JNL SERIES TRUST, 485APOS, 1999-03-01

JNL SERIES TRUST
485APOS, 1999-03-01

Previous: COMMUNITY BANK SHARES OF INDIANA INC, 4, 1999-03-01

Next: JNL SERIES TRUST, NSAR-B, 1999-03-01

As filed with the Securities and Exchange Commission on March 1, 1999

1933 Act Registration No. 33-87244
1940 Act Registration No. 811-8894

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]
----
Post-Effective Amendment No. 17 [X]
----

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 18 [X]
----

JNL SERIES TRUST
(Exact Name of Registrant as Specified in Charter)

5901 Executive Drive, Lansing, Michigan 48911
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (517) 394-3400

Thomas J. Meyer, Esq. with a copy to:
JNL Series Trust
Vice President & Counsel Blazzard, Grodd & Hasenauer P.C.
5901 Executive Drive P.O. Box 5108
Lansing, Michigan 48911 Westport, Connecticut 06881
(Name and Address of Agent for Service)

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

immediately upon filing pursuant to paragraph (b)
- ----
on (date) pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)(1)
- ----
X on May 1, 1999 pursuant to paragraph (a)(1)
- ----
75 days after filing pursuant to paragraph (a)(2)
- ----
on (date) pursuant to paragraph (a)(2) of Rule 485.
- ----
This post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.

<PAGE>

JNL(R) SERIES TRUST

<PAGE>
PROSPECTUS

May 1, 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).

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

The Securities and Exchange Commission has not approved or disapproved the
Trust's securities, or determined whether this prospectus is accurate or
complete. It is a criminal offense to state otherwise.

JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Index Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
JNL/S&P Conservative Growth Series I
JNL/S&P Moderate Growth Series I
JNL/S&P Aggressive Growth Series I
JNL/S&P Very Aggressive Growth Series I
JNL/S&P Equity Growth Series I
JNL/S&P Equity Aggressive Growth Series I
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
JNL/S&P Equity Aggressive Growth Series II
JNL/S&P Conservative Growth Series
JNL/S&P Moderate Growth Series
JNL/S&P Aggressive Growth Series
JNL/SSGA Enhanced Intermediate Bond Index Series
JNL/SSGA International Index Series
JNL/SSGA Russell 2000 Index Series
JNL/SSGA S&P 500 Index Series
JNL/SSGA S&P MidCap Index Series
Goldman Sachs/JNL Growth & Income Series
Lazard/JNL Mid Cap Value Series
Lazard/JNL Small Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price /JNL International Equity Investment Series
T. Rowe Price /JNL Mid-Cap Growth Series

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

The Trust's Statement of Additional Information (SAI) contains additional
information about the Trust and the Series.

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

<PAGE>

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

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

ABOUT THE SERIES OF THE TRUST

MANAGEMENT OF THE TRUST

ADMINISTRATIVE FEE

INVESTMENT IN TRUST SHARES

SHARE REDEMPTION

TAX STATUS

FINANCIAL HIGHLIGHTS

<PAGE>
ABOUT THE SERIES OF THE TRUST

JNL/ALGER GROWTH SERIES

Investment Objective

The investment objective of the JNL/Alger Growth Series is long-term capital
appreciation.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of equity securities -- common stock, preferred stock, and
securities convertible into or exchangeable for common stock -- of large,
U.S.-traded companies. To provide flexibility to take advantage of investment
opportunities, the Series may hold a portion of its assets in money market
investments and repurchase agreements.

Principal Risks of Investing in the Series

An investment in the Series is not guaranteed. As with any mutual fund, the
value of the Series' shares will change and you could lose money by investing in
the Series. A variety of factors may influence its investment performance, such
as:

o Market risk. Because the Series invests in U.S.-traded equity
securities, it is subject to stock market risk. Stock prices
typically fluctuate more than the values of other types of
securities, typically in response to changes in the particular
company's financial condition and factors affecting the market in
general. For example, unfavorable or unanticipated poor earnings
performance of the company may result in a decline in its stock's
price, and a broad-based market drop may also cause a stock's
price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The bar chart and table below show the past performance of the Series' shares.
The chart presents the annual returns since these shares were first offered and
shows how performance has varied from year to year. The table shows the Series'
average annual returns and compares them to the market indicators listed. Both
the chart and the table assume reinvestment of dividends and distributions. As
with all mutual funds, the Series' past performance does not necessarily
indicate how it will perform in the future.

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 13.41%
1997 26.20%
[Insert Chart] 1998 45.66%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Alger Growth Series .............................. 45.66% 25.06%
S&P 500 Index ........................................ 28.58% 28.48%
Lipper Variable Annuity Growth Fund Average .......... 24.18% X.XX%**

The S&P 500 Index is a broad-based, unmanaged index. The Lipper average shows
how the performance of the Series compares with the returns of funds with
similar investment objectives and that also fund variable annuity contracts.

* The Series began operations on October 16, 1995.
** For the period from ___________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Alger Growth Series seeks to achieve its investment objective of
long-term capital appreciation by investing primarily in equity securities of
large companies which trade on U.S. exchanges or in the U.S. over-the-counter
market. The Series considers a large company to be one that, at the time its
securities are acquired by the Series, has a market capitalization of $1 billion
or more. These companies typically have broad product lines, markets, financial
resources and depth of management.

The Series may take a temporary, defensive position by investing up to all of
its assets in debt securities (typically of a high grade), cash equivalents and
repurchase agreements. Taking a defensive position may reduce the potential for
appreciation in the Series' portfolio.

The Series may actively trade securities in seeking to achieve its objective.
Doing so may increase transaction costs, which may reduce performance.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Alger Growth Series is Fred Alger Management, Inc.
(Alger Management), which is located at 75 Maiden Lane, New York, New York
10038. Alger Management is generally engaged in the business of rendering
investment advisory services to institutions and, to a lesser extent,
individuals and has been so engaged since 1964.

David D. Alger, President and Chief Investment Officer of Alger Management, is
primarily responsible for the day-to-day management of the 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/ALLIANCE GROWTH SERIES

Investment Objective

The investment objective of the JNL/Alliance Growth Series is long-term growth
of capital.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stocks or securities with common stock
characteristics, which include securities convertible into or exchangeable for
common stock. The Series invests in U.S. and foreign companies, generally those
of large market capitalization. The potential for appreciation of capital is the
basis for investment decisions. Whatever income the Series' investments generate
is incidental to the objective of capital growth.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in stocks of U.S. and foreign
companies, it is subject to stock market risk. Stock prices typically
fluctuate more than the values of other types of securities, typically
in response to changes in the particular company's financial condition
and factors affecting the market in general. For example, unfavorable
or unanticipated poor earnings performance of the company may result
in a decline in its stock's price, and a broad-based market drop may
also cause a stock's price to fall.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause the Series' performance
to fluctuate more than if it held only U.S. securities.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The table below shows the performance of the Series and of the market indicators
listed since the Series began operation. The performance of the Series will vary
from year to year. As with all mutual funds, the Series' past performance does
not necessarily indicate how it will perform in the future.

Returns as of December 31, 1998

Life of Series*
---------------

JNL/Alliance Growth Series .................................. 32.80%
S&P 500 Index ............................................... 18.61%
Lipper Variable Annuity Growth
Fund Average ................................................ X.XX%**

The index shown is a broad-based, unmanaged index. The Lipper average shows how
the performance of the Series compares with the returns of funds with similar
investment objectives and that also fund variable annuity contracts.

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from _______________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Alliance Growth Series seeks to achieve its investment objective of
long-term growth of capital by investing primarily in common stocks or
securities with common stock characteristics that the sub-adviser believes have
the potential for capital appreciation. In selecting equity securities, the
sub-adviser considers a variety of factors, such as an issuer's current and
projected revenue, earnings, cash flow and assets, as well as general market
conditions. Because the Series holds securities selected for growth potential
rather than protection of income, the value of the Series' portfolio may be more
volatile in response to market changes than it would be if the Series held
income-producing securities.

The Series may use derivative instruments, such as futures contracts, options
and forward currency contracts, for hedging and risk management. These
instruments are subject to transaction costs and certain risks, such as
unanticipated changes in securities prices and global currency markets.

The Series may take a temporary, defensive position by investing a substantial
portion of its assets in U.S. government securities, cash, cash equivalents and
repurchase agreements. Taking a defensive position may reduce the potential for
appreciation in the Series' portfolio. The Series may actively trade securities
in seeking to achieve its objective. Doing so may increase transaction costs,
which may reduce performance.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Alliance Growth Series is Alliance Capital Management
L.P. (Alliance), with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. Alliance is a major international investment manager whose
clients primarily are major corporate employee benefit funds, investment
companies, foundations, endowment funds and public employee retirement systems.

James G. Reilly, Senior Vice President of Alliance, is responsible for the
day-to-day management of the Series. Mr. Reilly joined Alliance in 1984. Mr.
Reilly has had responsibility for the day-to-day management of the Series since
the inception of the Series.

JNL/EAGLE CORE EQUITY SERIES

Investment Objective

The investment objective of the JNL/Eagle Core Equity Series is long-term
capital appreciation and, secondarily, current income.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stock of U.S. companies that meet the criteria
for one of three separate equity strategies: the growth equity strategy, the
value equity strategy and the equity income strategy.

o Under the growth equity strategy, the sub-adviser invests in
securities which it believes have sufficient growth potential to offer
above-average, long-term capital appreciation. These securities have
expected earnings-per-share growth or return on equity that, in either
case, is greater than the average of the S&P 500 when acquired for the
Series.

o Under the value equity strategy, the sub-adviser invests in securities
which it believes indicate above-average financial soundness and high
intrinsic value relative to price. These securities or their
respective issuers have at least one of the following characteristics
when acquired for the Series:

-- price-to-earnings ratio or price-to-book value ratio of less than
or approximately equal to 75% of the S&P 500,

-- yield that approximates at least half of the average yield to
maturity of the Lehman Brothers Long Treasury Bond Index (or
similar index),

-- per share going concern value that, in the sub-adviser's
judgment, exceeds book value and market value, or

-- long-term debt equal to or below tangible net worth.

o Under the equity income strategy, the sub-adviser invests in
income-producing securities.

The sub-adviser divides the Series' assets among each of these three strategies,
with about 40% of the assets allocated to each of the growth equity and value
equity strategies and about 20% to the equity income strategy.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests primarily in stocks of U.S.
companies, it is subject to stock market risk. Stock prices typically
fluctuate more than the values of other types of securities, typically
in response to changes in the particular company's financial condition
and factors affecting the market in general. For example, unfavorable
or unanticipated poor earnings performance of the company may result
in a decline in its stock's price, and a broad-based market drop may
also cause a stock's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1996 6.47%
1997 32.35%
[Insert Chart] 1998 16.54%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Eagle Core Equity Series ......................... 16.54% 24.15%
S&P 500 Index ........................................ 28.56% 31.30%
Lipper Variable Annuity Growth & Income Fund
Average .............................................. X.XX% X.XX%**

* The Series began operations on September 16, 1996.
** For the period from _______________, 1996 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

Under the growth equity strategy, the sub-adviser selects common stocks in part
based on its opinions regarding the sustainability of the company's competitive
advantage in the marketplace and the company's management team. The sub-adviser
normally reevaluates a security if it underperforms the S&P 500 by 15% or more
during a three-month period. If a particular stock appreciates to over 5% of the
total assets of the portfolio, the sub-adviser typically will reduce the
position to less than 5%. Generally, the sub-adviser will sell a stock if its
price appreciates to a level that the sub-adviser views as not sustainable or to
purchase stock that the sub-adviser believes presents a better investment
opportunity.

Under the value equity strategy, the sub-adviser screens a universe of over
2,500 companies. From this universe, the sub-adviser makes selections based on
its projections of the company's 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 will typically
sell a security if the security reaches its target price, negative changes occur
with respect to the issuer or its industry, or there is a significant change in
one or more of the four characteristics applicable to the security's selection.
However, the Series may continue to hold equity securities that no longer meet
the selection criteria but that the sub-adviser deems suitable investments in
view of the Series' investment objective.

Under normal market conditions, the Series invests at least 65% of its assets in
the common stock of U.S. companies and may invest the balance in other
securities, such as common stock of foreign issuers, corporate debt obligations,
U.S. Government securities, preferred stock, convertible stock, warrants and
rights to buy common stock, real estate investment trusts, repurchase agreements
and money market instruments. Investing in foreign securities presents
additional risks, such as those related to currency fluctuations and adverse
political or economic conditions affecting a foreign country. Although the
Series emphasizes investment-grade securities (or unrated securities that the
sub-adviser deems to be of comparable quality), the Series may invest in
non-investment-grade securities. A non-investment grade security may fluctuate
more in value, and present a greater risk of default, than a higher-rated
security.

The Series may also use derivative instruments, such as options, futures
contracts and indexed securities, which are subject to transaction costs and
certain risks, such as unanticipated changes in securities prices.

For temporary defensive purposes during actual or anticipated periods of general
market decline, the Series may invest up to 100% of its assets in high-grade
money market instruments, including U.S. Government securities, and repurchase
agreements secured by such instruments, as well as other high-quality debt
securities. Taking a defensive position may reduce the potential for
appreciation in the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Eagle Core Equity Series is Eagle Asset Management,
Inc. (Eagle), 880 Carillon Parkway, St. Petersburg, Florida 33716. Eagle and its
affiliates provide a wide range of financial services to retail and
institutional clients.

In its capacity as sub-adviser, Eagle supervises and manages the investment
portfolio of the 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

Investment Objective

The investment objective of the JNL/Eagle SmallCap Equity Series is long-term
capital appreciation.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of equity securities of domestic small capitalization
companies. A small capitalization company is one that, at the time the Series
buys its securities, has a market capitalization under $1 billion. The Series'
equity holdings consist primarily of common stocks but may also include
preferred stocks and investment-grade securities convertible into common stocks
and warrants. Generally, the Series invests in securities that the sub-adviser
believes are undervalued in relation to their long-term earning power or the
asset value of their issuers and have significant future growth potential.

Principal Risks of Investing in the Series

o Small cap investing. Investing in smaller, newer companies generally
involves greater risks than investing in larger, more established
ones. The companies in which the Series is likely to invest 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.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1996 15.30%
1997 27.64%
[Insert Chart] 1998 1.18%

In the periods shown in the chart, the Series' highest quarterly return was
____% (____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Eagle SmallCap Equity Series ....................... 1.18% 19.01%
Russell 2000 Index ..................................... -3.44% 10.44%
Lipper Variable Annuity Small Cap Fund Average ......... X.XX% X.XX%**

The Russell 2000 Index is a broad-based, unmanaged index. The Lipper average
shows how the performance of the Series compares with the returns of funds with
similar investment objectives and that also fund variable annuity contracts.

* The Series began operations on September 16, 1996.
** For the period from ______________, 1996 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Eagle SmallCap Equity Series invests primarily in the equity securities
of small capitalization U.S. companies. However, it may also invest in American
Depositary Receipts of U.S. traded foreign issuers, U.S. Government securities,
repurchase agreements and other short-term money market instruments.

For temporary, defensive purposes during actual or anticipated periods of
general market decline, the Series may invest up to 100% of its assets in
high-grade money market instruments, including U.S. Government securities, and
repurchase agreements secured by such instruments, as well as other high-quality
debt securities. Taking a defensive position may reduce the potential for
appreciation in the Series' portfolio.

The SAI has more information about the Series' authorized Investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Eagle SmallCap Equity Series is Eagle Asset
Management, Inc. (Eagle), 880 Carillon Parkway, St. Petersburg, Florida 33716.
Eagle and its affiliates provide a wide range of financial services to retail
and institutional clients.

Bert L. Boksen, Senior Vice President and Portfolio Manager of Eagle, is
responsible for the day-to-day management of the 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/J.P. MORGAN ENHANCED S&P 500 INDEX SERIES

Investment Objective

The investment objective of the JNL/J.P. Morgan Enhanced S&P 500 Index Series is
to provide high total return from a broadly diversified portfolio of equity
securities.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of large- and medium-capitalization U.S. companies. The
Series owns a large number of stocks within the Standard & Poor's 500 Composite
Stock Price Index (S&P 500 Index), generally tracking the industry weighting of
that Index. Within each industry, the Series modestly overweights stocks that
the sub-adviser regards as undervalued or fairly valued and modestly
underweights or does not hold stocks that the sub-adviser determines are
overvalued. By so doing, the Series seeks returns that slightly exceed those of
the S&P 500 Index over the long term with virtually the same level of
volatility. The Series' foreign investments generally reflect the weightings of
foreign securities in the S&P 500 Index.

Principal Risks of Investing in the Series

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

In managing the JNL/J.P. Morgan Enhanced S&P 500 Index Series, the sub-adviser
generally employs a three-step process:

(i) based on its in-house research, the sub-adviser takes an in-depth
look at company prospects over a relatively long period, often as
much as five years, rather than focusing on near-term
expectations. This approach is designed to provide insight into a
company's real growth potential.

(ii) the research findings allow the sub-adviser to rank the companies
in each industry group according to their relative value. These
valuation rankings are produced with the help of models that
quantify the research team's findings.

(iii)the sub-adviser buys and sells stocks for the Series according
to the policies of the Series based on the sub-adviser's research
and valuation rankings.

In general, the sub-adviser buys stocks that it identifies as undervalued and
considers selling them when they appear overvalued. Along with attractive
valuation, the Series' sub-adviser may consider other criteria, such as:
catalysts that could trigger a rise in a stock's price; high potential reward
compared to potential risk; and temporary mispricings caused by market
overreactions. Under normal market conditions, the Series holds approximately
300 stocks and limits each stock's weight in the portfolio to be within +/- 1.0%
of its weight in the S&P 500 Index.

The Series may invest up to 100% of its assets in investment-grade, short-term
fixed-income securities during severe market downturns. Doing so may reduce the
potential for appreciation in the Series' portfolio. The Series generally avoids
short-term trading, except to take advantage of attractive or unexpected
opportunities or to meet demands generated by shareholder activity. Active
trading may increase transaction costs, which may reduce performance.

The Series may use derivative instruments, such as futures contracts, options,
forward currency contracts and swaps, for hedging and risk management, i.e., to
establish or adjust exposure to the equities market. These instruments are
subject to transaction costs and certain risks, such as unanticipated changes in
securities prices and global currency markets.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/J.P. Morgan Enhanced S&P 500 Index Series is J.P.
Morgan Investment Management Inc. (J.P. Morgan), with principal offices at 522
Fifth Avenue, New York, New York 10236. J.P. Morgan and its affiliates offer a
wide range of services to governmental, institutional, corporate and individual
customers and act as investment adviser to individual and institutional
customers.

James C. Wiess, Vice President of J.P. Morgan, and Timothy J. Devlin, Vice
President of J.P. Morgan, share the responsibility for the day-to-day management
of the Series. Mr. Wiess has been at J.P. Morgan since 1992, Mr. Devlin since
July of 1996. Prior to July of 1996, Mr. Devlin was an equity portfolio manager
at Mitchell Hutchins Asset Management Inc. Mr. Wiess and Mr. Devlin have had
primary responsibility for the day-to-day management of the Series since the
inception of the Series.

