial indices, and foreign
currencies, and may invest in futures contracts on foreign currencies and
financial indices, including interest rates or an index of U.S. Government
securities, foreign government securities or equity or fixed income securities.

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

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

ILLIQUID SECURITIES. Illiquid investments include repurchase agreements not
terminable within seven days, securities for which market quotations are not
readily available and certain restricted securities. Illiquid investments may be
difficult to sell promptly at an acceptable price. Difficulty in selling
securities may result in a loss or may be costly to a Series. Certain restricted
securities may be determined to be liquid in accordance with guidelines adopted
by the Trust's Board of Trustees.

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

During the period ended December 31, 1997, the percentage of the assets of
the following Series invested in debt securities in each of the rating
categories of S&P and the debt securities not rated by an established rating
service, determined on a dollar weighted average, were:

PERCENTAGE OF NET ASSETS
PPM America/JNL Salomon
PPM America/JNL High Yield Bond Brothers/JNL
S&P RATING Balanced Series Series Global Bond Series
--------------- ----------------- ------------------ ------------------
AAA............ 35.16% 0.00% 27.71%
AA............. 0.00% 0.00% 0.38%
A.............. 0.00% 0.00% 1.58%
BBB............ 0.00% 0.16% 2.83%
BB............. 3.39% 26.98% 3.40%
B.............. 6.72% 51.18% 23.35%
CCC............ 0.00% 0.00% 0.16%
CC............. 0.00% 0.00% 0.00%
C.............. 0.00% 0.00% 0.00%
D.............. 0.00% 0.00% 0.00%
Not Rated...... 3.59% 16.42% 26.93%

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.

INFLATION INDEXED BONDS. A Series may purchase inflation-indexed bonds.
Inflation-indexed bonds are fixed income securities whose principal value is
periodically adjusted according to the rate of inflation. Such bonds generally
are issued at an interest rate lower than typical bonds, but are expected to
retain their principal value over time. The interest rate on these bonds is
fixed at issuance, but over the life of the bond the interest may be paid on an
increasing principal value, which has been adjusted for inflation. While these
securities are expected to be protected from long-term inflationary trends,
short-term increases in inflation may lead to a decline in value. If interest
rates rise due to reasons other than inflation (for example, due to changes in
currency exchange rates), investors in these securities may not be protected to
the extent that the increase is not reflected in the bond's inflation measure.

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.

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

PARTICIPATIONS AND ASSIGNMENTS. A 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"). A 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"). Participations typically will result in a Series having
a contractual relationship only with the Lender, not with the borrower. A 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, a 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 a Series may not
benefit directly from any collateral supporting the Loan in which it has
purchased the Participation. As a result, a 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, a 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. A Series will acquire Participations only
if the Lender interpositioned between a Series and the borrower is determined by
the sub-adviser to be creditworthy. When a Series purchases Assignments from
Lenders, a Series will acquire direct rights against the borrower on the Loan,
except that under certain circumstances such rights may be more limited than
those held by the assigning Lender.

A Series may have difficulty disposing of Assignments and Participations.
Because the market for such instruments is not highly liquid, a 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 a 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. A 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 a 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.

PASSIVE FOREIGN INVESTMENT COMPANIES. A Series may purchase the securities
of certain foreign investment funds or trusts called passive foreign investment
companies. Such trusts have been the only or primary way to invest in certain
countries. In addition to bearing their proportionate share of the trust's
expenses (management fees and operating expenses), shareholders will also
indirectly bear similar expenses of such trusts.

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

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

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

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 liquid assets in an
amount at least equal to the amount of outstanding commitments for when-issued
securities.

ZERO COUPON AND PAY-IN-KIND BONDS. Unless otherwise stated herein, 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.

Zero coupon and pay-in-kind bonds tend to be subject to greater price
fluctuations in response to changes in interest rates than are ordinary
interest-paying debt securities with similar maturities. The value of zero
coupon securities appreciates more during periods of declining interest rates
and depreciates more during periods of rising interest rates than ordinary
interest-paying debt securities with similar maturities. Zero coupon securities
and pay-in-kind bonds may be issued by a wide variety of corporate and
governmental issuers.

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

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

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

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

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS. The use of futures,
options, forward contracts, and swaps ("derivative instruments") exposes a
Series to additional investment risks and transaction costs. If 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, a decline in the market value of the
securities so affected and a decline in the value of its shares. 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 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).

HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES. Investing in fixed and
floating rate high yield foreign sovereign debt securities will expose the
Series investing in such securities to the direct or indirect consequences of
political, social or economic changes in the countries that issue the
securities. (See "Foreign Securities"). The ability and willingness of sovereign
obligors in developing and emerging market countries or the governmental
authorities that control repayment of their external debt to pay principal and
interest on such debt when due may depend on general economic and political
conditions within the relevant country. Countries such as those in which a
Series may invest have historically experienced, and may continue to experience,
high rates of inflation, high interest rates, exchange rate trade difficulties
and extreme poverty and unemployment. Many of these countries are also
characterized by political uncertainty or instability. Additional factors which
may influence the ability or willingness to service debt include, but are not
limited to, a country's cash flow situation, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of its debt
service burden to the economy as a whole, and its government's policy towards
the International Monetary Fund, the World Bank and other international
agencies.

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 Commodity
Futures Trading Commission, which generally regulates the trading of commodity
futures by U.S. persons, the Securities and Exchange Commission, which regulates
the offer and sale of securities by and to U.S. persons, or any other
governmental regulatory authority.

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 assets 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.

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.

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

JNFSLLC selects, contracts with and compensates sub-advisers to manage the
investment and reinvestment of the assets of the Series of the Trust. JNFSLLC
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, JNFSLLC receives a fee from the Trust
computed separately for each Series. The fee for each Series is stated as an
annual percentage of the net assets of the Series. The fees, which are accrued
daily and payable monthly, are calculated on the basis of the average net assets
of each Series. Once the average net assets of a Series exceed specified
amounts, the fee is reduced with respect to such excess. The following is a
schedule of the fees each Series currently is obligated to pay JNFSLLC.

SERIES ASSETS FEES
------ ------ ----

<S> <C> <C>
JNL/Alger Growth Series.............................................. $0 to $300 million......................... .975%
$300 million to $500 million............... .95%
Over $500 million.......................... .90%

JNL/Eagle Core Equity Series......................................... $0 to $50 million.......................... .90%
$50 million to $300 million................ .85%
Over $300 million.......................... .75%

JNL/Eagle SmallCap Equity Series..................................... $0 to $150 million......................... .95%
$150 million to $500 million............... .90%
Over $500 million.......................... .85%

JNL/Janus Aggressive Growth Series................................... $0 to $150 million......................... .95%
$150 million to $300 million............... .90%
Over $300 million.......................... .85%

JNL/Janus Capital Growth Series...................................... $0 to $150 million......................... .95%
$150 million to $300 million............... .90%
Over $300 million.......................... .85%

JNL/Janus Global Equities Series..................................... $0 to $150 million......................... 1.00%
$150 million to $300 million............... .95%
Over $300 million.......................... .90%

JNL/Putnam Growth Series............................................. $0 to $150 million......................... .90%
$150 million to $300 million............... .85%
Over $300 million.......................... .80%

JNL/Putnam Value Equity Series....................................... $0 to $150 million......................... .90%
$150 million to $300 million............... .85%
Over $300 million.......................... .80%

Lazard/JNL Mid Cap Value Series...................................... $0 to $150 million......................... .975%
$150 million to $300 million............... .925%
Over $300 million.......................... .90%

Lazard/JNL Small Cap Value Series.................................... $0 to $50 million.......................... 1.05%
$50 million to $150 million................ 1.00%
$150 million to $300 million............... .975%
Over $300 million.......................... .925%

PPM America/JNL Balanced Series...................................... $0 to $50 million.......................... .75%
$50 million to $150 million................ .70%
$150 million to $300 million............... .675%
$300 million to $500 million............... .65%
Over $500 million.......................... .625%

PPM America/JNL High Yield Bond Series............................... $0 to $50 million.......................... .75%
$50 million to $150 million................ .70%
$150 million to $300 million............... .675%
$300 million to $500 million............... .65%
Over $500 million.......................... .625%

PPM America/JNL Money Market Series.................................. $0 to $150 million......................... .60%
$150 million to $300 million............... .575%
$300 million to $500 million............... .55%
Over $500 million.......................... .525%

Salomon Brothers/JNL Global Bond Series.............................. $0 to $150 million......................... .85%
$150 million to $500 million............... .80%
Over $500 million.......................... .75%

Salomon Brothers/JNL U.S. Government & Quality Bond Series........... $0 to $150 million......................... .70%
$150 million to $300 million............... .65%
$300 million to $500 million............... .60%
Over $500 million.......................... .55%

T. Rowe Price/JNL Established Growth Series.......................... $0 to $150 million......................... .85%
Over $150 million.......................... .80%

T. Rowe Price/JNL International Equity Investment Series............. $0 to $50 million.......................... 1.10%
$50 million to $150 million................ 1.05%
$150 million to $300 million............... 1.00%
$300 million to $500 million............... .95%
Over $500 million.......................... .90%

T. Rowe Price/JNL Mid-Cap Growth Series.............................. $0 to $150 million......................... .95%
Over $150 million.......................... .90%
</TABLE>

YEAR 2000. There is concern that some computer systems used today are unable
to process and calculate date-related information because they are not
programmed to distinguish between the year 2000 and the year 1900.

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

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

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

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 JNFSLLC. 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 JNFSLLC, which
pays the sub-advisers' fees.

Eagle Asset Management, Inc. ("Eagle"), 880 Carillon Parkway, St.
Petersburg, Florida 33716, serves as sub-adviser to the JNL/Eagle Core Equity
Series and the JNL/Eagle SmallCap Equity Series. Eagle is a wholly-owned
subsidiary of Raymond James Financial, Inc., which, together with its
subsidiaries, provides a wide range of financial services to retail and
institutional clients. Eagle manages client accounts with net assets totaling
approximately $4.5 billion as of December 31, 1997.

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 September 30, 1998, had
approximately $7.9 billion under management: $4.9 billion in mutual fund
accounts and $3.0 billion in other advisory accounts. Alger Management is a
wholly owned subsidiary of Fred Alger & Company, Incorporated 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 are majority
shareholders 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/Janus Aggressive Growth Series, the JNL/Janus Capital
Growth Series and the JNL/Janus Global Equities Series. Janus Capital is an
investment adviser with approximately $84 billion in assets under management as
of September 30, 1998. 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.

Lazard Asset Management ("Lazard"), 30 Rockefeller Plaza, New York, New York
10112, serves as sub-adviser to the Lazard/JNL Small Cap Value Series and the
Lazard/JNL Mid Cap Value Series. Lazard is a division of Lazard Freres & Co. LLC
("Lazard Freres"), a New York limited liability company, which is registered as
an investment adviser with the SEC and is a member of the New York, American and
Midwest Stock Exchanges. Lazard Freres provides its clients with a wide variety
of investment banking, brokerage and related services. Lazard and its affiliates
provide investment management services to client discretionary accounts with
assets totaling approximately $67 billion as of June 30, 1998. Its clients are
both individuals and institutions.

PPM America, Inc. ("PPM"), which is located at 225 West Wacker Drive,
Chicago, Illinois 60606, serves as sub-adviser to the PPM America/JNL Balanced
Series*, the PPM America/JNL High Yield Bond Series and the PPM America/JNL
Money Market Series. PPM, an affiliate of JNFSLLC, 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. As of June 30, 1998, PPM Ltd. and its subsidiaries
managed approximately $219 billion in various currencies and markets. PPM
currently manages over $32 billion of Jackson National Life Insurance Company
assets. Additionally, PPM manages assets of over $10 billion for other
affiliated companies.

Putnam Investment Management, Inc. ("Putnam"), located at One Post Office
Square, Boston, Massachusetts 02109, serves as sub-adviser to the JNL/Putnam
Growth Series* and the JNL/Putnam Value Equity Series*. Putnam has been managing
mutual funds since 1937. Putnam and its affiliates had approximately $235
billion in assets under management as of December 31, 1997. Putnam is a
subsidiary of Putnam Investment, Inc., which is owned by Marsh & McLennan
Companies, Inc., a publicly-owned holding company whose principal businesses are
international insurance and reinsurance brokerage, employee benefit consulting
and investment management.

- ---------------
*Prior to May 1, 1997, Phoenix Investment Counsel, Inc. served as
sub-adviser to the PPM America/JNL Balanced Series and the JNL/Putnam Growth
Series, and PPM served as sub-adviser to the JNL/Putnam Value Equity Series.

Salomon Brothers Asset Management Inc ("SBAM") serves as sub-adviser to the
Salomon Brothers/JNL Global Bond Series and the Salomon Brothers/JNL U.S.
Government & Quality Bond Series. SBAM is an indirect wholly owned subsidiary of
Travelers Group Inc. which is a publicly traded financial services holding
company. SBAM was incorporated in 1987, and, together with affiliates in London,
Frankfurt, Tokyo and Hong Kong, SBAM provides a broad range of fixed income and
equity investment advisory services to various individual and institutional
clients located throughout the world and serves as sub-advisor to various
investment companies. As of December 31, 1997, SBAM and SBAM's investment
affiliates managed approximately $26.6 billion. SBAM's business offices are
located at 7 World Trade Center, New York, New York 10048.