JNL/J.P. MORGAN INTERNATIONAL & EMERGING MARKETS SERIES

Investment Objective

The investment objective of the JNL/J.P. Morgan International & Emerging Markets
Series is to provide high total return from a portfolio of equity securities of
foreign companies in developed and, to a lesser extent, developing markets.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stocks of non-U.S. companies in developed
markets. The Series also invests in the equity securities of companies in
developing countries or "emerging markets." The Series focuses its emerging
market investments in those countries which the sub-adviser believes have
strongly developing economies and in which the markets are becoming more
sophisticated.

Principal Risks of Investing in the Series

o Emerging markets risk. The Series may invest a portion of its assets
in securities of issuers in emerging markets, which involves greater
risk. Emerging market countries typically have economic and political
systems that are less fully developed, and likely to be less stable,
than those of more advanced countries. Emerging market countries may
have policies that restrict investment by foreigners, and there is a
higher risk of a government taking private property. Low or
nonexistent trading volume in securities of issuers in emerging
markets may result in a lack of liquidity and in price volatility.
Issuers in emerging market typically are subject to a greater degree
of change in earnings and business prospects than are companies in
developed markets.

o Currency risk. The value of the Series' shares may change as a result
of changes in exchange rates reducing the value of the U.S. dollar
value of the Series' foreign investments. Currency exchange rates can
be volatile and affected by a number of factors, such as the general
economics of a country, the actions of U.S. and foreign governments or
central banks, the imposition of currency controls, and speculation.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------
JNL/J.P. International & Emerging
Markets Series ............................................... -1.24%
Morgan Stanley Capital International
All Country World (ex U.S.) Index ............................ 2.11%
Lipper Variable Annuity International
Fund Average ................................................. X.XX%**

The Morgan Stanley Capital International All Country World (ex U.S.) Index is a
broad-based, unmanaged index. The Lipper average shows how the performance of
the Series compares with the returns of funds with similar investment objectives
and that also fund variable annuity contracts.

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from _____________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/J.P. Morgan International & Emerging Markets Series seeks to achieve its
investment objective through a combination of country allocation, stock
selection and currency management. The sub-adviser uses a disciplined portfolio
construction process to seek to enhance returns and reduce volatility in the
market value of the Series. To allocate the Series within developed and
developing markets, the sub-adviser uses fundamental research, quantitative
valuation techniques and experienced judgment to identify those countries whose
equity prices appear most attractive relative to future earnings prospects.

The sub-adviser considers "emerging markets" to be any country generally
considered to be an emerging or developing country by the World Bank, the
International Finance Corporation or the United Nations or its authorities. An
issuer in an emerging market is one that: (i) has its principal securities
trading market in an emerging market country; (ii) is organized under the laws
of an emerging market; (iii) derives 50% or more of its total revenue from
either goods produced, sales made or services performed in emerging markets; or
(iv) has at least 50% of its assets located in emerging markets.

Using a variety of quantitative valuation techniques and based on in-house
research, the sub-adviser ranks issuers in each country within industrial
sectors according to their relative value. The Series generally seeks to
diversify its investments across industrial sectors in each country.

Under normal market conditions, the Series may invest in money market
instruments to invest temporary cash balances or to maintain liquidity to meet
redemptions. The Series may also invest in money market instruments as a
temporary defensive measure when, in the sub-adviser's view, market conditions
are, or are anticipated to be, adverse. Doing so may reduce the potential for
appreciation in the Series' portfolio.

The sub-adviser manages the Series actively in pursuit of its investment
objective. Active trading may increase transaction costs, which may reduce
performance.

The Series may invest in when-issued and delayed delivery securities. Actual
payment for and delivery of such securities does not take place until some time
in the future, i.e., beyond normal settlement. 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 SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/J.P. Morgan International & Emerging Markets Series
is J.P. Morgan Investment Management Inc. (J.P. Morgan), with principal offices
at 522 Fifth Avenue, New York, New York 10236. J.P. Morgan and its affiliates
offer a wide range of services to governmental, institutional, corporate and
individual customers and act as investment adviser to individual and
institutional customers.

The Series has a portfolio management team that is responsible for the
day-to-day management of the Series. The portfolio management team is led by
Paul A. Quinsee, Managing Director of J.P. Morgan, Andrew C. Cormie, Vice
President of J.P. Morgan, and Nigel F. Emmett, Vice President of J.P. Morgan.
Mr. Quinsee has been at J.P. Morgan since 1992 and has been on the portfolio
management team since the inception of the Series. Mr. Cormie has been an
international equity portfolio manager since 1997 and employed by J.P. Morgan
since 1984. Mr. Emmett joined J.P. Morgan in August 1997; prior to that, he was
an assistant manager at Brown Brothers Harriman and Co. and a portfolio manager
at Gartmore Investment Management. Mr. Cormie and Mr. Emmett have been on the
portfolio management team for the Series since the inception of the Series.

JNL/JANUS AGGRESSIVE GROWTH SERIES

Investment Objective

The investment objective of the JNL/Janus Aggressive Growth Series is long-term
growth of capital.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stocks of U.S. and foreign companies selected
for their growth potential. The Series may invest in companies of any size, from
larger, well-established companies to smaller, emerging growth companies. The
Series may invest to a lesser degree in other types of securities, including
preferred stock, warrants, convertible securities and debt securities.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by the Series, will
fall. A broad-based market drop may also cause a bond's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 18.95%
1997 12.67%
[Insert Chart] 1998 57.66%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Janus Aggressive Growth Series ................... 57.66% 30.36%
S&P 500 Index ........................................ 28.58% 28.63%
Lipper Variable Annuity Growth Fund Average .......... 24.18% X.XX%**

* The Series began operations on May 15, 1995.
** For the period from _______________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Janus Aggressive Growth Series invests primarily in common stocks when
the sub-adviser believes that the relevant market environment favors profitable
investing in those securities. The sub-adviser seeks to identify individual
companies with earnings growth potential that may not be recognized by the
market. The sub-adviser selects securities for their capital growth potential;
investment income is not a consideration. When the 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 may hedge its investments to a greater degree and/or increase its
position in cash or similar investments. Doing so may reduce the potential for
appreciation in the Series' portfolio.

The 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 the Series will depend on the
Series' size and the extent of its holdings of special situation issuers
relative to total net assets.

The Series may use derivative instruments, such as futures contracts, options,
and forward currency contracts, for hedging or as a means of enhancing return.
These instruments are subject to transaction costs and certain risks, such as
unanticipated changes in interest rates, securities prices and global currency
markets.

The Series may invest in high-yield, high-risk, fixed-income securities,
commonly known as "junk bonds." These are corporate debt securities rated BBB or
lower by S&P or BAA or lower by Moody's, or unrated securities deemed by the
sub-adviser to be on comparable quality. Lower-rated securities generally
involve a higher risk of default than higher-rated ones.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Janus Aggressive Growth Series is Janus Capital
Corporation (Janus Capital), with principal offices at 100 Fillmore Street,
Denver, Colorado 80206. Janus Capital provides investment advisory services to
mutual funds and other institutional accounts.

Warren B. Lammert, Portfolio Manager of Janus Capital, is responsible for the
day-to-day management of the 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

Investment Objective

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.

Principal Investment Strategies

The Series seeks to achieve its objective through a non-diversified portfolio
consisting primarily of common stock of U.S. and foreign companies selected for
their growth potential. The Series normally invests a majority of its equity
assets in medium-sized companies. The Series may invest to a lesser degree in
other types of securities, including preferred stock, warrants, convertible
securities and debt securities.

Principal Risks of Investing in the Series

o Non-diversification. The Series is "non-diversified" as such term is
defined in the Investment Company Act of 1940, as amended, which means
that more than 5%, but not more than 25%, of its total assets may be
invested in securities of any one issuer. Thus, the Series may hold a
smaller number of issuers than if it were "diversified." With a
smaller number of different issuers, the Series is subject to more
risk than another fund holding a larger number of issuers, since
changes in the financial condition or market status of a single issuer
may cause greater fluctuation in the Series' total return and share
price.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 16.83%
1997 15.01%
[Insert Chart] 1998 35.16%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Janus Capital Growth Series ...................... 35.16% 27.59%
S&P 400 MidCap Index ................................. 19.09% 23.32%
Lipper Variable Annuity Mid-Cap Fund Average ......... 14.52% X.XX%**

The S&P 400 MidCap Index is a broad-based, unmanaged index. The Lipper average
shows how the performance of the Series compares with the returns of funds with
similar investment objectives and that also fund variable annuity contracts.

* The Series began operations on May 15, 1995.
** For the period from ______________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Janus Capital Growth Series seeks to achieve its objective by investing
primarily in common stocks selected for their growth potential and normally
invests at least 50% of its equity assets in medium-sized companies.
Medium-sized companies are those whose market capitalizations fall within the
range of companies in the S&P MidCap 400 Index and are determined at the time
their securities are acquired by the Series. The market capitalizations within
the Index will vary, but as of December 31, 1998, they ranged between
approximately $142 million and $73 billion. The sub-adviser seeks to identify
individual companies with earnings growth potential that may not be recognized
by the market. The sub-adviser selects securities for their capital growth
potential; investment income is not a consideration. When the 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 may hedge its investments to a greater degree and/or
increase its position in cash or similar investments. Doing so may reduce the
potential for appreciation in the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Janus Capital Growth Series is Janus Capital
Corporation (Janus Capital), with principal offices at 100 Fillmore Street,
Denver, Colorado 80206. Janus Capital provides investment advisory services to
mutual funds and other institutional accounts.

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

Investment Objective

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.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stocks of foreign and domestic issuers. The
Series may invest to a lesser degree in other types of securities, including
preferred stock, warrants, convertible securities, and debt securities, such as
corporate bonds. The Series can 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 it may invest in fewer than five countries.

Principal Risks of Investing in the Series

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 31.36%
1997 19.12%
[Insert Chart] 1998 26.87%

In the periods shown in the chart, the Series' highest quarterly return was
____% (____ quarter of ____) and its lowest quarterly return was ____% (____
quarter of ____).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Janus Global Equities Series ...................... 26.87% 29.59%
Morgan Stanley Capital International World Index ...... 22.78% 16.53%
Lipper Variable Annuity Global Fund Average ........... 14.31% X.XX%**

The Morgan Stanley Capital International World Index is a broad-based, unmanaged
index. The Lipper average shows how the performance of the Series compares with
the returns of funds with similar investment objectives and that also fund
variable annuity contracts.

* The Series began operations on May 15, 1995.
** For the period from ______________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Janus Global Equities Series invests primarily in common stocks of
foreign and domestic companies and, to a lesser degree, other types of
securities, such as bonds and other debt securities. The sub-adviser seeks to
identify individual companies with earnings growth potential that may not be
recognized by the market at large. The sub-adviser selects securities for their
capital growth potential; investment income is not a consideration. When the
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 may hedge its investments to a greater
degree and/or increase its position in cash or similar investments. Doing so may
reduce the potential for appreciation in the Series' portfolio.

The 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.
Investments 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 the Series will depend on the
Series' size and the extent of its holdings of special situation issuers
relative to total net assets.

The Series may invest in high-yield, high-risk fixed-income securities, commonly
known as "junk bonds." These are corporate debt securities rated BBB or lower by
S&P or Baa or lower by Moody's, or unrated securities deemed by the sub-adviser
to be of comparable quality. Lower-rated securities generally involve a higher
risk of default than higher-rated ones.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Janus Global Equities Series is Janus Capital
Corporation (Janus Capital), with principal offices at 100 Fillmore Street,
Denver, Colorado 80206. Janus Capital provides investment advisory services to
mutual funds and other institutional accounts.

Helen Young Hayes, Portfolio Manager of Janus Capital, is responsible for the
day-to-day management of the 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/PIMCO TOTAL RETURN BOND SERIES

Investment Objective

The investment objective of the JNL/PIMCO Total Return Bond Series is to realize
maximum total return, consistent with the preservation of capital and prudent
investment management.

Principal Investment Strategies

The Series attempts to achieve its objective by investing primarily in a
diversified portfolio of investment-grade fixed-income securities of U.S. and
foreign issuers such as government, corporate, mortgage- and other asset-backed
securities and cash equivalents.

The average duration of the Series typically ranges between three and six years,
although the maturities of the securities it holds may vary. The Series' foreign
investments will primarily be in securities of issuers based in developed
countries, although it may invest in securities of issuers in emerging market
countries. A significant portion of the Series' foreign holdings may be
denominated in foreign currencies. The Series may buy and sell foreign currency
and foreign currency contracts, and invest in options, futures contracts and
other indexed instruments, in seeking to hedge against changes in foreign
currency exchange rates, interest rates or securities prices.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in securities of U.S. and
foreign issuers, it is subject to market risk. For bonds, market risk
generally reflects credit risk and interest rate risk. Credit risk is
the actual or perceived risk that the issuer of the bond will not pay
the interest and principal payments when due. Bond value typically
declines if the issuer's credit quality deteriorates. Interest rate
risk is the risk that interest rates will rise and the value of bonds,
including those held by the Series, will fall. A broad-based market
drop may also cause a bond's price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Derivatives risk. Investing in derivative instruments, such as
options, futures contracts, forward currency contracts, indexed
securities and asset-backed securities, involves special risks. The
value of derivatives may rise or fall more rapidly than other
investments, which may increase the volatility of the Series depending
on the nature and extent of the derivatives in the Series' portfolio.
If the sub-adviser uses derivatives in attempting to manage or "hedge"
the overall risk of the portfolio, the strategy might not be
successful, for example, due to changes in the value of the
derivatives that are do not correlate with prices movements in the
rest of the portfolio.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/PIMCO Total Return Bond Series ............................ 5.70%
Lehman Brothers Aggregate Bond
Index ......................................................... 6.13%
Lipper Variable Annuity Global
Income Fund Average ........................................... X.XX%**

The Lehman Brothers Aggregate Bond Index is a broad-based, unmanaged index. The
Lipper average shows how the performance of the Series compares with the returns
of funds with similar investment objectives and that also fund variable annuity
contracts.

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from _______________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Series seeks to consistently add value relative to the Lehman Brothers
Aggregate Bond Index, while keeping risk equal to or less than that index. In
managing the Series, the sub-adviser generally makes investment decisions based
on its view of longer-term (three- to five-year) trends and non-economic factors
that may affect interest rates, while seeking to maintain a portfolio duration
that approximates that of the Lehman Brothers Aggregate Bond Index.

The Series may invest in a wide variety of taxable fixed-income securities,
including convertible securities, fixed- and floating-rate loans and loan
participations. The Series may also invest in repurchase agreements, reverse
repurchase agreements, and dollar rolls. The Series may invest all of its assets
in mortgage- or other asset-backed securities, zero coupon bonds or strips.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/PIMCO Total Return Bond Series is Pacific Investment
Management Company (PIMCO), located at 840 Newport Center Drive, Suite 300,
Newport Beach, California 92660. PIMCO is an investment counseling firm founded
in 1971.

William H. Gross, Managing Director of PIMCO, is responsible for the day-to-day
management of the Series. A Fixed Income Portfolio Manager, Mr. Gross is one of
the founders of PIMCO. Mr. Gross has had responsibility for the day-to-day
management of the Series since the inception of the Series.

JNL/PUTNAM GROWTH SERIES

Investment Objective

The investment objective of the JNL/Putnam Growth Series is long-term capital
growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stock of domestic, large-capitalization
companies. However, the Series may also invest in preferred stocks, bonds,
convertible preferred stock and convertible debentures if the sub-adviser
believes that they offer the potential for capital appreciation. The Series may
invest a portion of its assets in foreign securities.

Principal Risks of Investing in the Series

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 26.81%
1997 21.88%
[Insert Chart] 1998 34.93%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Putnam Growth Series ............................. 34.93% 30.82%
S&P 500 Index ........................................ 28.58% 28.63%
Lipper Variable Annuity Growth Fund Average .......... 24.18% X.XX%**

* The Series began operations on May 15, 1995. Prior to May 1, 1997, the
Series was managed by Phoenix Investment Counsel, Inc.
** For the period from _______________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Putnam Growth Series invests primarily in the equity securities of
domestic, large capitalization companies. However, 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.

The Series may use derivative instruments, such as financial futures contracts
and options, for hedging and risk management. These instruments are subject to
transaction costs and certain risks, such as unanticipated changes in interest
rates, securities prices and global currency markets.

For temporary, defensive purposes, when the sub-adviser believes other types of
investments are advantageous on the basis both of risk and protection of capital
values, the Series may invest in fixed-income securities with or without
warrants or conversion features and may retain cash, or invest up to all of its
assets in cash equivalents. Taking a defensive position may reduce the potential
for appreciation of the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Putnam Growth Series is Putnam Investment Management,
Inc. (Putnam), located at One Post Office Square, Boston, Massachusetts 02109.
Putnam has been managing mutual funds since 1937.

C. Beth Cotner has responsibility for the day-to-day management of the 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 Series since May 1, 1997.

JNL/PUTNAM VALUE EQUITY SERIES

Investment Objective

The investment objective of the JNL/Putnam Value Equity Series is capital
growth, with income as a secondary objective.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing primarily in a
diversified portfolio of equity securities of domestic, large-capitalization
companies. For this purpose, equity securities include common stocks, securities
convertible into common stock and securities with common stock characteristics,
such as rights and warrants. The Series considers a large-capitalization company
to be one that, at the time its securities are acquired by the Series, has a
market capitalization of $2 billion or greater.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in the equity securities of
U.S. and foreign companies, it is subject to stock market risk. Stock
prices typically fluctuate more than the values of other types of
securities, typically in response to changes in the particular
company's financial condition and factors affecting the market in
general. For example, unfavorable or unanticipated poor earnings
performance of the company may result in a decline in its stock's
price, and a broad-based market drop may also cause a stock's price to
fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 24.33%
1997 21.82%
[Insert Chart] 1998 12.48%

In the periods shown in the chart, the Series' highest quarterly return was
____% (____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

JNL/Putnam Value Equity Series ......................... 12.48% 22.46%
S&P 500 Index .......................................... 28.58% 28.63%
Lipper Variable Annuity Growth and Income Fund
Average ................................................ X.XX% X.XX%**

* The Series began operations on May 15, 1995. Prior to May 1, 1997, the Series
was managed by PPM America, Inc. ** For the period from _____________, 1995
through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/Putnam Value Equity Series invests primarily in equity securities of
domestic, large-capitalization companies. The sub-adviser typically selects
companies whose stocks have distinctly above-average dividend yields and market
prices that it believes are undervalued relative to the normal earning power of
the company. Under this approach, the sub-adviser seeks to identify investments
where current investor enthusiasm is low, as reflected in their valuations. The
sub-adviser typically reduces the Series' exposure to a company when its stock
price approaches, in the sub-adviser's judgment, fair valuation.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/Putnam Value Equity Series is Putnam Investment
Management, Inc. (Putnam), located at One Post Office Square, Boston,
Massachusetts 02109. Putnam has been managing mutual funds since 1937.

Anthony I. Kreisel a Managing Director of Putnam, has responsibility for the
day-to-day management of the 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 Series since May 1, 1997.