In connection with SBAM's 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 SBAM relating to currency transactions and investments in non-dollar
denominated debt securities for the benefit of the Series. SBAM Limited is
compensated by SBAM at no additional expense to the Trust. Like SBAM, SBAM
Limited is an indirect, wholly owned subsidiary of Travelers Group Inc. SBAM
Limited is a member of the Investment Management Regulatory Organization Limited
in the United Kingdom and is registered as an investment adviser in the United
States pursuant to the Investment Advisers Act of 1940, as amended.

T. Rowe Price Associates, Inc. ("T. Rowe"), located at 100 East Pratt
Street, Baltimore, Maryland 21202, serves as sub-adviser to the T. Rowe
Price/JNL Established Growth Series and the T. Rowe Price/JNL Mid-Cap Growth
Series. T. Rowe was founded in 1937 by the late Thomas Rowe Price, Jr. T. Rowe
and its affiliates manage over $142 billion as of June 30, 1998 for
approximately 6 million individual and institutional investor accounts,
including $92 billion in mutual fund assets.

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 $33 billion under
management as of June 30, 1998 in its offices in Baltimore, London, Tokyo, Hong
Kong and Singapore.

T. Rowe provides certain administrative support to Price-Fleming for a fee
of .15% of the market value of all assets in equity accounts, .15% of the market
value of all assets in active fixed income accounts, and .035% of the market
value of all assets in passive fixed income accounts under Price-Fleming's
management. Additional investment research and administrative support for equity
investments is provided to Price-Fleming by Fleming Investment Management
Limited ("FIM") and Jardine Fleming International Holdings Limited ("JFIH"), for
which each receives from Price-Fleming a fee of .075% of the market value of all
assets in equity accounts under Price-Fleming's management. Fleming
International Fixed Interest Management Limited ("FIFIM") and JFIH provide
research and administration support for fixed income accounts for which each
receive a fee of .075% of the market value of all assets in active fixed income
accounts and .0175% of such market value in passive fixed income accounts under
Price-Fleming's management. FIM and JFIH are wholly owned subsidiaries of
Flemings and Jardine Fleming, respectively, and FIFIM is an indirect subsidiary
of Flemings.

PORTFOLIO MANAGEMENT

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

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 as President since 1995. He serves as
portfolio manager for other mutual funds and investment accounts managed by
Alger Management. Ronald Tartaro also participates in the management of the
Series. Mr. Tartaro has been employed by Alger Management as a senior research
analyst since 1990 and as a Senior Vice President since 1995. Mr. Alger and Mr.
Tartaro have had responsibility for the day-to-day management of the Series
since the inception of the Series.

JNL/EAGLE CORE EQUITY SERIES

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

JNL/EAGLE SMALLCAP EQUITY SERIES

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

JNL/JANUS AGGRESSIVE GROWTH SERIES

Warren B. Lammert, Portfolio Manager of Janus Capital, 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. Mr. Lammert has had
responsibility for the day-to-day management of the Series since the inception
of the Series.

JNL/JANUS CAPITAL GROWTH SERIES

James P. Goff, Portfolio Manager of Janus Capital, 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. Mr. Goff has had responsibility for the
day-to-day management of the Series since the inception of the Series.

JNL/JANUS GLOBAL EQUITIES SERIES

Helen Young Hayes, Portfolio Manager of Janus Capital, 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. Ms. Hayes has had
responsibility for the day-to-day management of the Series since the inception
of the Series.

JNL/PUTNAM GROWTH SERIES

C. Beth Cotner has responsibility for the day-to-day management of the
JNL/Putnam Growth Series. Ms. Cotner, Senior Vice President, has been employed
as a Senior Portfolio Manager by Putnam since September 1995. Prior to that, Ms.
Cotner was Executive Vice President of Kemper Financial Services. Ms. Cotner has
had responsibility for the day-to-day management of the JNL/Putnam Growth Series
since May 1, 1997.

JNL/PUTNAM VALUE EQUITY SERIES

Anthony I. Kreisel a Managing Director of Putnam, has responsibility for the
day-to-day management of the JNL/Putnam Value Equity Series. Mr. Kreisel has
been an investment professional at Putnam since 1986. Mr. Kreisel has had
responsibility for the day-to-day management of the JNL/Putnam Value Equity
Series since May 1, 1997.