JNL/S&P CONSERVATIVE GROWTH SERIES I

Investment Objective

The investment objective of the JNL/S&P Conservative Growth Series I is capital
growth and current income.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Conservative Growth Series I may invest are the JNL/Alger Growth
Series, JNL/Eagle Core Equity Series, JNL/Eagle SmallCap Equity Series,
JNL/Janus Aggressive Growth Series, JNL/Janus Capital Growth Series, JNL/Janus
Global Equities Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity
Series, PPM America/JNL Balanced Series, PPM America/JNL High Yield Bond Series,
PPM America/JNL Money Market Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL International Equity Investment
Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

The Series seeks to achieve capital growth through its investments in Underlying
Series that invest primarily in equity securities. These investments may include
Series that invest in stocks of large established companies as well as those
that invest in stocks of smaller companies with above-average growth potential.

The Series seeks to achieve current income through its investments in Underlying
Series that invest primarily in fixed-income securities. These investments may
include Underlying Series that invest in foreign bonds denominated in currencies
other than U.S. dollars as well as Underlying Series that invest exclusively in
bonds of U.S. issuers. The Series may invest in Underlying Series that invest
exclusively in investment-grade securities, as well as Underlying Series that
invest in high-yield, high-risk bonds.

Under normal circumstances, the Series allocates approximately 55% to 65% of its
assets to Underlying Series that invest primarily in equity securities, 30% to
40% to Underlying Series that invest primarily in fixed-income securities and 0%
to 10% to Underlying Series that invest primarily in money market funds. Within
these three asset classes, the Series remains flexible with respect to the
percentage it will allocate among Underlying Series.

Principal Risks of Investing in the Series

An investment in the Series is not guaranteed. As with any mutual fund, the
value of the Series' shares will change and you could lose money by investing in
the Series. Since the Series concentrates its investments in shares of the
Underlying Series, its performance is directly related to the ability of the
Underlying Series to meet their respective investment objectives, as well as the
sub-adviser's allocation among the Underlying Series. Accordingly, a variety of
factors may influence the performance of the Series, such as:

o Market risk. Because the Series invests indirectly in stocks of U.S.
and foreign companies, it is subject to stock market risk. Stock
prices typically fluctuate more than the values of other types of
securities, typically in response to changes in the particular
company's financial condition and factors affecting the market in
general. For example, unfavorable or unanticipated poor earnings
performance of the company may result in a decline in its stock's
price, and a broad-based market drop may also cause a stock's price to
fall.

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging market
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

o 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, an Underlying 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.
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.

o Currency risk. The value of the Series' shares may change as a result
of changes in exchange rates reducing the value of the U.S. dollar
value of an Underlying Series' foreign investments. Currency exchange
rates can be volatile and affected by a number of factors, such as the
general economics of a country, the actions of U.S. and foreign
governments or central banks, the imposition of currency controls, and
speculation.

Because the Series invests exclusively in other Series of the Trust, you should
look elsewhere in this prospectus for the particular information about those
Series. As a shareholder of an Underlying Series, the Series will bear its pro
rata share of the expenses of that Underlying Series, which could result in
duplication of certain fees, including management and administration fees.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Conservative Growth Series I .......................... 4.70%
S&P Micropal Asset Allocation USA
Income Funds Sector Index ..................................... 2.77%
Lipper Variable Annuity Growth and
Income Fund Average ........................................... X.XX%**

The S&P Micropal Asset Allocation USA Income Funds Sector Index is a
broad-based, unmanaged index. The Lipper average shows how the performance of
the Series compares with the returns of funds with similar investment objectives
and that also fund variable annuity contracts.

* The Series began operations on April 9, 1998. The performance figures shown
are not annualized.
** For the period from ___________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Conservative Growth Series I asset allocation is expected to result
in less risk than that incurred by JNL/S&P Moderate Growth Series I, JNL/S&P
Aggressive Growth Series I, JNL/S&P Very Aggressive Growth Series I, JNL/S&P
Equity Growth Series I or JNL/S&P Equity Aggressive Growth Series I.

When the sub-adviser believes that a temporary defensive position is desirable,
the Series may invest up to 100% of its assets in cash or cash equivalents.
Doing so may reduce the potential for appreciation of the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Conservative Growth Series I is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the responsibility for the
day-to-day management of the Series. Mr. Blitzer has been Vice President of
SPIAS since 1995 and has been an economist with Standard & Poor's Equity
Services Group (which operates independently of S&P Rating's Group) since 1982.
Mr. Blitzer has had responsibility for the day-to-day management of the Series
since the inception of the Series. Mr. Harari has been a senior investment
officer with the Quantitative Services department of Standard & Poor's Financial
Information Services since 1998. Since joining Standard & Poor's in 1986, Mr.
Harari served as an equity analyst and supervisor of industrial analysts with
Standard & Poor's Equity Services Group. Mr. Harari has had responsibility for
the day-to-day management of the Series since May 1998.

JNL/S&P MODERATE GROWTH SERIES I

Investment Objective

The investment objective of the JNL/S&P Moderate Growth Series I is to seek
capital growth. Current income is a secondary objective.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing in a diversified group
of other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Moderate Growth Series I may invest are the JNL/Alger Growth Series,
JNL/Eagle Core Equity Series, JNL/Eagle SmallCap Equity Series, JNL/Janus
Aggressive Growth Series, JNL/Janus Capital Growth Series, JNL/Janus Global
Equities Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity Series, PPM
America/JNL Balanced Series, PPM America/JNL High Yield Bond Series, PPM
America/JNL Money Market Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL International Equity Investment
Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

The Series seeks to achieve capital growth through its investments in Underlying
Series that invest primarily in equity securities. These investments may include
Underlying Series that invest in stocks of large established companies as well
as those that invest in stocks of smaller companies with above-average growth
potential.

Under normal circumstances, the Series allocates approximately 70% to 80% of its
assets to Underlying Series that invest primarily in equity securities and 20%
to 30% to Underlying Series that invest primarily in fixed-income securities.
Within these asset classes, the Series remains flexible with respect to the
percentage it will allocate among particular Underlying Series. Principal Risks
of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

Because the Series invests exclusively in other series of the Trust, you should
look elsewhere in this prospectus for the particular information about those
series. As a shareholder of an Underlying Series, the Series will bear its pro
rata share of the expenses of that Underlying Series, which could result in
duplication of certain fees, including management and administration fees.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Moderate Growth Series I .............................. 6.30%
S&P Micropal Asset Allocation USA
Balanced Funds Sector Index ................................... 5.45%
Lipper Variable Annuity Growth and
Income Fund Average ........................................... X.XX%**

The S&P Micropal Asset Allocation USA Balanced Funds Sector Index is a
broad-based, unmanaged index. The Lipper average shows how the performance of
the Series compares with the returns of funds with similar investment objectives
and that also fund variable annuity contracts.

* The Series began operations on April 8, 1998. The performance figures shown
are not annualized.
** For the period from _____________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Moderate Growth Series I asset allocation is expected to result in
less risk than that incurred by JNL/S&P Aggressive Growth Series I, JNL/S&P Very
Aggressive Growth Series I, JNL/S&P Equity Growth Series I or JNL/S&P Equity
Aggressive Growth Series I, but more risk than JNL/S&P Conservative Growth
Series I.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Moderate Growth Series I is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P AGGRESSIVE GROWTH SERIES I

Investment Objective

The investment objective of the JNL/S&P Aggressive Growth Series I is capital
growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Aggressive Growth Series I may invest are the JNL/Alger Growth
Series, JNL/Eagle Core Equity Series, JNL/Eagle SmallCap Equity Series,
JNL/Janus Aggressive Growth Series, JNL/Janus Capital Growth Series, JNL/Janus
Global Equities Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity
Series, PPM America/JNL Balanced Series, PPM America/JNL High Yield Bond Series,
PPM America/JNL Money Market Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL International Equity Investment
Series and T. Rowe Price/JNL Mid-Cap Growth Series.

The Series seeks to achieve capital growth primarily through its investments in
Underlying Series that invest primarily in equity securities. These investments
may include Series that invest in stocks of large established companies as well
as those that invest in stocks of smaller companies with above-average growth
potential.

The Series seeks to achieve capital growth secondarily through its investment in
Underlying Series that invest primarily in fixed-income securities. These
investments may include Underlying Series that invest in foreign bonds
denominated in currencies other than U.S. dollars as well as Underlying Series
that invest exclusively in bonds of U.S. issuers. The Series may invest in
Underlying Series that invest exclusively in investment-grade securities, as
well as Underlying Series that invest in high-yield, high-risk bonds.

Under normal circumstances, the Series allocates approximately 85% to 95% of its
assets to Underlying Series that invest primarily in equity securities and 5% to
15% to Underlying Series that invest primarily in fixed-income securities.
Within these asset classes, the Series remains flexible with respect to the
percentage it will allocate among particular Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited recourse in the event
of default. Political conditions, especially a country's willingness
to meet the terms of its debt obligations, can create special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

o Currency risk. The value of an Underlying Series' shares may change as
a result of changes in exchange rates reducing the value of the U.S.
dollar value of the Series' foreign investments. Currency exchange
rates can be volatile and affected by a number of factors, such as the
general economics of a country, the actions of U.S. and foreign
governments or central banks, the imposition of currency controls, and
speculation.

Performance

The table below shows the performance of the Series and of the market indicators
since the Series began operation. The performance of the Series will vary from
year to year. As with all mutual funds, the Series' past performance does not
necessarily indicate how it will perform in the future.

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Aggressive Growth Series I .............................. 8.80%
S&P Micropal Asset Allocation USA Balanced
Funds Sector Index .............................................. 5.45%
Lipper Variable Annuity Growth Fund Average ..................... X.XX%**

* The Series began operations on April 8, 1998. The performance figures shown
are not annualized.
** For the period from __________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Aggressive Growth Series I asset allocation is expected to result in
less risk than that incurred by JNL/S&P Very Aggressive Growth Series I, JNL/S&P
Equity Growth Series I or JNL/S&P Equity Aggressive Growth Series I, but more
risk than JNL/S&P Conservative Growth Series I or JNL/S&P Moderate Growth Series
I.

When the sub-adviser believes that a temporary defensive position is desirable,
the Series may invest up to 100% of its assets in cash or cash equivalents.
Taking a defensive position may reduce the potential for appreciation of the
Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Aggressive Growth Series I is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P VERY AGGRESSIVE GROWTH SERIES I

Investment Objective

The investment objective of the JNL/S&P Very Aggressive Growth Series I is
capital growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Very Aggressive Growth Series I may invest are the JNL/Alger Growth
Series, JNL/Eagle Core Equity Series, JNL/Eagle SmallCap Equity Series,
JNL/Janus Aggressive Growth Series, JNL/Janus Capital Growth Series, JNL/Janus
Global Equities Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity
Series, PPM America/JNL Balanced Series, PPM America/JNL High Yield Bond Series,
PPM America/JNL Money Market Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL International Equity Investment
Series and T. Rowe Price/JNL Mid-Cap Growth Series.

Under normal circumstances, the Series allocates up to 100% of its assets to
Underlying Series that invest primarily in equity securities. The Series remains
flexible with respect to the percentage it will allocate among particular
Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Very Aggressive Growth Series I ........................ 11.90%
S&P Micropal Asset Allocation USA Balanced
Funds Sector Index ............................................. 5.40%
Lipper Variable Annuity Growth Fund Average .................... X.XX%**

* The Series began operations on April 1, 1998. The performance figures shown
are not annualized.
** For the period from ______________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Very Aggressive Growth Series I asset allocation is expected to
result in more risk than that incurred by JNL/S&P Conservative Growth Series I,
JNL/S&P Moderate Growth Series I, JNL/S&P Aggressive Growth Series I, JNL/S&P
Equity Growth Series I or JNL/S&P Equity Aggressive Growth Series I.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Very Aggressive Growth Series I is Standard &
Poor's Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New
York, New York 10004. SPIAS was established in 1995 to provide investment advice
to the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P EQUITY GROWTH SERIES I

Investment Objective

The investment objective of the JNL/S&P Equity Growth Series I is capital
growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
JNL/S&P Equity Growth Series I may invest are the JNL/Alger Growth Series,
JNL/Eagle Core Equity Series, JNL/Eagle SmallCap Equity Series, JNL/Janus
Aggressive Growth Series, JNL/Janus Capital Growth Series, JNL/Janus Global
Equities Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity Series, PPM
America/JNL Balanced Series, PPM America/JNL High Yield Bond Series, PPM
America/JNL Money Market Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL International Equity Investment
Series and T. Rowe Price/JNL Mid-Cap Growth Series.

Under normal circumstances, the Series allocates 100% of its assets to
Underlying Series that invest primarily in equity securities. The Series remains
flexible with respect to the percentage it will allocate among particular
Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

o Non-diversification. The Series is "non-diversified" as that term is
defined in the Investment Company Act of 1940, as amended, which means
that more than 5%, but not more than 25%, of its total assets may be
invested in securities of any one issuer. Thus, the Series may hold a
smaller number of issuers than if it were "diversified." With a
smaller number of different issuers, the Series is subject to more
risk than another fund holding a larger number of issuers, since
changes in the financial condition or market status of a single issuer
may cause greater fluctuation in the Series' total return and share
price.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Equity Growth Series I ................................... 6.40%
S&P Micropal Asset Allocation USA Balanced Funds
Sector Index ..................................................... 5.45%
Lipper Variable Annuity Growth Fund Average ...................... X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from ______________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Equity Growth Series I asset allocation is expected to result in
more risk than that incurred by JNL/S&P Conservative Growth Series I, JNL/S&P
Moderate Growth Series I and JNL/S&P Aggressive Growth Series I, but less risk
than JNL/S&P Equity Aggressive Growth Series I or JNL/S&P Very Aggressive Growth
Series I.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Equity Growth Series I is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I

Investment Objective

The investment objective of the JNL/S&P Equity Aggressive Growth Series I is
capital growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
JNL/S&P Equity Aggressive Growth Series I may invest are the JNL/Alger Growth
Series, JNL/Eagle Core Equity Series, JNL/Eagle SmallCap Equity Series,
JNL/Janus Aggressive Growth Series, JNL/Janus Capital Growth Series, JNL/Janus
Global Equities Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity
Series, PPM America/JNL Balanced Series, PPM America/JNL High Yield Bond Series,
PPM America/JNL Money Market Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe Price/JNL
Established Growth Series, T. Rowe Price/JNL International Equity Investment
Series and T. Rowe Price/JNL Mid-Cap Growth Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging market may result in a lack of
liquidity and in price volatility. Issuers in emerging market
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Equity Aggressive Growth Series I ....................... 7.50%
S&P Micropal Asset Allocation USA Balanced
Funds Sector Index .............................................. 6.11%
Lipper Variable Annuity Growth Fund Average ..................... X.XX%**

* The Series began operations on April 15, 1998. The performance figures
shown are not annualized.
** For the period from ____________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Equity Aggressive Growth Series I asset allocation is expected to
result in more risk than that incurred by JNL/S&P Conservative Growth Series I,
JNL/S&P Moderate Growth Series I, JNL/S&P Aggressive Growth Series I or JNL/S&P
Equity Growth Series I, but less risk than JNL/S&P Very Aggressive Growth Series
I.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Equity Aggressive Growth Series I is Standard &
Poor's Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New
York, New York 10004. SPIAS was established in 1995 to provide investment advice
to the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P CONSERVATIVE GROWTH SERIES II

Investment Objective

The investment objective of the JNL/S&P Conservative Growth Series II is capital
growth and current income.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Conservative Growth Series II may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan International & Emerging Markets Series, JNL/Janus
Aggressive Growth Series, JNL/Janus Global Equities Series, JNL/PIMCO Total
Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity Series,
Goldman Sachs/JNL Growth & Income Series, Lazard/JNL Mid Cap Value Series,
Lazard/JNL Small Cap Value Series, PPM America/JNL Money Market Series, Salomon
Brothers/JNL Balanced Series, Salomon Brothers/JNL Global Bond Series, Salomon
Brothers/JNL High Yield Bond Series, T. Rowe Price/JNL International Equity
Investment Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

Under normal circumstances, the Series allocates approximately 60% to 70% of its
assets to Underlying Series that invest primarily in equity securities and 30%
to 40% to Underlying Series that invest primarily in fixed-income securities.
Within these asset classes, the Series remains flexible with respect to the
percentage it will allocate among particular Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Conservative Growth Series II ........................ -4.60%
S&P Micropal Asset Allocation USA
Income Funds Sector Index .................................... 2.77%
Lipper Variable Annuity Balanced Fund
Average ...................................................... X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from ______________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Conservative Growth Series II asset allocation is expected to result
in less risk than that incurred by 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 or JNL/S&P Equity Aggressive Growth Series II.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Conservative Growth Series II is Standard &
Poor's Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New
York, New York 10004. SPIAS was established in 1995 to provide investment advice
to the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P MODERATE GROWTH SERIES II

Investment Objective

The investment objective of the JNL/S&P Moderate Growth Series II is capital
growth. Current income is a secondary objective.

Principal Investment Strategies

The Series seeks to achieve its investment objectives by investing in a
diversified group of other Series of the Trust (Underlying Series). The
Underlying Series in which the JNL/S&P Moderate Growth Series II may invest are
the JNL/Alliance Growth Series, JNL/J.P. Morgan International & Emerging Markets
Series, JNL/Janus Aggressive Growth Series, JNL/Janus Global Equities Series,
JNL/PIMCO Total Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value
Equity Series, Goldman Sachs/JNL Growth & Income Series, Lazard/JNL Mid Cap
Value Series, Lazard/JNL Small Cap Value Series, PPM America/JNL Money Market
Series, Salomon Brothers/JNL Balanced Series, Salomon Brothers/JNL Global Bond
Series, Salomon Brothers/JNL High Yield Bond Series, T. Rowe Price/JNL
International Equity Investment Series, and T. Rowe Price/JNL Mid-Cap Growth
Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Moderate Growth Series II ............................. 2.20%
S&P Micropal Asset Allocation USA
Balanced Funds Sector Index ................................... 5.45%
Lipper Variable Annuity Growth and
Income Fund Average ........................................... X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from ____________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Moderate Growth Series II asset allocation is expected to result in
less risk than that incurred by JNL/S&P Aggressive Growth Series II, JNL/S&P
Very Aggressive Growth Series II, JNL/S&P Equity Growth Series II or JNL/S&P
Equity Aggressive Growth Series II, but more risk than JNL/S&P Conservative
Growth Series II.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Moderate Growth Series II is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P AGGRESSIVE GROWTH SERIES II

Investment Objective

The investment objective of the JNL/S&P Aggressive Growth Series II is capital
growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Aggressive Growth Series II may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan International & Emerging Market Series, JNL/Janus
Aggressive Growth Series, JNL/Janus Global Equities Series, JNL/PIMCO Total
Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity Series,
Goldman Sachs/JNL Growth & Income Series, Lazard/JNL Mid Cap Value Series,
Lazard/JNL Small Cap Value Series, PPM America/JNL Money Market Series, Salomon
Brothers/JNL Balanced Series, Salomon Brothers/JNL Global Bond Series, Salomon
Brothers/JNL High Yield Bond Series, T. Rowe Price/JNL International Equity
Investment Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Aggressive Growth Series II ............................. 0.50%
S&P Micropal Asset Allocation USA Balanced
Funds Sector Index .............................................. 5.45%
Lipper Variable Annuity Growth Fund Average ..................... X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from ___________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Aggressive Growth Series II asset allocation is expected to result
in less risk than that incurred by JNL/S&P Very Aggressive Growth Series II,
JNL/S&P Equity Growth Series II or JNL/S&P Equity Aggressive Growth Series II,
but more risk than JNL/S&P Conservative Growth Series II or JNL/S&P Moderate
Growth Series II.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Aggressive Growth Series II is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P VERY AGGRESSIVE GROWTH SERIES II

Investment Objective

The investment objective of the JNL/S&P Very Aggressive Growth Series II is
capital growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
JNL/S&P Very Aggressive Growth Series II may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan International & Emerging Markets Series, JNL/Janus
Aggressive Growth Series, JNL/Janus Global Equities Series, JNL/PIMCO Total
Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity Series,
Goldman Sachs/JNL Growth & Income Series, Lazard/JNL Mid Cap Value Series,
Lazard/JNL Small Cap Value Series, PPM America/JNL Money Market Series, Salomon
Brothers/JNL Balanced Series, Salomon Brothers/JNL Global Bond Series, Salomon
Brothers/JNL High Yield Bond Series, T. Rowe Price/JNL International Equity
Investment Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Very Aggressive Growth Series II ........................ 8.00%
S&P Micropal Asset Allocation USA Balanced
Funds Sector Index .............................................. 5.45%
Lipper Variable Annuity Growth Fund Average ..................... X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from ___________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Very Aggressive Growth Series II asset allocation is expected to
result in more risk than that incurred by JNL/S&P Conservative Growth Series II,
JNL/S&P Moderate Growth Series II, JNL/S&P Aggressive Growth Series II, JNL/S&P
Equity Growth Series II or JNL/S&P Equity Aggressive Growth Series II.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Very Aggressive Growth Series II is Standard &
Poor's Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New
York, New York 10004. SPIAS was established in 1995 to provide investment advice
to the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P EQUITY GROWTH SERIES II

Investment Objective

The investment objective of the JNL/S&P Equity Growth Series II is capital
growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Equity Growth Series II may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan International & Emerging Markets Series, JNL/Janus
Aggressive Growth Series, JNL/Janus Global Equities Series, JNL/PIMCO Total
Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity Series,
Goldman Sachs/JNL Growth & Income Series, Lazard/JNL Mid Cap Value Series,
Lazard/JNL Small Cap Value Series, PPM America/JNL Money Market Series, Salomon
Brothers/JNL Balanced Series, Salomon Brothers/JNL Global Bond Series, Salomon
Brothers/JNL High Yield Bond Series, T. Rowe Price/JNL International Equity
Investment Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Equity Growth Series II ............................... 0.40%
S&P Micropal Asset Allocation USA
Balanced Funds Sector Index ................................... 5.45%
Lipper Variable Annuity Growth Fund
Average ....................................................... X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from _____________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Equity Growth Series II asset allocation is expected to result in
more risk than that incurred by JNL/S&P Conservative Growth Series II, JNL/S&P
Moderate Growth Series II and JNL/S&P Aggressive Growth Series II, but less risk
than JNL/S&P Equity Aggressive Growth Series II or JNL/S&P Very Aggressive
Growth Series II.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Equity Growth Series II is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II

Investment Objective

The investment objective of the JNL/S&P Equity Aggressive Growth Series II is
capital growth.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Equity Aggressive Growth Series II may invest are the JNL/Alliance
Growth Series, JNL/J.P. Morgan International & Emerging Markets Series,
JNL/Janus Aggressive Growth Series, JNL/Janus Global Equities Series, JNL/PIMCO
Total Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value Equity
Series, Goldman Sachs/JNL Growth & Income Series, Lazard/JNL Mid Cap Value
Series, Lazard/JNL Small Cap Value Series, PPM America/JNL Money Market Series,
Salomon Brothers/JNL Balanced Series, Salomon Brothers/JNL Global Bond Series,
Salomon Brothers/JNL High Yield Bond Series, T. Rowe Price/JNL International
Equity Investment Series, and T. Rowe Price/JNL Mid-Cap Growth Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

JNL/S&P Equity Aggressive Growth Series II ......................... 3.60%
S&P Micropal Asset Allocation USA Balanced Funds Sector
Index .............................................................. 5.45%
Lipper Variable Annuity Growth Fund Average ........................ X.XX%**

* The Series began operations on April 13, 1998. The performance figures
shown are not annualized.
** For the period from _______, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Equity Aggressive Growth Series II asset allocation is expected to
result in more risk than that incurred by JNL/S&P Conservative Growth Series II,
JNL/S&P Moderate Growth Series II, JNL/S&P Aggressive Growth Series II or
JNL/S&P Equity Growth Series II, but less risk than JNL/S&P Very Aggressive
Growth Series II.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Equity Aggressive Growth Series II is Standard &
Poor's Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New
York, New York 10004. SPIAS was established in 1995 to provide investment advice
to the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P CONSERVATIVE GROWTH SERIES

Investment Objective

The investment objective of the JNL/S&P Conservative Growth Series is capital
growth and current income.

Principal Investment Strategies

The Series seeks to achieve its objective by investing in a diversified group of
other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Conservative Growth Series may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan Enhanced S&P 500 Index Series, JNL/J.P. Morgan
International & Emerging Markets Series, JNL/Janus Aggressive Growth Series,
JNL/Janus Global Equities Series, JNL/PIMCO Total Return Bond Series, JNL/Putnam
Growth Series, JNL/Putnam Value Equity Series, Goldman Sachs/JNL Growth & Income
Series, Lazard/JNL Small Cap Value Series, Lazard/JNL Mid Cap Value Series, PPM
America/JNL Money Market Series, Salomon Brothers/JNL Balanced Series, Salomon
Brothers/JNL Global Bond Series, Salomon Brothers/JNL High Yield Bond Series, T.
Rowe Price/JNL International Equity Investment Series, and T. Rowe Price/JNL
Mid-Cap Growth Series.

The Series seeks to achieve current income through its investments in Underlying
Series that invest primarily in fixed-income securities. These investments may
include Underlying Series that invest exclusively in bonds of U.S. corporate and
government issuers and Underlying Series that invest exclusively in
investment-grade securities.

Under normal circumstances, the Series allocates approximately 50% to 75% of its
assets to Underlying Series that invest primarily in equity securities, 15% to
50% to Underlying Series that invest primarily in fixed-income securities and 0%
to 20% to Underlying Securities that invest primarily in money market funds.
Within these asset classes, the Series remains flexible with respect to the
percentage it will allocate among particular Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities. To
the extent that an Underlying Series invests in bonds issued by a
foreign government, that Series may have limited legal recourse in the
event of default. Political conditions, especially a country's
willingness to meet the terms of its debt obligations, can create
special risks.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Conservative Growth Series may invest up to 100% of its assets in
cash or cash equivalents when the sub-adviser believes that a temporary
defensive position is desirable. Doing so may reduce the potential for
appreciation of the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Conservative Growth Series is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P MODERATE GROWTH SERIES

Investment Objective

The investment objective of the JNL/S&P Moderate Growth Series is capital
growth. Current income is a secondary objective.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing in a diversified group
of other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Moderate Growth Series may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan Enhanced S&P 500 Index Series, JNL/J.P. Morgan
International & Emerging Markets Series, JNL/Janus Aggressive Growth Series,
JNL/Janus Global Equities Series, JNL/PIMCO Total Return Bond Series, JNL/Putnam
Growth Series, JNL/Putnam Value Equity Series, Goldman Sachs/JNL Growth & Income
Series, Lazard/JNL Small Cap Value Series, Lazard/JNL Mid Cap Value Series, PPM
America/JNL Money Market Series, Salomon Brothers/JNL Balanced Series, Salomon
Brothers/JNL Global Bond Series, Salomon Brothers/JNL High Yield Bond Series, T.
Rowe Price/JNL International Equity Investment Series, and T. Rowe Price/JNL
Mid-Cap Growth Series.

The Series seeks to achieve current income through its investment in Underlying
Series that invest primarily in fixed-income securities. These investments may
include Underlying Series that invest exclusively in bonds of U.S. corporate and
government issuers and Underlying Series that invest exclusively in
investment-grade securities.

Under normal circumstances, the Series allocates approximately 60% to 80% of its
assets to Underlying Series that invest primarily in equity securities and 20%
to 40% to Underlying Series that invest primarily in fixed-income securities.
Within these asset classes, the Series remains flexible with respect to the
percentage it will allocate among particular Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Moderate Growth Series may invest up to 100% of its assets in cash
or cash equivalents when the sub-adviser believes that a temporary defensive
position is desirable. Doing so may reduce the potential appreciation of the
Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Moderate Growth Series is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/S&P AGGRESSIVE GROWTH SERIES

Investment Objective

The investment objective of the JNL/S&P Aggressive Growth Series is capital
growth. Current income is a secondary objective.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing in a diversified group
of other Series of the Trust (Underlying Series). The Underlying Series in which
the JNL/S&P Aggressive Growth Series may invest are the JNL/Alliance Growth
Series, JNL/J.P. Morgan Enhanced S&P 500 Index Series, JNL/J.P. Morgan
International & Emerging Markets Series, JNL/Janus Aggressive Growth Series,
JNL/Janus Global Equities Series, JNL/PIMCO Total Return Bond Series, JNL/Putnam
Growth Series, JNL/Putnam Value Equity Series, Goldman Sachs/JNL Growth & Income
Series, Lazard/JNL Small Cap Value Series, Lazard/JNL Mid Cap Value Series, PPM
America/JNL Money Market Series, Salomon Brothers/JNL Balanced Series, Salomon
Brothers/JNL Global Bond Series, Salomon Brothers/JNL High Yield Bond Series, T.
Rowe Price/JNL International Equity Investment Series, and T. Rowe Price/JNL
Mid-Cap Growth Series.

Under normal circumstances, the Series allocates 75% to 100% of its assets to
Underlying Series that invest primarily in equity securities and 0% to 25% to
Underlying Series that invest primarily in fixed-income securities. Within these
asset classes, the Series remains flexible with respect to the percentage it
will allocate among particular Underlying Series.

Principal Risks of Investing in the Series

For bonds, market risk generally reflects credit risk and interest
rate risk. Credit risk is the actual or perceived risk that the issuer
of the bond will not pay the interest and principal payments when due.
Bond value typically declines if the issuer's credit quality
deteriorates. Interest rate risk is the risk that interest rates will
rise and the value of bonds, including those held by an Underlying
Series, will fall. A broad-based market drop may also cause a bond's
price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Foreign investing risk. Foreign investing involves risks not typically
associated with U.S. investment. These risks include, among others,
adverse fluctuations in foreign currency values as well as adverse
political, social and economic developments affecting a foreign
country. Investments in foreign countries could be affected by factors
not present in the U.S., such as restrictions on receiving the
investment proceeds from a foreign country, foreign tax laws, and
potential difficulties in enforcing contractual obligations.
Transactions in foreign securities may be subject to less efficient
settlement practices, including extended clearance and settlement
periods. Owning foreign securities could cause an Underlying Series'
performance to fluctuate more than if it held only U.S. securities.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/S&P Aggressive Growth Series may invest up to 100% of its assets in cash
or cash equivalents when the sub-adviser believes that a temporary defensive
position is desirable. Doing so may reduce the potential for appreciation of the
Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/S&P Aggressive Growth Series is Standard & Poor's
Investment Advisory Services, Inc. (SPIAS), located at 25 Broadway, New York,
New York 10004. SPIAS was established in 1995 to provide investment advice to
the financial community. SPIAS operates independently of and has no access to
analysis or other information supplied or obtained by S&P in connection with its
ratings business, except to the extent such information is made available by S&P
to the general public.

JNL/SSGA ENHANCED INTERMEDIATE BOND INDEX SERIES

Investment Objective

The investment objective of the JNL/SSGA Enhanced Intermediate Bond Fund Index
Series is to match or exceed the return of the Lehman Brothers Intermediate
Government/Corporate Bond Index.

Principal Investment Strategies

The Series seeks to achieve its objective by utilizing an enhanced bond indexing
strategy intended to add incremental value over the Lehman Brothers Intermediate
Government/Corporate Index in a risk-controlled framework. The Series invests in
a diversified portfolio of intermediate-maturity, investment-grade fixed-income
securities, primarily U.S. Government, corporate and asset-backed securities.

The sub-adviser may engage in options, financial futures and swap transactions
in seeking to hedge the portfolio or enhance return.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in the securities of U.S. and
foreign issuers, it is subject to market risk. For bonds, market risk
generally reflects credit risk and interest rate risk. Credit risk is
the actual or perceived risk that the issuer of the bond will not pay
the interest and principal payments when due. Bond value typically
declines if the issuer's credit quality deteriorates. Interest rate
risk is the risk that interest rates will rise and the value of bonds,
including those held by the Series, will fall. A broad-based market
drop may also cause a bond's price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/SSGA Enhanced Intermediate Bond Index Series invests primarily in U.S.
dollar-denominated U.S. Treasury, Agency, corporate, and mortgage- and other
asset-backed securities, and supranational and sovereign debt obligations. The
Series may invest in money market funds including those for which the
sub-adviser acts as an investment adviser. As a shareholder in a money market
fund, the Series would bear its share of that fund's expenses.

The sub-adviser uses a combination of quantitative and qualitative analysis in
balancing the top-down sector decision - selecting among government obligations,
corporate securities and structured investments - with the bottom-up security
selection which is based upon fundamental and technical analysis.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/SSGA Enhanced Intermediate Bond Index Series is State
Street Global Advisors (SSGA), located at One International Place, Boston,
Massachusetts 02110. Since 1978, SSGA has been providing comprehensive
investment management services across all major asset classes to both
institutional and individual investors.

Lynn C. Blake, Vice President and Portfolio Manager of SSGA's Global Structured
Product Group, Anne B. Eisenberg, Principal of SSGA, Susan R. Bonfeld, Principal
of SSGA, and James B. May, Assistant Vice President of SSGA, share primary
responsibility for the day-to-day management of the Series. Ms. Blake has been
with SSGA since 1987. Ms. Eisenberg has been with SSGA since 1982. Ms. Bonfeld
has been with SSGA since 1994; prior to that, she spent seven years in the
taxable fixed-income department at CS First Boston Corporation. Mr. May has been
with SSGA since 1989. Ms. Blake, Ms. Eisenberg, Ms. Bonfeld and Mr. May have
shared primary responsibility for the day-to-day management of the Series since
the inception of the Series.

JNL/SSGA INTERNATIONAL INDEX SERIES

Investment Objective

The investment objective of the JNL/SSGA International Index Series is to
closely match the performance of the Morgan Stanley Capital International Europe
and Australasia, Far East Equity Index (MSCI EAFE Index) while minimizing
transaction costs.

Principal Investment Strategies

The Series seeks to achieve its objective through a diversified portfolio whose
returns closely parallel those of the MSCI EAFE Index. The Series typically
holds all securities contained in the MSCI EAFE Index. To better track the
performance of the Index and provide liquidity, the Series may hold EAFE futures
contracts instead of cash equivalents in its portfolio. The sub-adviser uses a
trading approach intended to reduce the Series' transaction costs.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in stocks of foreign
companies, it is subject to stock market risk. Stock prices typically
fluctuate more than the values of other types of securities, typically
in response to changes in the particular company's financial condition
and factors affecting the market in general. For example, unfavorable
or unanticipated poor earnings performance of the company may result
in a decline in its stock's price, and a broad-based market drop may
also cause a stock's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/SSGA International Index Series is State Street
Global Advisors (SSGA), located at One International Place, Boston,
Massachusetts 02110. Since 1978, SSGA has been providing comprehensive
investment management services across all major asset classes to both
institutional and individual investors.

JNL/SSGA RUSSELL 2000 INDEX SERIES

Investment Objective

The investment objective of the JNL/SSGA Russell 2000 Index Series is to closely
match the returns and characteristics of the Russell 2000 Index.

Principal Investment Strategies

The Series seeks to achieve its objective through a diversified portfolio whose
return closely tracks that of the Russell 2000 Index. The Series typically holds
all the common stocks included in the Russell 2000 Index.

The sub-adviser generally follows a buy and hold strategy, trading only when
there is a change in the composition of the Russell 2000 Index or when cash flow
activity occurs in the Series. The sub-adviser uses a trading approach intended
to reduce the Series' transaction costs.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in stocks of U.S. companies,
it is subject to stock market risk. Stock prices typically fluctuate
more than the values of other types of securities, typically in
response to changes in the particular company's financial condition
and factors affecting the market in general. For example, unfavorable
or unanticipated poor earnings performance of the company may result
in a decline in its stock's price, and a broad-based market drop may
also cause a stock's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/SSGA Russell 2000 Index Series may also hold U.S. Treasury Bills,
short-term fixed- income securities, equity index futures, Standard & Poor's
Depository Receipts traded on the American Stock Exchange and other similar
derivative instruments.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/SSGA Russell 2000 Index Series is State Street Global
Advisors (SSGA), located at One International Place, Boston, Massachusetts
02110. Since 1978, SSGA has been providing comprehensive investment management
services across all major asset classes to both institutional and individual
investors.

JNL/SSGA S&P 500 INDEX SERIES

Investment Objective

The investment objective of the JNL/SSGA S&P 500 Index Series is to closely
match the returns and characteristics of the Standard & Poor's 500 Composite
Stock Price Index (S&P 500 Index).

Principal Investment Strategies

The Series seeks to achieve its objective through a diversified portfolio whose
return closely tracks that of the S&P 500 Index. The Series typically holds all
the stock in the S&P 500 Index in approximately the same proportions as they
appear in the Index. To better track the performance of the Index and provide
liquidity, the Series may hold S&P 500 futures contracts instead of cash
equivalents in its portfolio. The sub-adviser generally follows a buy and hold
strategy, trading only when there is a change in the composition of the S&P 500
Index or when cash flow activity occurs in the Series. The sub-adviser uses a
trading approach intended to reduce the Series' transaction costs.

Principal Risks of Investing in the Series

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/SSGA S&P 500 Index Series is State Street Global
Advisors (SSGA), located at One International Place, Boston, Massachusetts
02110. Since 1978, SSGA has been providing comprehensive investment management
services across all major asset classes to both institutional and individual
investors.

JNL/SSGA S&P MIDCAP INDEX SERIES

Investment Objective

The objective of the JNL/SSGA S&P MidCap Index Series is to closely match the
returns and characteristics of the Standard & Poor's MidCap 400 Index (S&P
MidCap 400 Index).

Principal Investment Strategies

The Series seeks to achieve its objective through a diversified portfolio whose
return closely tracks that of the S&P MidCap 400 Index. The Series typically
holds all the stock in the S&P MidCap 400 Index in approximately the same
proportions as they appear in the Index. To better track the performance of the
Index and provide liquidity, the Series may invest in equity index futures
contract and other derivatives instead of cash equivalents. The sub-adviser
generally follows a buy and hold strategy, trading only when there is a change
in the composition of the S&P MidCap 400 Index or when cash flow activity occurs
in the Series. The sub-adviser uses a trading approach intended to reduce the
Series' transaction costs.