LAZARD/JNL MID CAP VALUE SERIES

Herbert W. Gullquist and Eileen Alexanderson share primary responsibility
for the day-to-day management of the JNL/Lazard Mid Cap Value Series. Mr.
Gullquist has been with Lazard since 1982. He is a Managing Director and a
Vice-Chairman of Lazard Freres, and is the Chief Investment officer of Lazard.
Mr. Gullquist is responsible for monitoring all investment activity to ensure
adherence to Lazard's investment philosophy and guidelines. Ms. Alexanderson has
been with Lazard since 1979. She has been a Managing Director of Lazard Freres
since January 1997; prior thereto, Ms. Alexanderson was a Vice President of
Lazard. Ms. Alexanderson is responsible for U.S./global equity management and
overseeing the day-to-day operations of the U.S. Small Cap and U.S. Mid Cap
equity investment teams. Mr. Gullquist and Ms. Alexanderson have shared
responsibility for the day-to-day management of the Series the inception of the
Series.

LAZARD/JNL SMALL CAP VALUE SERIES

Herbert W. Gullquist and Eileen Alexanderson share primary responsibility
for the day-to-day management of the Lazard/JNL Small Cap Value Series. Mr.
Gullquist has been with Lazard since 1982. He is a Managing Director and a
Vice-Chairman of Lazard Freres, and is the Chief Investment Officer of Lazard.
Mr. Gullquist is responsible for monitoring all investment activity to ensure
adherence to Lazard's investment philosophy and guidelines. Ms. Alexanderson has
been with Lazard since 1979. She has been a Managing Director of Lazard Freres
since January 1997; prior thereto, Ms. Alexanderson was a Vice President of
Lazard. Ms. Alexanderson is responsible for U.S./global equity management and
overseeing the day-to-day operations of the U.S. Small Cap and U.S. Mid Cap
equity investment teams. Mr. Gullquist and Ms. Alexanderson have shared
responsibility for the day-to-day management of the Series since the inception
of the Series.

PPM AMERICA/JNL BALANCED SERIES

PPM AMERICA/JNL HIGH YIELD BOND SERIES

PPM AMERICA/JNL MONEY MARKET SERIES

In its capacity as sub-adviser, PPM supervises and manages the investment
portfolios of the PPM America/JNL Balanced Series, the PPM America/JNL High
Yield Bond Series and the PPM America/JNL Money Market 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. PPM has
supervised and managed the investment portfolio of the PPM America/JNL Balanced
Series since May 1, 1997, and has supervised and managed the investment
portfolios of the PPM America/JNL High Yield Bond Series and the PPM America/JNL
Money Market Series since the commencement of operations of each Series.

SALOMON BROTHERS/JNL GLOBAL BOND SERIES

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. Mr. Wilby has had primary responsibility for
the day-to-day management of the high yield and emerging market debt securities
portions of the Salomon Brothers/JNL Global Bond Series since the inception of
the Series. Beth Semmel assists Mr. Wilby in the day-to-day management of the
Salomon Brothers/JNL Global Bond Series. Mr. Wilby, who joined SBAM in 1989, is
a Managing Director of Salomon Brothers Inc and SBAM and Senior Portfolio
Manager of SBAM, is responsible for 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. From 1984 to 1989,
Mr. Wilby was 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 also managed
high yield bonds and leveraged equities in the mutual funds and institutional
portfolios at Prudential. Ms. Semmel is a Director and Portfolio Manager of SBAM
and a Director of Salomon Brothers Inc. Ms. Semmel joined SBAM in May of 1993,
where she manages high yield portfolios. Prior to joining SBAM, Ms. Semmel spent
four years as a high yield bond analyst at Morgan Stanley Asset Management. Ms.
Semmel has assisted in the day-to-day management of the Series since inception
of the Series.

David J. Scott is primarily responsible for currency transactions and
investments in non-dollar denominated debt securities for the Salomon
Brothers/JNL Global Bond Series. Prior to joining SBAM Limited in April 1994,
Mr. Scott worked for four years at JP Morgan Investment Management ("JP Morgan")
where he was responsible for global and non-dollar portfolios for clients
including departments of various governments, pension funds and insurance
companies. Before joining JP Morgan, Mr. Scott worked for three years at Mercury
Asset Management where he was responsible for captive insurance portfolios and
products. Mr. Scott has had responsibility for currency transactions and
investment in non-dollar denominated debt securities for the Series since
inception of the Series.

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

Roger Lavan is primarily responsible for the day-to-day management of the
Salomon Brothers/JNL U.S. Government & Quality Bond Series and the
mortgage-backed securities and U.S. Government securities portions of the
Salomon Brothers/JNL Global Bond Series. Mr. Lavan joined SBAM in 1990 and is a
Portfolio Manager and Quantitative Fixed Income Analyst, responsible for working
for senior portfolio managers to monitor and analyze market relationships and
identify and implement relative value transactions in SBAM's investment company
and institutional portfolios which invest in mortgage-backed securities and U.S.
Government securities. Prior to joining SBAM, Mr. Lavan spent four years
analyzing portfolios for Salomon Brothers Inc's Fixed Income Sales Group and
Product Support Divisions. Mr. Lavan has had primary responsibility for the
day-to-day management of the Salomon Brothers/JNL U.S. Government & Quality Bond
Series since June 1, 1998.