Principal Risks of Investing in the Series

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

The performance of the Series will vary from year to year. As with all mutual
funds, the Series' past performance does not necessarily indicate how it will
perform in the future.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The JNL/SSGA S&P MidCap Index Series may invest in interest-bearing cash
equivalents, notes and other short-term instruments, including call accounts
pending the investment of available cash. The Series will be rebalanced
periodically to reflect changes in the S&P MidCap 400 Index, and all dividends
and realized capital gains will be reinvested.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the JNL/SSGA S&P MidCap Index Series is State Street Global
Advisors (SSGA), located at One International Place, Boston, Massachusetts
02110. Since 1978, SSGA has been providing comprehensive investment management
services across all major asset classes to both institutional and individual
investors.

GOLDMAN SACHS/JNL GROWTH & INCOME SERIES

Investment Objective

The investment objectives of the Goldman Sachs/JNL Growth & Income Series are
long-term growth of capital and growth of income.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing primarily in a
diversified portfolio of equity securities of domestic large-capitalization
companies that the sub-adviser believes to have favorable prospects for capital
appreciation and/or dividend-paying ability. The Series may also invest in
fixed-income securities (typically of investment grade) that offer the potential
to further the Series' investment objectives. The Series may invest in foreign
securities, including securities of issuers in emerging markets and securities
quoted in foreign currencies.

Principal Risks of Investing in the Series

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o Emerging markets risk. The Series may invest a portion of its assets
in one or more Underlying Series that hold securities of issuers in
emerging markets, which involves greater risk. Emerging market
countries typically have economic and political systems that are less
fully developed, and likely to be less stable, than those of more
advanced countries. Emerging market countries may have policies that
restrict investment by foreigners, and there is a higher risk of a
government taking private property. Low or nonexistent trading volume
in securities of issuers in emerging markets may result in a lack of
liquidity and in price volatility. Issuers in emerging markets
typically are subject to a greater degree of change in earnings and
business prospects than are companies in developed markets.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

Goldman Sachs/JNL Growth & Income Series ....................... -9.31%
S&P 500 Index .................................................. 18.61%
Lipper Variable Annuity Growth & Income Fund
Average ........................................................ X.XX%**

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from ________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Goldman Sachs/JNL Growth & Income Series invests primarily in equity
securities of companies which the sub-adviser believes are underpriced relative
to a combination of such factors as the company's long-term earnings, growth
rate, free cash flow and/or dividend paying ability.

The sub-adviser gives consideration to the business quality of the issuer.
Factors affecting the sub-adviser's view of that quality include the
competitiveness and degree of regulation in the markets in which the company
operates, the existence of a management team with a record of success, the
position of the company in the markets in which it operates, the level of the
company's financial leverage and the sustainable return on capital invested in
the business. The Series may also purchase securities of companies that have
experienced difficulties and that, in the opinion of the sub-adviser, are
available at attractive prices.

The sub-adviser uses first-hand fundamental research in choosing the Series'
securities and applies macro analysis of numerous economic and valuation
variables to anticipate changes in company earnings and the overall investment
climate. The sub-adviser draws on the research and market expertise of its
affiliates as well as information provided by other securities dealers. In
general, the sub-adviser sells equity securities held by the Series when it
believes that the market price fully reflects or exceeds the securities'
fundamental valuation or when it identifies other, more attractive investments.

The Series may invest up to 10% of its total assets in debt securities which are
unrated or rated in the lowest rating categories by S&P or Moody's. These
lower-rated bonds are commonly referred to as junk bonds. Lower-rated securities
generally involve a higher risk of default than higher-rated ones.

The Series may use derivative instruments, such as futures contracts, options
and forward currency contracts, for hedging or as a means of enhancing return.
These instruments are subject to transaction costs and certain risks, such as
unanticipated changes in interest rates, securities prices and global currency
markets.

For temporary, defensive purposes, the Series may invest up to 100% of its
assets in U.S. Government securities, repurchase agreements collateralized by
U.S. Government securities, high-grade commercial paper, certificates of
deposit, bankers' acceptances, repurchase agreements, non-convertible preferred
stocks, non-convertible corporate bonds with a remaining maturity of less than
one year, or subject to certain tax restrictions, foreign currencies. Taking a
defensive position may reduce the potential for appreciation of the Series'
portfolio or for growth of income.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Goldman Sachs/JNL Growth & Income Series is Goldman Sachs
Asset Management (Goldman Sachs), One New York Plaza, New York, New York 10004.
Goldman Sachs is a separate operating division of Goldman, Sachs & Co. Goldman
Sachs provides a wide range of fully discretionary investment advisory services
including quantitatively driven and actively managed U.S. and international
equity portfolios, U.S. and global fixed income portfolios, commodity and
currency products, and money markets.

Greg Gigliotti, Vice President of Goldman Sachs, Thomas S. Price, Vice President
of Goldman Sachs, Lawrence S. Sibley, Vice President of Goldman Sachs, and Karma
Wilson, Vice President of Goldman Sachs, share responsibility for the day-to-day
management of the Series. Mr. Gigliotti joined Goldman Sachs in 1997. From 1996
to 1997, he was a Vice President and senior analyst at Franklin Mutual Advisors,
Inc., the asset management division of Franklin Resources, Inc. From 1989 to
1996, he was a Vice President and senior analyst at Heine Securities Corporation
which was purchased by Franklin Resources, Inc. Mr. Price joined Goldman Sachs
in 1997. From 1996 to 1997, he was a Vice President and senior analyst at
Franklin Mutual Advisors, Inc., the asset management division of Franklin
Resources, Inc. From 1993 to 1996, he was a Vice President and senior analyst at
Heine Securities Corporation which was purchased by Franklin Resources, Inc. Mr.
Sibley joined Goldman Sachs in 1997. From 1994 to 1997, he headed Institutional
Equity Sales at J. P. Morgan Securities, and from 1987 to 1994 he was a
principal of Sanford C. Bernstein & Co. in its Institutional Sales Department.
Ms. Wilson joined Goldman Sachs in 1994. Prior to 1994, she was an investment
analyst with Bankers Trust Australia Ltd. Before 1992, she was employed at
Arthur Andersen LLP. Mr. Gigliotti, Mr. Price, Mr. Sibley and Ms. Wilson have
shared responsibility for the day-to-day management of the Series since
September 1998.

LAZARD/JNL MID CAP VALUE SERIES

Investment Objective

The investment objective of the Lazard/JNL Mid Cap Value Series is capital
appreciation.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
non-diversified portfolio of equity securities of U.S. companies with market
capitalizations in the range of companies represented in the Russell MidCap
Index and that the sub-adviser believes are undervalued based on their return on
equity. The Russell MidCap Index is composed of selected common stocks of
medium-size U.S. companies. The Series' equity holdings consist primarily of
common stocks but may also include preferred stocks, securities convertible into
or exchangeable for common stocks, rights and warrants, real estate investment
trusts and American and Global Depositary Receipts.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests primarily in equity securities
of U.S. companies, it is subject to stock market risk. Stock prices
typically fluctuate more than the values of other types of securities,
typically in response to changes in the particular company's financial
condition and factors affecting the market in general. For example,
unfavorable or unanticipated poor earnings performance of the company
may result in a decline in its stock's price, and a broad-based market
drop may also cause a stock's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

Lazard/JNL Mid Cap Value Series ................................ -7.64%
Russell MidCap Index ........................................... 2.64%
Lipper Variable Annuity Mid-Cap Fund Average ................... X.XX%**

The Russell MidCap Index is a broad-based, unmanaged index. The Lipper average
shows how the performance of the Series compares with the returns of funds with
similar investment objectives and that also fund variable annuity contracts.

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from _______, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Lazard/JNL Mid Cap Value Series invests primarily in the equity securities
of undervalued medium capitalization U.S. companies. To the extent its assets
are not invested in such securities, the Series may invest in the equity
securities of large capitalization companies or fixed-income securities. In
searching for undervalued medium capitalization stocks, the sub-adviser uses a
stock-selection process based primarily on analysis of historical financial
data, with little emphasis placed on forecasting future earnings or events.

The sub-adviser does not automatically sell a security if its market
capitalization appreciates to over $5 billion. The sub-adviser's sell discipline
is driven typically by whether, in the sub-adviser's opinion, a stock has
attained its fair valuation.

The Series may use derivative instruments, such as options and futures
contracts, for hedging or to enhance return. These instruments are subject to
transaction costs and certain risks, such as unanticipated changes in securities
prices.

For temporary, defensive purposes, the Series may invest up to all of its assets
in large capitalization companies, cash and short-term money market instruments.
Taking a defensive position may reduce the potential for appreciation of the
Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Lazard/JNL Mid Cap Value Series is Lazard Asset
Management (Lazard), 30 Rockefeller Plaza, New York, New York 10112. Lazard is a
division of Lazard Freres & Co. LLC (Lazard Freres), which 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 of both individuals and institutions.

Herbert W. Gullquist and Eileen Alexanderson share primary responsibility for
the day-to-day management of the 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.

LAZARD/JNL SMALL CAP VALUE SERIES

Investment Objective

The investment objective of the Lazard/JNL Small Cap Value Series is capital
appreciation.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
non-diversified portfolio of equity securities of U.S. companies with market
capitalizations in the range of companies represented by the Russell 2000 Index
that the sub-adviser believes are undervalued based on their return on equity.
The Russell 2000 Index is composed of selected common stocks of small, generally
unseasoned U.S. companies. The Series' equity holdings consist primarily of
common stocks but may also include preferred stocks, securities convertible into
or exchangeable for common stocks, rights and warrants, real estate investment
trusts and American and Global Depositary Receipts.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in equity securities, it is
subject to stock market risk. Stock prices typically fluctuate more
than the values of other types of securities, typically in response to
changes in the particular company's financial condition and factors
affecting the market in general. For example, unfavorable or
unanticipated poor earnings performance of the company may result in a
decline in its stock's price, and a broad-based market drop may also
cause a stock's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

Lazard/JNL Small Cap Value Series .............................. -12.92%
Russell 2000 Index ............................................. -8.79%
Lipper Variable Annuity Small Cap Fund Average ................. X.XX%**

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from _________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Lazard/JNL Small Cap Value Series invests in the equity securities of small
capitalization companies that, 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
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. In searching for undervalued small capitalization stocks, the
sub-adviser uses a stock-selection process based primarily on analysis of
historical financial data, with little emphasis placed on forecasting future
earnings or events.

The sub-adviser does not automatically sell a security if its market
capitalization appreciates to over $1 billion. The sub-adviser's sell discipline
is driven typically by whether, in the sub-adviser's opinion, a stock has
attained its fair valuation.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Lazard/JNL Small Cap Value Series is Lazard Asset
Management (Lazard), 30 Rockefeller Plaza, New York, New York 10112. Lazard is a
division of Lazard Freres & Co. LLC (Lazard Freres), which 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 of both individuals and institutions.

PPM AMERICA/JNL BALANCED SERIES

Investment Objective

The investment objective of the PPM America/JNL Balanced Series is reasonable
income, long-term capital growth and preservation of capital.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing primarily in a
diversified portfolio of common stock and fixed-income securities of U.S.
companies. The Series may invest in any type or class of security. The
anticipated mix of the Series' holdings is approximately 45-75% of its assets in
equities and 25-55% in fixed-income securities.

The Series emphasizes investment-grade, fixed-income securities. However, the
Series may take a modest position in lower- or non-rated fixed-income
securities, and if, in the sub-adviser's opinion, market conditions warrant, may
increase its position in lower- or non-rated securities from time to time.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in equity securities of U.S.
companies, it is subject to stock market risk. Stock prices typically
fluctuate more than the values of other types of securities, typically
in response to changes in the particular company's financial condition
and factors affecting the market in general. For example, unfavorable
or unanticipated poor earnings performance of the company may result
in a decline in its stock's price, and a broad-based market drop may
also cause a stock's price to fall.

o 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, the 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. 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.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 10.81%
1997 18.43%
[Insert Chart] 1998 10.06%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Returns as of December 31, 1998

1 year Life of Series*
------ ---------------

PPM America/JNL Balanced Series ........................ 10.06% 15.10%
S&P 500 Index .......................................... 28.58% 28.63%
Lehman Brothers Bond Index ............................. 8.68% 7.93%
Lipper Variable Annuity Balanced Fund Average .......... 17.06% X.XX%**

Each of the S&P 500 Index and the Lehman Brothers Bond Index is a broad-based,
unmanaged index. The Lipper average shows how the performance of the Series
compares with the returns of funds with similar investment objectives and that
also fund variable annuity contracts.

* The Series began operations on May 15, 1995.
** For the period from ____________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The PPM America/JNL Balanced Series invests primarily in common stocks and
fixed-income securities but may also invest in securities convertible into
common stocks, deferred debt obligations and zero coupon bonds.

The Series may use derivative instruments, such as options and financial futures
contracts, for hedging purposes. These instruments are subject to transaction
costs and certain risks, such as unanticipated changes in interest rates and
securities prices.

For temporary, defensive purposes, the Series may invest up to all of its assets
in cash equivalents, such as U.S. Government securities and high grade
commercial paper. Taking a defensive position may reduce the potential for
appreciation of the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the PPM America/JNL Balanced Series is PPM America, Inc.
(PPM), which is located at 225 West Wacker Drive, Chicago, Illinois 60606. PPM,
an affiliate of the investment adviser to the Trust, manages assets of Jackson
National Life Insurance Company and of other affiliated companies.

PPM supervises and manages the investment portfolio of the Series and directs
the purchase and sale of the 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 Series since May 1, 1997.

PPM AMERICA/JNL HIGH YIELD BOND SERIES

Investment Objective

The primary investment objective of the PPM America/JNL High Yield Bond Series
is to provide 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.

Principal Investment Strategies

The Series attempts to achieve its objective by investing substantially in a
diversified portfolio of long-term (over 10 years to maturity) and
intermediate-term (3 to 10 years to maturity) fixed-income securities of U.S.
and foreign issuers, with emphasis on higher-yielding, higher-risk, lower-rated
or unrated corporate bonds. These bonds, commonly known as "junk bonds," are
those rated Ba or below by Moody's or BB or below by S&P or, if unrated,
considered by the sub-adviser to be of comparable quality.

In pursuing its secondary investment objective of capital appreciation, the
Series may purchase high-yield bonds that the sub-adviser expects will 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
securities convertible into or exchangeable for common stock.

Principal Risks of Investing in the Series

o 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, the 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. 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.

To the extent the Series invests in the equity securities of U.S. and
foreign companies, it is subject to stock market risk. Stock prices
typically fluctuate more than the values of other types of securities,
typically in response to changes in the particular company's financial
condition and factors affecting the market in general. For example,
unfavorable or unanticipated poor earnings performance of the company
may result in a decline in its stock's price, and a broad-based market
drop may also cause a stock's price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

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. In addition, the performance of the
Series depends on the adviser's ability to effectively implement the investment
strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------
1995 X.XX%
1996 12.90%
1997 15.05%
[Insert Chart] 1998 3.84%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

PPM America/JNL High Yield Bond
Series ............................................ 3.84% 10.40%
Lehman Brothers High Yield Index .................. 1.88% 9.52%
Lipper Variable Annuity High
Yield Fund Average ................................ -1.46% X.XX%**

The Lehman Brothers High Yield Index is a broad-based, unmanaged index. The
Lipper average shows how the performance of the Series compares with the returns
of funds with similar investment objectives and that also fund variable annuity
contracts.

* The Series began operations on May 15, 1995.
** For the period from ____________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The PPM America/JNL High Yield Bond Series invests the majority of its assets
under normal market conditions in U.S. corporate bonds of below investment-grade
quality and with maturities exceeding three years. However, the Series will not
invest more than 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 comparable quality).
Lower-rated securities generally involve a higher risk of default than
higher-rated ones.

In addition to investing in securities of foreign issuers, the Series may also
hold a portion of its assets in foreign currencies and enter into forward
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 adopt a temporary defensive position, such as investing up to all
of its assets in cash or cash equivalents, during adverse market, economic or
other circumstances that the sub-adviser believes require immediate action to
avoid losses. In doing so, the Series may not be pursuing its investment
objectives.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the PPM America/JNL High Yield Bond Series is PPM America,
Inc. (PPM), which is located at 225 West Wacker Drive, Chicago, Illinois 60606.
PPM, an affiliate of the investment adviser to the Trust, manages assets of
Jackson National Life Insurance Company and of other affiliated companies.

PPM AMERICA/JNL MONEY MARKET SERIES

Investment Objective

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.

Principal Investment Strategies

The Series invests in high quality, U.S. dollar-denominated money market
instruments that mature in 397 days or less. The sub-adviser manages the Series
to meet the requirements of Rule 2a-7 under the Investment Company Act of 1940,
as amended, including those as to quality, diversification and maturity. The
Series may invest more than 25% of its assets in the U.S. banking industry.

Principal Risks of Investing in the Series

An investment in the Series is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Series seeks
to preserve the value of your investment at $1.00 per share, you could lose
money by investing in the Series. A variety of factors may influence its
investment performance, such as:

o Market risk. Because the Series invests in fixed-income securities of
U.S. and foreign companies, it is subject to market risk. For bonds,
market risk generally reflects credit risk and interest rate risk.
Credit risk is the actual or perceived risk that the issuer of the
bond will not pay the interest and principal payments when due. Bond
value typically declines if the issuer's credit quality deteriorates.
Interest rate risk is the risk that interest rates will rise and the
value of bonds, including those held by the Series, will fall. A
broad-based market drop may also cause a bond's price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 4.87%
1997 5.01%
[Insert Chart] 1998 4.99%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

PPM America/JNL Money Market Series .............. 4.99% 5.00%
Merrill Lynch Treasury Bill Index
(3 month) ........................................ 5.23% X.XX%
Lipper Variable Annuity Money
Market Fund Average .............................. X.XX% X.XX%**

The 7-day yield of the Series on December 31, 1998, was 4.78%.

The Merrill Lynch Treasury Bill Index is a broad-based unmanaged index. The
Lipper average shows how the performance of the Series compares with the returns
of funds with similar investment objectives and that also fund variable annuity
contracts.

* The Series began operations on May 15, 1995.
** For the period from ______, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The PPM America/JNL Money Market Series invests 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; and

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

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the PPM America/JNL Money Market Series is PPM America, Inc.
(PPM), which is located at 225 West Wacker Drive, Chicago, Illinois 60606. PPM,
an affiliate of the investment adviser to the Trust, manages assets of Jackson
National Life Insurance Company and of other affiliated companies.

SALOMON BROTHERS/JNL BALANCED SERIES

Investment Objective

The investment objective of the Salomon Brothers/JNL Balanced Series is to
obtain above-average income. The Series' secondary objective is to take
advantage of opportunities for growth of capital and income.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing in a diversified
portfolio of a broad variety of securities, including equity securities,
fixed-income securities and short-term obligations. The Series may vary the
percentage of assets invested in any one type of security in accordance with the
sub-adviser's view of existing and anticipated economic and market conditions,
fiscal and monetary policy and underlying security values.

Under normal market conditions, approximately 40% of the Series' assets will
consist of equity securities. Equity holdings may include common and preferred
stock, securities convertible into common or preferred stock, rights and
warrants, equity interests in trusts, partnerships, joint ventures or similar
enterprises, and Depositary Receipts.

The sub-adviser may invest in the full range of maturities of fixed-income
securities, which may include corporate debt securities, U.S. Government
securities, mortgage-backed securities, zero coupon bonds, deferred interest
bonds and payment-in-kind securities. Generally, most of the Series' long-term
debt investments consist of investment grade securities, although the Series may
invest in non-investment grade securities commonly known as "junk bonds." The
Series may also invest in foreign securities.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in equity securities of U.S.
and foreign companies, it is subject to stock market risk. Stock
prices typically fluctuate more than the values of other types of
securities, typically in response to changes in the particular
company's financial condition and factors affecting the market in
general. For example, unfavorable or unanticipated poor earnings
performance of the company may result in a decline in its stock's
price, and a broad-based market drop may also cause a stock's price to
fall.

o 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, the 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. 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.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

Salomon Brothers/JNL Balanced Series ............................ 5.91%
S&P 500 Index ................................................... 18.61%
Salomon Smith Barney Broad Investment Grade
Bond Index....................................................... 7.41%
Lipper Variable Annuity Balanced Fund Average ................... X.XX%**

Each of the S&P 500 Index and the Salomon Smith Barney Broad Investment Grade
Bond Index is a broad-based, unmanaged index. The Lipper average shows how the
performance of the Series compares with the returns of funds with similar
investment objectives and that also fund variable annuity contracts.

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from ____, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Salomon Brothers/JNL Balanced Series allocates its assets primarily among
common stocks, investment-grade bonds, convertible securities,
high-yield/high-risk securities and cash.

The Series may use derivative instruments, such as futures contracts and
options, for hedging or maturity or duration purposes, or as a means of
enhancing return. These instruments are subject to transaction costs and certain
risks, such as unanticipated changes in interest rates securities prices.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Salomon Brothers/JNL Balanced Series is Salomon Brothers
Asset Management Inc (SBAM). 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-adviser to various investment companies. SBAM's business offices are located
at 7 World Trade Center, New York, New York 10048.

George Williamson, Senior Portfolio Manager of SBAM, is primarily responsible
for the day-to-day management of the Series. Prior to joining SBAM in 1990, Mr.
Williamson was employed by as a portfolio manager with Lehman Brothers from 1979
to 1990. Mr. Williamson has had primary responsibility for the day-to-day
management of the Series since September 1998.

SALOMON BROTHERS/JNL GLOBAL BOND SERIES

Investment Objective

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
seeks capital appreciation.

Principal Investment Strategies

The Series seeks to achieve its objective through a diversified portfolio
consisting primarily of fixed income securities of U.S. and foreign issuers. The
sub-adviser invests the Series' assets primarily by making strategic allocations
among: U.S. investment grade bonds; high-yield bonds; non-U.S. investment grade
bonds; and emerging markets debt securities. The sub-adviser makes these
allocations based on its analysis of current economic and market conditions, and
the relative risks and opportunities, applicable to those types of securities.
The sub-adviser may invest a significant portion of the Series' assets in
medium- or lower-quality securities.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests in fixed-income securities of
U.S. and foreign issuers, it is subject to market risk. For bonds,
market risk generally reflects credit risk and interest rate risk.
Credit risk is the actual or perceived risk that the issuer of the
bond will not pay the interest and principal payments when due. Bond
value typically declines if the issuer's credit quality deteriorates.
Interest rate risk is the risk that interest rates will rise and the
value of bonds, including those held by the Series, will fall. A
broad-based market drop may also cause a bond's price to fall.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

o 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, the 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. 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.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 14.39%
1997 10.66%
[Insert Chart] 1998 2.46%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
As of December 31, 1998

1 year Life of Series*
------ ---------------

Salomon Brothers/JNL Global Bond
Series ............................................. 2.46% 9.47%
Salomon Smith Barney Broad
Investment Grade Index ............................. 8.71% 8.56%
Lipper Variable Annuity Global
Income Fund Average ................................ 5.99% X.XX%**

The Salomon Smith Barney Broad Investment Grade Index is a broad-based,
unmanaged index. The Lipper average shows how the performance of the Series
compares with the returns of funds with similar investment objectives and that
also fund variable annuity contracts.

* The Series began operations on May 15, 1995.
** For the period from ______, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Salomon Brothers/JNL Global Bond Series invests in a globally diverse
portfolio of fixed-income investments. The sub-adviser has broad discretion to
invest the Series' assets among certain segments of the fixed-income market,
primarily U.S. investment-grade corporate bonds, high-yield corporate debt
securities, emerging market debt securities and investment-grade foreign debt
securities. These segments include U.S. Government securities and mortgage- and
other asset-backed securities (including interest-only or principal-only
securities), as well as debt obligations issued or guaranteed by a foreign
government or supranational organization.

In determining the assets to invest in each type of security, the sub-adviser
relies 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. The sub-adviser continuously reviews the allocation
of assets for the Series and makes such adjustments as it deems appropriate.

The sub-adviser has 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 sub-adviser may invest in medium or lower-rated 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.

When the sub-adviser believes that adverse conditions prevail in the market for
fixed-income securities, the Series may, for temporary defensive purposes,
invest its assets without limit in high-quality, short-term money market
instruments. Doing so may reduce the potential for high current income or
appreciation of the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Salomon Brothers/JNL Global Bond Series is Salomon
Brothers Asset Management Inc (SBAM). 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-adviser to various investment companies. 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 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.

Peter J. Wilby is primarily responsible for the day-to-day management of the
high-yield and emerging market debt securities portions of the 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 Series since the inception
of the Series. Beth Semmel assists Mr. Wilby in the day-to-day management of the
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 Series. Prior to
joining SBAM Limited in April 1994, Mr. Scott worked for four years at J.P.
Morgan Investment Management Inc. (J.P. 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 J.P. 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.

Roger Lavan is primarily responsible for the mortgage-backed securities and U.S.
Government securities portions of the 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 responsibility for
mortgage-backed securities and U.S. Government securities for the Series since
the inception of the Series.

SALOMON BROTHERS/JNL HIGH YIELD BOND SERIES

Investment Objective

The investment objective of the Salomon Brothers/JNL High Yield Bond Series is
to maximize current income. As a secondary objective, the Series seeks capital
appreciation.

Principal Investment Strategies

The Series seeks to achieve its objectives by investing primarily in a
diversified portfolio of high- yield, high-risk, fixed-income securities of U.S.
issuers rated in medium or lower rating categories (or determined by the
sub-adviser to be of comparable quality). In pursuing the Series' secondary
objective of capital appreciation, the sub-adviser looks for those companies
that the sub-adviser believes have the highest potential for improving credit
fundamentals.

Principal Risks of Investing in the Series

o 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. 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.

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Returns as of December 31, 1998

Life of Series*
---------------

Salomon Brothers/JNL High Yield Bond
Series ........................................................ 1.32%
Salomon Smith Barney High Yield
Market Index .................................................. 0.63%
Lipper Variable Annuity High Yield
Fund Average .................................................. X.XX%**

The Salomon Smith Barney High Yield Market Index is a broad-based, unmanaged
index. The Lipper average shows how the performance of the Series compares with
the returns of funds with similar investment objectives and that also fund
variable annuity contracts.

* The Series began operations on March 2, 1998. The performance figures shown
are not annualized.
** For the period from _____________, 1998 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Salomon Brothers/JNL High Yield Bond Series invests a substantial percentage
of its total assets in high-yield, high-risk debt securities, commonly referred
to as "junk bonds." In light of the risks associated with such securities, the
sub-adviser takes various factors into consideration in evaluating the
creditworthiness of an issuer. For corporate debt securities, these 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
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 also reviews 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 objectives 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 Series may invest in foreign securities, such as obligations issued or
guaranteed by foreign governmental authorities, debt obligations of
supranational organizations and fixed-income securities of foreign corporate
issues. The Series may invest without limit in zero coupon securities,
pay-in-kind bonds and deferred payment securities, which involve special risk
considerations. The Series may invest in fixed- and floating-rate loans,
including loan participations. The Series may invest up to 10% of its total
assets in either (i) equipment lease or trust certificates and conditional sales
contracts or (ii) limited partnerships interests. The Series may also invest up
to 10% of its total assets in equity securities (other than preferred stock, in
which the Series may invest without limit), typically equity investments
acquired as a result of purchases of fixed-income securities.

The sub-adviser has discretion to select the range of maturities of the
fixed-income securities in which the Series may invest. The sub-adviser
anticipates that, under current market conditions, the Series will have average
portfolio life of 10 to 15 years. However, the average portfolio life may vary
substantially from time to time depending on economic and market conditions. The
Series may use derivative instruments, such as futures contracts, options and
forward currency contracts, and invest in indexed securities for hedging and
risk management. These instruments are subject to transaction costs and certain
risks, such as unanticipated changes in securities prices and global currency
markets.

When the sub-adviser believes that adverse conditions prevail in the markets for
high-yield fixed-income securities that make the Series' investment strategy
inconsistent with the best interests of the Series' shareholders, the Series may
invest its assets without limit in high-quality, short-term money market
instruments. Doing so may reduce the potential for high current income or
appreciation of the Series' portfolio.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Salomon Brothers/JNL High Yield Bond Series is Salomon
Brothers Asset Management Inc (SBAM). 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-adviser to various investment companies.

Peter J. Wilby is primarily responsible for the day-to-day management of the
Series. Mr. Wilby has had primary responsibility for the day-to-day management
of the Series since the inception of the 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.

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

Investment Objective

The investment objective of the Salomon Brothers/JNL U.S. Government & Quality
Bond Series is to obtain a high level of current income.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of 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. The
Series may invest in securities of any maturity or effective duration, so the
composition and weighted average maturity of the portfolio will vary.

Principal Risks of Investing in the Series

o Prepayment risk. During periods of falling interest rates, there is
the risk that a debt security with a high stated interest rate will be
prepaid before its expected maturity date.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------
1995 X.XX%
1996 2.58%
1997 9.16%
[Insert Chart] 1998 9.40%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

Salomon Brothers/JNL U.S. Government
& Quality Bond Series ............................. 9.40% 7.71%
Salomon Brothers Treasury Index ................... 10.00% 8.55%
Lipper Variable Annuity U.S.
Government Fund Average ........................... 6.98% X.XX%**

The Salomon Brothers Treasury Index is a broad-based, unmanaged index. The
Lipper average shows how the performance of the Series compares with the returns
of funds with similar investment objectives and that also fund variable annuity
contracts.

* The Series began operations on May 15, 1995.
** For the period from _________, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The Salomon Brothers/JNL U.S. Government & Quality Bond Series invests at least
65% of its assets in:

o U.S. Treasury obligations;

o 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;

o 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;

o 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 Fannie Mae (formerly, the Federal
National Mortgage Association); and

o collateralized mortgage obligations issued by private issuers for
which the underlying mortgage-backed securities serving as collateral
are backed by (i) the credit alone of the U.S. Government agency or
instrumentality which issues or guarantees the mortgage-backed
securities, or (ii) 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. A security issued or guaranteed by a U.S. Government agency may
significantly fluctuate in value, and the Series may not receive the originally
anticipated yield on the security. Shares of the Series are not insured or
guaranteed by the U.S. Government, its agencies or instrumentalities.

The sub-adviser seeks to add value by actively managing the portfolio's interest
rate exposure, yield curve positioning, sector allocation and security
selection. In selecting mortgage-backed securities for the Series, the
sub-adviser determines a security's average maturity and duration according to
mathematical models that reflect certain payment assumptions and estimates of
future economic factors. These estimates may vary from actual results, and the
average maturity and duration of mortgage-backed derivative securities may not
reflect the price volatility of those securities in certain market conditions.
The Series will not knowingly invest in any mortgage security that exhibits
significantly greater price volatility than the Fannie Mae current coupon
30-year, mortgage-backed pass-through security.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the Salomon Brothers/JNL U.S. Government & Quality Bond
Series is Salomon Brothers Asset Management Inc (SBAM). 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-adviser to various investment companies. SBAM's business
offices are located at 7 World Trade Center, New York, New York 10048.

Roger Lavan is primarily responsible for the day-to-day management of the
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 Series since June 1, 1998.

T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES

Investment Objective

The investment objective of the T. Rowe Price/JNL Established Growth Series is
long-term growth of capital and increasing dividend income.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stocks of well-established U.S. growth
companies. A growth company is one which (i) has demonstrated historical growth
of earnings faster than the growth of inflation and the economy in general, and
(ii) has indications of being able to continue this growth pattern in the
future.

Principal Risks of Investing in the Series

o Market risk. Because the Series invests primarily in equity
securities, it is subject to stock market risk. Stock prices typically
fluctuate more than the values of other types of securities, typically
in response to changes in the particular company's financial condition
and factors affecting the market in general. For example, unfavorable
or unanticipated poor earnings performance of the company may result
in a decline in its stock's price, and a broad-based market drop may
also cause a stock's price to fall.

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 22.59%
1997 29.47%
[Insert Chart] 1998 27.78%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

T. Rowe Price/JNL Established Growth Series .......... 27.78% 28.14%
S&P 500 Index ........................................ 28.58% 28.63%
Lipper Variable Annuity Growth & Income Fund
Average .............................................. X.XX% X.XX%**

* The Series began operations on May 15, 1995.
** For the period from _______, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The T. Rowe Price/JNL Established Growth Series invests most of its assets in
common stocks of U.S. companies. However, the Series may invest in other
securities, including foreign securities, convertible securities, warrants,
preferred stocks and corporate and government debt obligations.

The Series may use derivative instruments, such as options and futures
contracts, for hedging purposes. These instruments are subject to transaction
costs and certain risks, such as unanticipated changes in securities prices.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the T. Rowe Price/JNL Established Growth Series is T. Rowe
Price Associates, Inc. (T. Rowe), located at 100 East Pratt Street, Baltimore,
Maryland 21202. T. Rowe was founded in 1937. T. Rowe and its affiliates provide
investment advisory services to individual and institutional investor accounts.

Robert W. Smith is responsible for the day-to-day management of the 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 Series since February 21, 1997.

T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES

Investment Objective

The investment objective of the T. Rowe Price/JNL International Equity
Investment Series is long-term growth of capital.

Principal Investment Strategies

The Series seeks to achieve its objective through a diversified portfolio
consisting primarily of common stocks of established, non-U.S. companies. The
Series normally has at least three countries represented in its portfolio,
including both developed and emerging markets.

Principal Risks of Investing in the Series

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 13.91%
1997 2.65%
[Insert Chart] 1998 14.43%

In the periods shown in the chart, the Series' highest quarterly return was
____% ( ____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

T. Rowe Price/JNL International
Equity Investment Series ........................... 14.43% 10.43%
Morgan Stanley Europe and
Australasia, Far East Equity Index ................. 18.24% 8.13%
Lipper Variable Annuity International
Fund Average ....................................... 12.35% X.XX%**

The Morgan Stanley Europe and Australasia, Fare East Equity Index is a
broad-based, unmanaged index. The Lipper average shows how the performance of
the Series compares with the returns of funds with similar investment objectives
and that also fund variable annuity contracts.

* The Series began operations on May 15, 1995.
** For the period from _______, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The T. Rowe Price/JNL International Equity Investment Series invests in foreign
securities that the sub-adviser believes offer significant potential for
long-term appreciation and investment diversification. In addition to common
stocks, the Series may also invest in other types of securities, such as
preferred stocks, convertible securities, fixed-income securities.

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. Current dividend income is not a prerequisite in the selection of
portfolio companies. However, the Series generally invests in companies that
have a record of paying dividends, which the sub-adviser expects will increase
in future years as earnings increase.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the T. Rowe Price/JNL International Equity Investment Series
is Rowe Price-Fleming International, Inc. (Price-Fleming), located at 100 East
Pratt Street, Baltimore, Maryland 21202. Price-Fleming is one of America's
largest international mutual fund asset managers.

There is 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

Investment Objective

The investment objective of the T. Rowe Price/JNL Mid-Cap Growth Series is
long-term growth of capital.

Principal Investment Strategies

The Series seeks to achieve its objective by investing primarily in a
diversified portfolio of common stock of medium-sized (mid-cap) U.S. companies
which the sub-adviser believes have the potential for above-average growth. A
mid-cap company is one whose market capitalization, at the time of acquisition
by the Series, falls within the capitalization range of companies in the S&P
MidCap 400 Index.

Principal Risks of Investing in the Series

In addition, the performance of the Series depends on the sub-adviser's ability
to effectively implement the investment strategies of the Series.

Performance

Year-By-Year Returns as of December 31
------------ -------------------------

1995 X.XX%
1996 23.47%
1997 18.21%
[Insert Chart] 1998 21.49%

In the periods shown in the chart, the Series' highest quarterly return was
____% (____ quarter of ______) and its lowest quarterly return was ____% (_____
quarter of ______).

Average Annual Total Returns
as of December 31, 1998

1 year Life of Series*
------ ---------------

T. Rowe Price/JNL Mid-Cap Growth Series .............. 21.49% 25.62%
S&P MidCap 400 Index ................................. 19.09% 23.32%
Lipper Variable Annuity Mid-Cap Fund Average ......... 14.52% X.XX%**

The S&P MidCap 400 Index is a broad-based, unmanaged index. The Lipper average
shows how the performance of the Series compares with the returns of funds with
similar investment objectives and that also fund variable annuity contracts.

* The Series began operations on May 15, 1995.
** For the period from ______, 1995 through December 31, 1998.

Additional Information About the Principal Investment Strategies, Other
Investments and Risks of the Series

The T. Rowe Price/JNL Mid-Cap Growth Series seeks to achieve its objective of
long-term growth of capital by investing primarily in common stocks of U.S.
companies with medium-sized market capitalizations and the potential for
above-average growth. The sub-adviser relies on its proprietary research to
identify mid-cap companies with attractive growth prospects. The Series seeks to
invest primarily in companies that: (i) offer proven products or services; (ii)
have a historical record of earnings growth that is above average, (iii)
demonstrate the potential to sustain earnings growth; (iv) operate in industries
experiencing increasing demand; and/or (v) the sub-adviser believes are
undervalued in the marketplace.

The Series may also invest in securities other than U.S. common stocks,
including foreign securities, convertible securities, and warrants. The Series
may use derivative instruments, such as options and futures contracts, for
hedging purposes. These instruments are subject to transaction costs and certain
risks, such as unanticipated changes in securities prices.

The SAI has more information about the Series' authorized investments and
strategies, as well as the risks and restrictions that may apply to them.

The Sub-Adviser and Portfolio Management

The sub-adviser to the T. Rowe Price/JNL Mid-Cap Growth Series is T. Rowe Price
Associates, Inc. (T. Rowe), located at 100 East Pratt Street, Baltimore,
Maryland 21202. T. Rowe was founded in 1937. T. Rowe and its affiliates provide
investment advisory services to individual and institutional investor accounts.

The 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.

MORE ABOUT THE INVESTMENT OBJECTIVES AND RISKS OF ALL SERIES

The investment objectives of the respective Series are not fundamental and may
be changed by the Trustees without shareholder approval.

Year 2000 and Euro Issues: Apart from the particular risks described above for
each Series, the Trust could be adversely affected if the computer systems used
by the Trust's investment adviser and its other service providers 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.