T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES

Robert W. Smith is responsible for the day-to-day management of the T. Rowe
Price/JNL Established Growth Series. Mr. Smith is a Vice President and Equity
Portfolio Manager for T. Rowe and Price-Fleming. He is also responsible for the
North American component of other investment company and institutional client
portfolios. Prior to joining T. Rowe in 1992, Mr. Smith was employed as an
Investment Analyst for Massachusetts Financial Services. He earned a BS (finance
and economics) from the University of Delaware and an MBA (finance) from the
Darden Graduate School of Business Administration, University of Virginia. Mr.
Smith has had responsibility for the day-to-day management of the T. Rowe
Price/JNL Established Growth Series since February 21, 1997.

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, Vice
Chairman and Chief Executive Officer of Price-Fleming, Christopher D. Alderson,
Vice President of Price-Fleming, Mark J.T. Edwards, Vice President of
Price-Fleming, John R. Ford, Chief Investment Officer of Price-Fleming, James
B.M. Seddon, Vice President of Price-Fleming, Mark C.J. Bickford-Smith, Vice
President of Price-Fleming, Robert W. Smith, Vice President of Price-Fleming,
Benedict R.F. Thomas, Vice President of Price-Fleming, and David J.L. Warren,
President of Price-Fleming. The Series' advisory group has had day-to-day
responsibility for managing the Series since the inception of the Series.

Martin Wade joined Price-Fleming in 1979 and has 26 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 nine years of
experience with the Fleming Group in research and portfolio management. Mark
Edwards joined Price-Fleming in 1987 and has 14 years of experience in financial
analysis. John Ford joined Price-Fleming in 1982 and has 15 years of experience
with the Fleming Group in research and portfolio management. James Seddon joined
Price-Fleming in 1987 and has eight years of experience in investment
management. Mark Bickford-Smith joined Price-Fleming in 1995 and has 13 years
experience with the Fleming Group in research and financial analysis. Robert
Smith joined Price-Fleming in 1996, has been with T. Rowe since 1992, and has 11
years experience in financial analysis. Benedict Thomas joined Price-Fleming in
1988 and has six years of portfolio management experience. David Warren joined
Price-Fleming in 1984 and has 15 years of experience in equity research, fixed
income research and portfolio management.

T. ROWE PRICE/JNL MID-CAP GROWTH SERIES

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

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 JNFSLLC 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
JNFSLLC computed separately for each Series. The fee for each Series is stated
as an annual percentage of the net assets of such Series. The fees are
calculated based on the average net assets of each Series. Once the average net
assets of a Series exceed specified amounts, the fee is reduced with respect to
such excess. The following is a schedule of the management fees JNFSLLC
currently is obligated to pay the sub-advisers out of the advisory fee it
receives from each Series as specified above:
<TABLE>
<CAPTION>

SERIES ASSETS FEES
------ ------ ----

<S> <C> <C>
JNL/Alger Growth Series................................................. $0 to $300 million...................... .55%
$300 million to $500 million............ .50%
Over $500 million....................... .45%

JNL/Eagle Core Equity Series............................................ $0 to $50 million....................... .45%
$50 million to $300 million............. .40%
Over $300 million....................... .30%

JNL/Eagle SmallCap Equity Series........................................ $0 to $150 million...................... .50%
$150 million to $500 million............ .45%
Over $500 million....................... .40%

JNL/Janus Aggressive Growth Series...................................... $0 to $100 million...................... .55%
$100 million to $500 million............ .50%
Over $500 million....................... .45%

JNL/Janus Capital Growth Series......................................... $0 to $100 million...................... .55%
$100 million to $500 million............ .50%
Over $500 million....................... .45%

JNL/Janus Global Equities Series........................................ $0 to $100 million...................... .55%
$100 million to $500 million............ .50%
Over $500 million....................... .45%

JNL/Putnam Growth Series................................................ $0 to $150 million...................... .50%
$150 million to $300 million............ .45%
Over $300 million....................... .35%

JNL/Putnam Value Equity Series.......................................... $0 to $150 million...................... .50%
$150 million to $300 million............ .45%
Over $300 million....................... .35%

Lazard/JNL Mid Cap Value Series......................................... $0 to $50 million....................... .55%
$50 million to $150 million............. .525%
$150 million to $300 million............ .475%
Over $300 million....................... .45%