Similarly, the companies and other issuers in which a Series invests could be
adversely affected by year 2000 computer-related problems, and there can be no
assurance that the steps taken, if any, by these issuers will be sufficient to
avoid any adverse impact on the Series.

Also, to the extent that a Series invests in foreign securities, the Series
could be adversely affected by the conversion of certain European currencies
into the Euro. This conversion, which is underway, is scheduled to be completed
in 2002. However, problems with the conversion process and delays could increase
volatility in world capital markets and affect European capital markets in
particular.

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.
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.

Management Fee

As compensation for its services, JNFSLLC receives a fee from the Trust computed
separately for each Series, accrued daily and payable monthly. The fee which
JNFSLLC received from each Series for the fiscal year ended December 31, 1998,
is set forth below as an annual percentage of the net assets of the Series. For
a Series which was not in operation for all of 1998, its current management fee
schedule is shown instead. Each JNL/S&P Series will indirectly bear its pro rata
share of fees of the Underlying Series in addition to the fees shown for that
Series.

SERIES SCHEDULE (where applicable) FEES
------ --------------------------- ----

<S> <C> <C>
JNL/Alger Growth Series .975%

JNL/Alliance Growth Series $0 to $250 million .775%
Over $250 million .70%

JNL/Eagle Core Equity Series .90%

JNL/Eagle SmallCap Equity Series .95%

JNL/J.P. Morgan Enhanced S&P 500 Index Series $0 to $25 million .80%
Over $25 million .75%

JNL/J.P. Morgan International & Emerging Markets $0 to $50 million .975%
Series $50 million to $200 million .95%
$200 million to $350 million .90%
Over $350 million .85%

JNL/Janus Aggressive Growth Series .95%

JNL/Janus Capital Growth Series .95%

JNL/Janus Global Equities Series .99%

JNL/PIMCO Total Return Bond Series all assets .70%

JNL/Putnam Growth Series .90%

JNL/Putnam Value Equity Series .90%

JNL/S&P Conservative Growth Series I $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Moderate Growth Series I $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Aggressive Growth Series I $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Very Aggressive Growth Series I $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Equity Growth Series I $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Equity Aggressive Growth Series I $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Conservative Growth Series II $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Moderate Growth Series II $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Aggressive Growth Series II $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Very Aggressive Growth Series II $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Equity Growth Series II $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Equity Aggressive Growth Series II $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Conservative Growth Index Series $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Moderate Growth Index Series $0 to $500 million .20%
Over $500 million .15%

JNL/S&P Aggressive Growth Index Series $0 to $500 million .20%
Over $500 million .15%

JNL/SSGA Enhanced Intermediate Bond Index Series all assets .65%

JNL/SSGA International Index Series all assets .60%

JNL/SSGA Russell 2000 Index Series all assets .50%

JNL/SSGA S&P 500 Index Series all assets .50%

JNL/SSGA S&P MidCap Index Series all assets .50%

Goldman Sachs/JNL Growth & Income Series $0 to $50 million .925%
$50 million to $200 million .90%
$200 million to $350 million .85%
Over $350 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 .73%

PPM America/JNL High Yield Bond Series .73%

PPM America/JNL Money Market Series .60%

Salomon Brothers/JNL Balanced Series $0 to $50 million .80%
$50 million to $150 million .75%
Over $150 million .70%

Salomon Brothers/JNL Global Bond Series .85%

Salomon Brothers/JNL High Yield Bond Series $0 to $50 million .80%
$50 million to $150 million .75%
Over $150 million .70%

Salomon Brothers/JNL U.S. Government & .70%
Quality Bond Series

T. Rowe Price/JNL Established Growth Series .84%

T. Rowe Price/JNL International Equity 1.08%
Investment Series

T. Rowe Price/JNL Mid-Cap Growth Series .95%
</TABLE>

Sub-Advisory Arrangements

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.

Under the terms of each of the Sub-Advisory Agreements with JNFSLLC, 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 its services, each sub-adviser receives a fee from JNFSLLC
computed separately for the applicable Series, stated as an annual percentage of
the net assets of such Series. The SAI contains a schedule of the management
fees JNFSLLC currently is obligated to pay the sub-advisers out of the advisory
fee it receives from the Series.

ADMINISTRATIVE FEE

In addition to the investment advisory fee, effective January 1, 1999, each
Series, except the JNL/SSGA Enhanced Intermediate Bond Index Series and the
JNL/S&P Series, pays to JNFSLLC an Administrative Fee of .10% of the average
daily net assets of the Series. The JNL/SSGA Enhanced Intermediate Bond Index
Series pays an Administrative Fee of .20%. The JNL/S&P Series do not pay an
Administrative Fee. 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 1, 1999, each Series paid all of its own operating
expenses.

INVESTMENT IN TRUST SHARES

Shares of the Trust are currently sold to separate accounts (Accounts) of
Jackson National Life Insurance Company, 5901 Executive Drive, Lansing, Michigan
48911, and Jackson National Life Insurance Company of New York, 2900 Westchester
Avenue, Purchase, New York 10577, to fund the benefits under certain variable
annuity contracts (Contracts). An insurance company purchases the shares of the
Series at their net asset value using premiums received on Contracts issued by
the insurance company. There is no sales charge.

Shares of the Series are not available to the general public directly. Some of
the Series are managed by sub-advisers who manage publicly traded mutual funds
having similar names and investment objectives. While some of the Series may be
similar to, and may in fact be modeled after publicly traded mutual funds,
Contract purchasers should understand that the Series are not otherwise directly
related to any publicly traded mutual fund. Consequently, the investment
performance of publicly traded mutual funds and any corresponding Series may
differ substantially.

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. Generally, the value of exchange-listed or -traded securities is
based on their respective market prices, bonds are valued based on prices
provided by an independent pricing service and short-term debt securities are
valued at amortized cost, which approximates market value. A Series may invest
in securities primarily listed on foreign exchanges and that trade on days when
the Series does not price its shares. As a result, a Series' net asset value may
change on days when shareholders are not able to purchase or redeem the Series'
shares.

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 Account redeems shares to make benefit or withdrawal payments under the terms
of its Contracts. 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.

TAX STATUS

Each Series' policy is to meet the requirements of Subchapter M of the Internal
Revenue Code (Code) necessary to qualify as a regulated investment company. Each
Series intends to distribute all its net investment income and net capital gains
to shareholders and, therefore, will not be required to pay any federal income
taxes.

Each Series is treated as a separate corporation for purposes of the Code.
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.

Because the shareholders of each Series are Accounts, there are no tax
consequences to shareholders of buying, holding, exchanging and selling shares
of the Series. Distributions from the Series are not taxable to those
shareholders. However, owners of Contracts should consult the applicable Account
prospectus for more detailed information on tax issues related to the Contracts.

<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share data for one share of each
Series. The information does not reflect any charges imposed by an Account
investing in shares of the Series. You should refer to the appropriate Account
prospectus for additional information regarding such charges.

The information for each of the periods shown below 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.

<PAGE>
JNL SERIES TRUST
FINANCIAL HIGHLIGHTS

<PAGE>

PROSPECTUS

May 1, 1999

JNL SERIES TRUST

You can find more information about the Trust in:

o The Trust's Statement of Information (SAI) dated May 1, 1999, which
contains further information about the Trust and the Series,
particularly their investment practices and restrictions. The current
SAI is on file with the Securities and Exchange Commission (SEC) and
is incorporated into the Prospectus by reference (which means the SAI
is legally part of the Prospectus).

o The Trust's Annual and Semi-Annual Reports to shareholders, which show
the Series' actual investments and include financial statements as of
the close of the particular annual or semi-annual period. The Annual
Report also discusses the market conditions and investment strategies
that significantly affected each Series' performance during the year
covered by the report.

You can obtain a copy of the current SAI or the most recent Annual or
Semi-Annual Reports without charge, or make other inquiries, by calling (800)
766-4683, or writing the JNL Series Trust Service Center, P.O. Box 378002,
Denver, Colorado 80237-8003.

You can also obtain information about the Trust (including its current SAI and
most recent Annual and Semi-Annual Reports) from the SEC's Internet site
(http://www.sec.gov) and from the SEC's Public Reference Room in Washington,
D.C. You can find out about the operation of the Public Reference Room and
copying charges by calling (800) SEC-0330.

The Trust's SEC file number is: 811-8894
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1999

JNL SERIES TRUST

================================================================================
This Statement of Additional Information (SAI) is not a prospectus. It
contains information in addition to and more detailed than set forth in the
Prospectus and should be read in conjunction with the JNL Series Trust
Prospectus dated May 1, 1999. Not all Series described in this SAI may be
available for investment. The Prospectus may be obtained by calling (800)
766-4683, or writing P.O. Box 378002, Denver, Colorado 80237-8002.
================================================================================

TABLE OF CONTENTS

General Information and History
Common Types of Investments and Management Practices
Additional Risk Considerations
Investment Restrictions Applicable to all Series
Trustees and Officers of the Trust
Performance
Investment Adviser and Other Services
Purchases, Redemptions and Pricing of Shares
Additional Information
Tax Status
Financial Statements
Appendix A - Ratings of Investments

<PAGE>

DC-289066.01

GENERAL INFORMATION AND HISTORY

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

COMMON TYPES OF INVESTMENTS 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 in the Prospectus and in this SAI.

Asset-Backed Securities. A Series may invest in asset-backed securities, which
include mortgage-backed securities. The credit quality of most asset-backed
securities depends primarily on the credit quality of the assets underlying such
securities, how well the entity issuing the security is insulated from the
credit risk of the originator or any other affiliated entities, and the amount
and quality of any credit support provided to the securities. The rate of
principal payment on asset-backed securities generally depends on the rate of
principal payments received on the underlying assets, which in turn may be
affected by a variety of economic and other factors. As a result, the yield on
any asset-backed security is difficult to predict with precision and actual
yield to maturity may be more or less than the anticipated yield to maturity. A
sub-adviser considers 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.

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

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

Bank Obligations. A Series may invest in bank obligations, which include
certificates of deposit, bankers' acceptances, and other short-term debt
obligations. Certificates of deposit are short-term obligations of commercial
banks. A bankers' acceptance is a time draft drawn on a commercial bank by a
borrower, usually in connection with international commercial transactions.
Certificates of deposit may have fixed or variable rates. The Series may invest
in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks,
and foreign branches of foreign banks.

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.

Cash Position. A Series may hold a certain portion of its assets in repurchase
agreements and money market securities maturing in one year or less that are
rated in one of the two highest rating categories by a nationally recognized
statistical rating organization. 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. The bonds issued in a CMO transaction are divided into
groups, and each group of bonds is referred to as a "tranche." Under the
traditional CMO structure, the cash flows generated by the mortgages or mortgage
pass-through securities in the collateral pool are used to first pay interest
and then pay principal to the CMO bondholders. The bonds issued under a CMO
structure are retired sequentially as opposed to the pro rata return of
principal found in traditional pass-through obligations. Subject to the various
provisions of individual CMO issues, the cash flow generated by the underlying
collateral (to the extent it exceeds the amount required to pay the stated
interest) is used to retire the bonds. Under the CMO structure, the repayment of
principal among the different tranches is prioritized in accordance with the
terms of the particular CMO issuance. The "fastest-pay" tranche of bonds, as
specified in the prospectus for the issue, would initially receive all principal
payments. When that tranche of bonds is retired, the next tranche, or tranches,
in the sequence, as specified in the prospectus, receive all of the principal
payments until they are retired. The sequential retirement of bonds groups
continues until the last tranche, or group of bonds, is retired. Accordingly,
the CMO structure allows the issuer to use cash flows of long maturity,
monthly-pay collateral to formulate securities with short, intermediate and long
final maturities and expected average lives. 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.

Commercial Paper. A Series may invest in commercial paper. Commercial paper are
short-term promissory notes issued by corporations primarily to finance
short-term credit needs. Certain notes may have floating or variable rates.

Common and Preferred Stocks. A Series may invest in common and/or 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-U.S. 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). Foreign government securities are issued or guaranteed by a foreign
government, province, instrumentality, political subdivision or similar unit
thereof.

Futures and Options. Futures contracts 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. 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 Commodity
Futures Trading Commission (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.

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

High-Yield Bonds. A Series may invest its assets in fixed-income securities
offering high current income that are in the lower-rated categories of
recognized rating agencies or, if not rated, considered to be of comparable
quality. These lower-rated fixed-income securities are considered, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation and generally will
involve more credit risk than securities in the higher rated categories.
High-yield bonds are commonly referred to as "junk bonds."

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

Hybrid Instruments. A Series may purchase hybrid instruments, which combine the
elements of futures contracts or options with those of debt, preferred equity or
a depository instrument. Often these hybrid instruments are indexed to the price
of commodity, a particular currency, or a domestic or foreign debt or equity
securities index. Hybrid instruments may take a variety of forms, including, but
not limited to, debt instruments with interest or principal payments or
redemption terms determined by reference to the value of a currency or commodity
or securities index at a future point in time, preferred stock with dividend
rates determined by reference to the value of a currency, or convertible
securities with the conversion terms related to a particular commodity.

Illiquid Securities. A Series may hold illiquid investments. Illiquid
investments are investments that cannot be sold or disposed of in the ordinary
course of business within seven days at approximately the price at which they
are valued. Illiquid investments generally include: repurchase agreements not
terminable within seven days; securities for which market quotations are not
readily available; restricted securities not determined to be liquid in
accordance with guidelines established by the Trust's Board of Trustees;
over-the-counter (OTC) options and, in certain instances, their underlying
collateral; and securities involved in swap, cap, collar and floor transactions.

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.

Inflation-indexed securities issued by the U.S. Treasury have
maturities of ten years, although it is anticipated that securities with other
maturities will be issued in the future. The securities pay interest on a
semi-annual basis, equal to a fixed percentage of the inflation-adjusted
principal amount.

If the periodic adjustment rate measuring inflation falls, the
principal value of inflation-indexed bonds will be adjusted downward, and
consequently the interest payable on these securities (calculated with respect
to a smaller principal amount) will be reduced. Repayment of the original bond
principal upon maturity (as adjusted for inflation) is guaranteed in the case of
U.S. Treasury inflation-indexed bonds, even during a period of deflation.
However, the current market value of the bonds is not guaranteed, and will
fluctuate. The Series may also invest in other inflation related bonds which may
or may not provide a similar guarantee. If a guarantee of principal is not
provided, the adjusted principal value of the bond repaid at maturity may be
less than the original principal.

The value of inflation-indexed bonds is expected to change in response
to changes in real interest rates. Real interest rates in turn are tied to the
relationship between nominal interest rates and the rate of inflation.
Therefore, if inflation were to rise at a faster rate than nominal interest
rates, real interest rates might decline, leading to an increase in value of
inflation-indexed bonds. In contract, if nominal interest rates increased at a
faster rate than inflation, real interest rates might rise, leading to a
decrease in value of inflation-indexed bonds.

The periodic adjustment of U.S. inflation-index bonds is tied to the
Consumer Price-Index for Urban Consumers (CPI-U), which is calculated monthly by
the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in
the cost of living, made up of components such as housing, food, transportation
and energy. Inflation-indexed bonds issued by a foreign government are generally
adjusted to reflect a comparable inflation index, calculated by that government.
There can be no assurance that the CPI-U or any foreign inflation index will
accurately measure the real rate of inflation in the prices of goods and
services. Moreover, there can be no assurance that the rate of inflation in a
foreign country will be correlated to the rate of inflation in the United
States.

Any increase in the principal amount of an inflation-indexed bond will
be considered taxable ordinary income, even though investors do not receive
their principal until maturity.

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

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 an 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
guidelines for determining whether Assignments and Loan Participations are
liquid or illiquid.

Passive Foreign Investment Companies. A Series may purchase the securities of
passive foreign investment companies. A passive foreign investment company, in
general, is a foreign corporation of which either at least 75% of its income is
passive or an average of at least 50% of is assets produce, or are held for the
production of, passive income. 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 investment companies.

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.

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 Investment Company Act of 1940, as amended
(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. A repurchase agreement may be considered a loan collateralized by the
underlying security. The Series must take physical possession of the security or
receive written confirmation of the purchase and a custodial or safekeeping
receipt from a third party or be recorded as the owner of the security through
the Federal Reserve Book Entry System.

The Series may invest in open repurchase agreements which vary from the
typical agreement in the following respects: (1) the agreement has no set
maturity, but instead matures upon 24 hours' notice to the seller; and (2) the
repurchase price is not determined at the time the agreement is entered into,
but is instead based on a variable interest rate and the duration of the
agreement. In addition, a Series, together with other registered investment
companies having management agreements with a common investment adviser or its
affiliates, may transfer uninvested cash balances into a single joint account,
the daily aggregate balance of which will be invested in one or more repurchase
agreements.

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.

Short-Term Corporate Debt Securities. A Series may invest in short-term
corporate debt securities. These are non-convertible corporate debt securities
(e.g., bonds and debentures) which have one year or less remaining to maturity.
Corporate notes may have fixed, variable, or floating rates.

Standard & Poor's Depository Receipts. Standard & Poor's Depository Receipts
(SPDRs) are American Stock Exchange-traded securities that represent ownership
in the SPDR Trust, a trust which has been established to accumulate and hold a
portfolio of common stocks that is intended to track the price performance and
dividend yield of the S&P 500 Index. This trust is sponsored by a subsidiary of
the American Stock Exchange. SPDRs may be used for several reasons including but
not limited to: facilitating the handling of cash flows or trading, or reducing
transaction costs. The use of SPDRs would introduce additional risk to a Series
as the price movement of the instrument does not perfectly correlate with the
price action of the underlying index.

Stripped Mortgage-Backed Securities. 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 (IOs, or interest-only securities), while the other class will receive
all of the principal (POs, or principal-only securities). 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.

As interest rates rise and fall, the value of IOs tends to move in the
same direction as interest rates. The value of the other mortgage-backed
securities described herein, like other debt instruments, will tend to move in
the opposite direction compared to interest rates. Under the Internal Revenue
Code of 1986, as amended (Code), POs may generate taxable income from the
current accrual of original issue discount, without a corresponding distribution
of cash to the Series.

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

Supranational Agency Securities. A Series may invest in securities issued or
guaranteed by certain supranational entities, such as the International
Development Bank.

U.S. Government Securities. U.S. Government securities are issued or guaranteed
as to principal and interest by U.S. Government agencies or instrumentalities.
These include securities issued by the Federal National Mortgage Association
(Fannie Mae), Government National Mortgage Association (Ginnie Mae), Federal
Home Loan Bank, Federal Land Banks, Farmers Home Administration, Banks for
Cooperatives, Federal Intermediate Credit Banks, Federal Financing Bank, Farm
Credit Banks, the Small Business Association, Student Loan Marketing
Association, and the Tennessee Valley Authority. Some of these securities, such
as these issued by Ginnie Mae, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of Fannie Mae, 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. U.S. Government
Obligations. U.S. Government obligations include bills, notes, bonds, and other
debt securities issued by the U.S. Treasury. These are direct obligations of the
U.S. Government and differ mainly in the length of their maturities.