Lazard/JNL Small Cap Value Series....................................... $0 to $50 million....................... .625%
$50 million to $150 million............. .575%
$150 million to $300 million............ .525%
Over $300 million....................... .475%

PPM America/JNL Balanced Series......................................... $0 to $50 million....................... .25%
$50 million to $150 million............. .20%
$150 million to $300 million............ .175%
$300 million to $500 million............ .15%
Over $500 million....................... .125%

PPM America/JNL High Yield Bond Series.................................. $0 to $50 million....................... .25%
$50 million to $150 million............. .20%
$150 million to $300 million............ .175%
$300 million to $500 million............ .15%
Over $500 million....................... .125%

PPM America/JNL Money Market Series..................................... $0 to $50 million....................... .20%
$50 million to $150 million............. .15%
$150 million to $300 million............ .125%
$300 million to $500 million............ .10%
Over $500 million....................... .075%

Salomon Brothers/JNL Global Bond Series................................. $0 to $50 million....................... .375%
$50 million to $150 million............. .35%
$150 million to $500 million............ .30%
Over $500 million....................... .25%

Salomon Brothers/JNL U.S. Government & Quality Bond Series.............. $0 to $150 million...................... .225%
$150 million to $300 million............ .175%
$300 million to $500 million............ .15%
Over $500 million....................... .10%

T. Rowe Price/JNL Established Growth Series............................. $0 to $20 million....................... .45%
$20 million to $50 million.............. .40%
Over $50 million........................ .40%*

T. Rowe Price/JNL International Equity Investment Series................ $0 to $20 million....................... .75%
$20 million to $50 million.............. .60%
$50 million to $200 million............. .50%
Over $200 million....................... .50%*

T. Rowe Price/JNL Mid-Cap Growth Series................................. $0 to $20 million....................... .60%
$20 million to $50 million.............. .50%
Over $50 million........................ .50%*
</TABLE>

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

The sub-advisory fees payable to a sub-adviser may be reduced as agreed to
by the parties from time to time. 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.

ADMINISTRATIVE FEE

In addition to the investment advisory fee, effective January 4, 1999, each
Series pays to JNFSLLC an Administrative Fee of .10% of the average daily net
assets of the Series. In return for the fee, JNFSLLC provides or procures all
necessary administrative functions and services for the operation of the Series.
In addition, JNFSLLC, at its own expense, arranges for legal, audit, fund
accounting, custody, printing and mailing, and all other services necessary for
the operation of each Series. Each Series is responsible for trading expenses
including brokerage commissions, interest and taxes, and other non-operating
expenses. Prior to January 4, 1999, each Series paid all of its own operating
expenses.

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:

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

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

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

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.

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, JNFSLLC 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 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.

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.

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. Any
charges that are imposed under a variable annuity or variable life contract that
is funded by the Trust will have the effect of reducing the performance
described below. Such charges will be described in the variable annuity or
variable life prospectus. If the Trust advertises performance that does not
reflect the effect of charges imposed under a variable annuity or variable life
contract, it will accompany the performance with the applicable performance
which does reflect the effect of such charges.

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

The performance of the Series may be compared to the performance of other
mutual funds or mutual fund indices with similar objectives and policies as
reported by Lipper Analytical Services, Inc. ("Lipper"), CDA Investment
Technologies, Inc. ("CDA") or Donoghue's Money Fund Report. Lipper and CDA
performance calculations are based upon changes in net asset value with all
dividends reinvested and do not include the effect of any sales charges. The
Series' performance may also be compared to that of the Consumer Price Index or
various unmanaged stock and bond indices including, but not limited to, Salomon
Brothers Broad Investment Grade Index, Lehman Brothers High Yield Index, Lehman
Brothers Aggregate Bond Index, Lehman Brothers Intermediate Government/Corporate
Bond Index, Salomon Brothers Treasury Index, S&P MidCap 400 Index, Morgan
Stanley Capital International World Index, Morgan Stanley Capital International
Europe and Australasia, Far East Equity Index, Russell 2000 Index, Russell
Midcap Index, Micropal Fund of Funds Index and S&P 500 Stock 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.

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.

Owners of Polices should consult the applicable Account prospectus for more
detailed information on tax issues related to the Policies.

<PAGE>

CUSTODIAN

State Street Bank and Trust Company
105 Rosemont Road
Westwood, Massachusetts 02090

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP
200 East Randolph Drive
Chicago, Illinois 60601

LEGAL COUNSEL

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, Connecticut 06880

INVESTMENT ADVISER AND TRANSFER AGENT

Jackson National Financial Services, LLC
5901 Executive Drive
Lansing, Michigan 48911

<PAGE>

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.

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 rankng; and the modifier
indicates that the issue ranks in the lower end of its generic rating category.

<PAGE>

PROSPECTUS
January 4, 1999

JNL(R) SERIES TRUST

5901 Executive Drive o Lansing, Michigan 48911

JNL/ALLIANCE GROWTH SERIES seeks as its investment objective long-term
growth of capital by investing primarily in common stocks or securities with
common stock characteristics which demonstrate the potential for appreciation.

JNL/J.P. MORGAN INTERNATIONAL & EMERGING MARKETS SERIES seeks as its
investment objective to provide high total return by investing in a portfolio of
equity securities of foreign companies in developed and, to a lesser extent,
developing markets.

JNL/PIMCO TOTAL RETURN BOND SERIES seeks as its investment objective to
realize maximum total return, consistent with preservation of capital and
prudent investment management through investment in a diversified portfolio of
fixed income securities of varying maturities. The average portfolio duration
will normally vary within a three- to six-year time frame based on the
sub-adviser's forecast for interest rates.

JNL/S&P CONSERVATIVE GROWTH SERIES II is a non-diversified Series that seeks
as its investment objective capital growth and current income by investing in a
diversified group of underlying Series of the JNL Series Trust.

JNL/S&P MODERATE GROWTH SERIES II is a non-diversified Series that seeks as
its investment objective capital growth. Current income is a secondary
objective. The Series seeks to achieve its objectives by investing in a
diversified group of underlying Series of the JNL Series Trust.

JNL/S&P AGGRESSIVE GROWTH SERIES II is a non-diversified Series that seeks
as its investment objective capital growth by investing in a diversified group
of underlying Series of the JNL Series Trust.

JNL/S&P VERY AGGRESSIVE GROWTH SERIES II is a non-diversified Series that
seeks as its investment objective capital growth by investing in a diversified
group of underlying Series of the JNL Series Trust.

JNL/S&P EQUITY GROWTH SERIES II is a non-diversified Series that seeks as
its investment objective capital growth by investing in a diversified group of
underlying Series of the JNL Series Trust.

JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II is a non-diversified Series that
seeks as its investment objective capital growth by investing in a diversified
group of underlying Series of the JNL Series Trust.

GOLDMAN SACHS/JNL GROWTH & INCOME SERIES seeks as its investment objective
long-term growth of capital and growth of income through investments in equity
securities that are considered to have favorable prospects for capital
appreciation and/or dividend paying ability.

SALOMON BROTHERS/JNL BALANCED SERIES seeks to obtain above-average income
(compared to a portfolio entirely invested in equity securities). As a secondary
objective, the Series seeks to take advantage of opportunities for growth of
capital and income. The Series seeks to achieve its objectives primarily through
investments in a broad variety of securities, including equity securities,
fixed-income securities and short-term obligations.

SALOMON BROTHERS/JNL HIGH YIELD BOND SERIES seeks to maximize current
income. As a secondary objective, the Series seeks capital appreciation. The
Series seeks to achieve its objectives by investing primarily in a diversified
portfolio of high yield fixed-income securities that offer a yield above that
generally available on debt securities in the four highest rating categories of
the recognized rating services.

THE SALOMON BROTHERS/JNL HIGH YIELD BOND SERIES INVESTS PREDOMINANTLY IN,
AND THE JNL/JANUS AGGRESSIVE GROWTH SERIES, JNL/JANUS GLOBAL EQUITIES SERIES,
JNL/PIMCO TOTAL RETURN BOND SERIES, GOLDMAN SACHS/JNL GROWTH & INCOME SERIES,
SALOMON BROTHERS/JNL BALANCED SERIES AND SALOMON BROTHERS/JNL GLOBAL BOND SERIES
MAY INVEST IN HIGH YIELD, HIGH RISK BONDS. THE JNL/S&P CONSERVATIVE GROWTH
SERIES II, JNL/S&P MODERATE GROWTH SERIES II, JNL/S&P AGGRESSIVE GROWTH SERIES
II, JNL/S&P VERY AGGRESSIVE GROWTH SERIES II, JNL/S&P EQUITY GROWTH SERIES II,
AND JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II MAY INVEST IN UNDERLYING SERIES
OF THE JNL SERIES TRUST WHOSE ASSETS MAY CONSIST OF 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".)

S&P is a registered trademark of The McGraw-Hill Companies, Inc.

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

THE STATEMENT OF ADDITIONAL INFORMATION, DATED JANUARY 4, 1999, IS
INCORPORATED HEREIN BY REFERENCE.

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