Variable Rate Securities. Variable rate securities provide for a periodic
adjustment in the interest rate paid on the obligations. The terms of such
obligations must provide that interest rates are adjusted periodically based
upon some appropriate interest rate adjustment index as provided in the
respective obligations. The adjustment intervals may be regular and range from
daily up to annually, or may be event based, such as on a change in the prime
rate.

Warrants. A Series may invest in warrants. Warrants have no voting rights, pay
no dividends and have no rights with respect to the assets of the corporation
issuing them. Warrants basically are options to purchase equity securities at a
specific price valid for a specific period of time. They do not represent
ownership of the securities, but only the right to buy them. Warrants differ
from call options in that warrants are issued by the issuer of the security
which may be purchased on their exercise, whereas call options may be written or
issued by anyone. The prices of warrants do not necessarily move parallel to the
prices of the underlying securities.

When-Issued Securities and Forward Commitment Contracts. A Series may purchase
securities on a when-issued or delayed delivery basis (When-Issueds) and may
purchase securities on a forward commitment basis (Forwards). Any or all of the
Series' investments in debt securities may be in the form of When-Issueds and
Forwards. The price of such securities, which may be expressed in yield terms,
is fixed at the time the commitment to purchase is made, but delivery and
payment take place at a later date. Normally, the settlement date occurs within
90 days of the purchase for When-Issueds, but may be substantially longer for
Forwards. During the period between purchase and settlement, no payment is made
by the Series to the issuer and no interest accrues to the Series. The purchase
of these securities will result in a loss if their value declines prior to the
settlement date. This could occur, for example, if interest rates increase prior
to settlement. The longer the period between purchase and settlement, the
greater the risks. At the time the Series makes the commitment to purchase these
securities, it will record the transaction and reflect the value of the security
in determining its net asset value. The Series will maintain cash and/or liquid
assets with its custodian bank at least 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.

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.

ADDITIONAL RISK CONSIDERATIONS

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.

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.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL SERIES

Fundamental Policies. Each Series is subject to certain fundamental policies and
restrictions that may not be changed without shareholder approval. Shareholder
approval means approval by the lesser of (i) more than 50% of the outstanding
voting securities of the Trust (or a particular Series if a matter affects just
that Series), or (ii) 67% or more of the voting securities present at a meeting
if the holders of more than 50% of the outstanding voting securities of the
Trust (or the affected Series) are present or represented by proxy. Unless
otherwise indicated, all restrictions apply at the time of investment.

(1) Each Series, except the JNL Capital Growth Series, JNL/S&P
Conservative Growth Series I, JNL/S&P Moderate Growth Series I, JNL/S&P
Aggressive Growth Series I, JNL/S&P Very Aggressive Growth Series I, JNL/S&P
Equity Growth Series I, JNL/S&P Equity Aggressive Growth Series I, 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, JNL/S&P Equity Aggressive Growth Series II, JNL/S&P
Conservative Growth Index Series, JNL/S&P Moderate Growth Index Series, JNL/S&P
Aggressive Growth Index Series, Lazard/JNL Small Cap Value Series and Lazard/JNL
Mid Cap Value Series, shall be a "diversified company," as such term is defined
under the 1940 Act.

(2) No Series may invest more than 25% of the value of their respective
assets in any particular industry (other than U.S. Government securities),
except the PPM America/JNL Money Market Series.

(3) No Series may invest directly in real estate or interests in real
estate; however, the Series may own debt or equity securities issued by
companies engaged in those businesses.

(4) No Series may purchase or sell physical commodities other than
foreign currencies unless acquired as a result of ownership of securities (but
this limitation shall not prevent the Series from purchasing or selling options,
futures, swaps and forward contracts or from investing in securities or other
instruments backed by physical commodities).

(5) No Series may lend any security or make any other loan if, as a
result, more than 33 1/3% of the Series' total assets would be lent to other
parties (but this limitation does not apply to purchases of commercial paper,
debt securities or repurchase agreements).

(6) No Series may act as an underwriter of securities issued by others,
except to the extent that a Series may be deemed an underwriter in connection
with the disposition of portfolio securities of such Series.

(7) No Series may invest more than 15% of a Series' net assets (10% in
the case of the PPM America/JNL Money Market Series and the JNL/Alger Growth
Series) in illiquid securities. This limitation does not apply to securities
eligible for resale pursuant to Rule 144A of the Securities Act of 1933 or
Commercial Paper issued in reliance upon the exemption from registration
contained in Section 4(2) of that Act, which have been determined to be liquid
in accordance with guidelines established by the Board of Trustees.

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

Operating Policies. The Trustees have adopted additional investment restrictions
for the Series. These restrictions are operating policies of the Series and may
be changed by the Trustees without shareholder approval. The additional
investment restrictions adopted by the Trustees to date include the following:

For each Series, to the extent applicable:

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

For the JNL/Alger Growth Series:

(a) At least 85% of the Series' net assets, under normal market
conditions, will be invested in equity securities and at least 65% of its total
assets will be invested in the equity securities of companies that, at the time
their securities are purchased by the Series, have a market capitalization of $1
billion or more.

(b) The Series may hold up to 15% of its net assets in money market
instruments and repurchase agreements.

For the JNL/Alliance Growth Series:

(a) The Series may invest up to 25% of its total assets in foreign
securities.

For the JNL/Eagle Core Equity Series:

(a) At least 65% of the Series' total assets, under normal market
conditions, will be invested in U.S. common stocks.

(b) The Series may invest up to 35% of its assets in non-investment
grade securities.

For the JNL/Eagle SmallCap Equity Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in the equity securities of companies that, at the time their
securities are purchased by the Series, have a market capitalization under $1
billion.

(b) The Series may invest up to 5% of its assets in non-investment
grade securities.

For the JNL/J.P. Morgan Enhanced S&P 500 Index Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in stocks.

For the JNL/J.P. Morgan International & Emerging Markets Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in equity securities of foreign issuers.

(b) The Series may invest up to 10% of its total assets in shares of
investment companies and up to 5% of its total assets in any one investment
company as long as that investment does not represent more than 3% of the total
voting stock of the acquired investment company.

For each of the JNL/Janus Aggressive Growth Series, JNL/Janus Capital
Growth Series and JNL/Janus Global Equities Series:

(a) The Series may not invest more than 35% of its net assets in
high-yield/high-risk bonds.

(b) The Series may not invest more than 25% of its assets in mortgage-
and asset-backed securities.

For the JNL/PIMCO Total Return Bond Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in fixed-income securities.

(b) The Series may invest up to 10% of its assets in non-investment
grade fixed-income securities rated at least B by Moody's or S&P.

(d) The Series may invest up to 10% of its assets in securities of
issuers based in emerging markets.

(e) The Series may not invest more than 5% of its net assets in any
combination of inverse floater, interest-only or principal-only securities.

(f) The Series may not enter into a swap agreement with a party if the
net amount owed or to be received under existing contracts with that party would
exceed 5% of the Series' assets.

For the JNL/Putnam Growth Series:

(a) The Series may invest up to 20% of its net assets in foreign
securities.

For the JNL/Putnam Value Equity Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in equity securities.

(b) The Series may invest up to 25% of its total assets in the common
stocks of foreign issuers.

For the JNL/SSGA International Index Series:

(a) The Series may hold up to 25% of its value in EAFE futures
contracts.

For the JNL/SSGA Russell 2000 Index Series:

(a) The Series may hold up to 5% of its value in Russell 2000 Index
futures contracts.

For the JNL/SSGA S&P 500 Index Series:

(a) The Series may hold up to 25% of its value in S&P 500 futures
contracts.

For the Goldman Sachs/JNL Growth & Income Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in equity securities that the sub-adviser considers to have
favorable prospects for capital appreciation or dividend-paying ability.

(b) The Series may invest up to 35% of its total assets in fixed-income
securities that, in the opinion of the sub-adviser, offer the potential to
further the Series' investment objectives.

(d) The Series may invest up to 10% of its total assets in
non-investment grade securities.

For the Lazard/JNL Small Cap Value Series:

(a) At least 80% of its total assets will be invested, under normal
market conditions, in the equity securities of companies that, at the time their
securities are purchased by the Series, have a market capitalization under $1
billion.

(b) No more than 5% of the Series' total assets will be invested, under
normal market conditions, in cash or short-term money market instruments.

(c) The Series does not currently intend to invest more than 10% of its
total assets in the securities of unseasoned companies.

For the Lazard/JNL Mid Cap Value Series:

(a) At least 80% of its total assets will be invested, under normal
market conditions, in the equity securities of undervalued medium-capitalization
issuers.

(b) The Series may invest up to 15% of its total assets in foreign
securities.

For the PPM America/JNL Balanced Series:

(a) At least 25% of its assets will be invested, under normal market
conditions, in fixed-income senior securities.

(b) The Series may invest up to 35% of its net assets in non-investment
grade securities rated at least Ca by Moody's Investors Services, Inc. (Moody's)
or CC by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (S&P).

For the PPM America/JNL High Yield Bond Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in bonds rated Ba or below by Moody's or BB or below by S&P,
or if unrated, of comparable quality.

(b) The Series may invest up to 10% of its total assets in bonds rated
C by Moody's or D by S&P.

For the PPM America/JNL Money Market Series:

(a) The Series may not invest more than 5% of its assets in the
securities of any one issuer or invest more than 5% of its assets in securities
(other than U.S. Government securities and repurchase agreements on such
securities) that have not been rated in the highest category by the requisite
rating agencies or, if unrated, have not been deemed to be of comparable
quality, as determined in accordance with Rule 2a-7 under the 1940 Act.

(b) The Series may invest more than 25% of its total assets in the
domestic banking industry. This 25% limitation does not apply to U.S. Government
securities, including obligations issued or guaranteed by its agencies or
instrumentalities.

For the Salomon Brothers/JNL Balanced Series:

(a) The Series currently expects that at least 40% of its total assets
will be invested, under normal market conditions, in equity securities.

(b) The Series may invest up to 20% of its net assets in nonconvertible
fixed-income securities rated Ba or lower by Moody's or BB or lower by S&P or,
if unrated, are determined to be of comparable quality.

(d) The Series may not invest more than 10% of its assets in repurchase
agreements maturing in more than 7 days.

For the Salomon Brothers/JNL Global Bond Series:

(a) The Series does not currently intend to invest more than 75% of its
assets in medium- or lower-rated securities.

(b) 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.

(c) To maintain liquidity, the Series may invest up to 20% of its
assets in high-quality, short-term money market instruments.

(d) The Series may not make loans of its portfolio securities with a
value in excess of 25% of its total assets.

For the Salomon Brothers/JNL High Yield Bond Series:

(a) At least 80% of its total assets will be invested, under normal
market conditions, in non-investment grade fixed-income securities.

(b) The Series may invest up to 10% of its total assets in the
securities of foreign issuers and up to 5% of its total assets in foreign
governmental issuers in any one country.

(c) The Series may invest up to 10% of its total assets in either (i)
equipment lease certificates, equipment trust certificates and conditional sales
contracts or (ii) limited partnership interests.

(d) The Series may invest up to 10% of its total assets in common
stock, convertible securities, warrants or other equity securities when
consistent with its objective.

(e) To maintain liquidity, the Series may invest up to 20% of its
assets in cash and/or U.S. dollar-denominated debt securities.

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

(a) At least 65% of its total assets will be invested, under normal
market conditions, in: U.S. Treasury obligations; obligations issued or
guaranteed by agencies or instrumentalities of the U.S. Government;
mortgage-backed securities guaranteed by Ginnie Mae that are supported by the
full faith and credit of the U.S. Government; 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; and collateralized mortgage obligations issued by private issuers
for which the underlying mortgage-backed securities serving as collateral are
backed either by (i)the credit alone of the U.S. Government agency or
instrumentality which issues or guarantees them or (ii) the full faith and
credit of the U.S. Government.

(b) The Series may 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.

(d) The Series may not make loans of its portfolio securities with a
value in excess of 25% of its total assets.

For the T. Rowe Price/JNL Established Growth Series:

(a) The Series may invest up to 30% of its total assets (excluding
reserves) in foreign securities.

For the T. Rowe Price/JNL Mid-Cap Growth Series:

(a) At least 65% of its total assets will be invested, under normal
market conditions, in mid-cap (as defined in the Prospectus) common stocks with
above-average growth potential.

(b) The Series may invest up to 25% of its total assets (excluding
reserves) in foreign securities.

Insurance Law Restrictions. In connection with the Trust's agreement to sell
shares to the separate accounts, Jackson National Financial Services, LLC
(JNFSLLC) and the insurance companies may enter into agreements, required by
certain state insurance departments, under which JNFSLLC may agree to use its
best efforts to assure and to permit insurance companies to monitor that each
Series of the Trust complies with the investment restrictions and limitations
prescribed by state insurance laws and regulations applicable to the investment
of separate account assets in shares of mutual funds. If a Series failed to
comply with such restrictions or limitations, the insurance company would take
appropriate action which might include ceasing to make investments in the Series
or withdrawing from the state imposing the limitation. Such restrictions and
limitations are not expected to have a significant impact on the Trust's
operations.

TRUSTEES AND OFFICERS OF THE TRUST

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

ANDREW B. HOPPING* (Age 40)
JNL Series Trust, Trustee (8/97 to present)
JNL Series Trust, President (8/97 to present)
JNL Series Trust, Chief Executive Officer (8/97 to present)
JNL Series Trust, Vice President (8/96 to 8/97)
JNL Series Trust, Treasurer (8/96 to 8/97)
JNL Series Trust, Chief Financial Officer (8/96 to 8/97)
Jackson National Financial Services, LLC, President (3/98 to present)
Jackson National Financial Services, LLC, Managing Board Member (3/98 to
present)
Jackson National Life Insurance Company, Executive Vice President (7/98
to present)
Jackson National Life Insurance Company, Chief Financial Officer
(12/97 to present)
Jackson National Life Insurance Company, Senior Vice President (6/94 to
7/98)
National Planning Corporation, Vice President (5/98 to 7/98)
National Planning Corporation, Director (6/97 to present)
Jackson National Financial Services, Inc., CEO (7/97 to 5/98)
Jackson National Financial Services, Inc., President (7/97 to 5/98)
Countrywide Credit, Executive Vice President (3/92 to 6/94)

JOSEPH FRAUENHEIM (Age 64), 1405 Cambridge, Lansing, MI 48911 JNL Series Trust,
Trustee (12/94 to present)
Consultant (1991 to present)

ROBERT A. FRITTS* (Age 50)
JNL Series Trust, Trustee (4/98 to present)
JNL Series Trust, Treasurer (8/97 to present)
JNL Series Trust, Chief Financial Officer (8/97 to present)
JNL Series Trust, Vice President (12/94 to present)
JNL Series Trust, Assistant Treasurer (2/96 to August 1997)
JNL Series Trust, Assistant Secretary (12/94 to 2/96)
Jackson National Life Insurance Company, Vice President and Controller

THOMAS J. MEYER (Age 51)
JNL Series Trust, Vice President (12/94 to present)
JNL Series Trust, Counsel (12/94 to present)
JNL Series Trust, Secretary (12/94 to present)
Jackson National Life Insurance Company, Senior Vice President (7/98 to
present)
Jackson National Life Insurance Company, Secretary (9/94 to present)
Jackson National Life Insurance Company, General Counsel (3/85 to present)
Jackson National Life Insurance Company, Vice President (3/85 to 7/98)

RICHARD MCLELLAN (Age 56), 1191 Carriageway North, East Lansing, MI 48823
JNL Series Trust, Trustee (12/94 to present)
Dykema Gossett PLLC, Attorney

PETER MCPHERSON (Age 57), 1 Abbott Road, East Lansing, MI 48824
JNL Series Trust, Trustee (12/94 to present)
Michigan State University, President (10/93 to present)
Bank of America, Group Executive Vice President (11/90 to 10/93)

MARK D. NERUD (Age 32)
JNL Series Trust, Vice President (8/97 to present)
JNL Series Trust, Assistant Treasurer (8/97 to present)
Jackson National Financial Services, LLC, Chief Financial Officer (3/98 to
present)
Jackson National Financial Services, LLC, Managing Board Member (3/98 to
present)
National Planning Corporation, Vice President (5/98 to present)
Jackson National Financial Services, Inc., Director (1/98 to 5/98)
Jackson National Financial Services, Inc., Chief Operating Officer (6/97 to
5/98)
Jackson National Financial Services, Inc., Treasurer(6/97 to 5/98)
Jackson National Life Insurance Company, Assistant Vice President - Mutual Fund
Operations(5/97 to present)
Jackson National Life Insurance Company, Assistant Vice President (10/96 to
4/97)
Jackson National Life Insurance Company, Assistant Controller (10/96 to 4/97)
Jackson National Life Insurance Company, Senior Manager - Mutual Fund Operations
(4/96 to 10/96)
Voyageur Asset Management Company, Manager - Mutual Fund Accounting (5/93 to
4/96)
KPMG Peat Marwick, Manager - Financial Services (6/88 to 5/93)

AMY D. EISENBEIS (Age 34)
JNL Series Trust, Vice President (8/97 to present)
JNL Series Trust, Assistant Secretary (8/97 to present)
Jackson National Financial Services, LLC, Vice President (3/98 to present)
Jackson National Financial Services, LLC, Secretary (3/98 to present)
National Planning Corporation, Vice President (1/98 to 7/98)
National Planning Corporation, Secretary (1/98 to 7/98)
National Planning Corporation, Chief Legal Officer (1/98 to 7/98)
Jackson National Life Insurance Company, Associate General Counsel (7/95 to
present)
Waddell & Reed, Inc., Staff Attorney (1/94 to 7/95)
Security Benefit Life Insurance Company, Staff Attorney (10/91 to 1/94)

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

As of February 26, 1999, the officers and trustees of the Trust, as a
group, owned less than 1% of the then outstanding shares of the Trust. To the
extent required by applicable law, Jackson National Life Insurance Company will
solicit voting instructions from owners of variable insurance or variable
annuity contracts. All shares of each Series of the Trust will be voted by
Jackson National Life Insurance Company in accordance with voting instructions
received from such variable contract owners. Jackson National Life Insurance
Company will vote all of the shares which it is entitled to vote in the same
proportion as the voting instructions given by variable contract owners, on the
issues presented, including shares which are attributable to Jackson National
Life Insurance Company's interest in the Trust.

The trustees who are "interested persons" and officers as designated
above receive no compensation from the Trust. Disinterested Trustees will be
paid $4,000 for each meeting they attend. For the year ended December 31, 1998,
the disinterested Trustees received the following fees for service as Trustee:

Pension or Retirement Benefits
Trustee Aggregate Compensation from Trust Accrued As Part of Trust Expenses
- ------- --------------------------------- ---------------------------------

<S> <C> <C>
Joseph Frauenheim 0
Richard McLellan 0
Peter McPherson 0
</TABLE>

PERFORMANCE

A Series' historical performance may be shown in the form of total
return and yield. These performance measures are described below. Performance
advertised for a Series may or may not reflect the effect of any charges that
are imposed under a variable annuity contract (Contract) that is funded by the
Trust. Such charges, described in the prospectus for the Contract, will have the
effect of reducing a Series' performance.

Standardized average annual total return and non-standardized total
return measure both the net investment income generated by, and the effect of
any realized and unrealized appreciation or depreciation of, the underlying
investments of a Series. Yield is a measure of the net investment income per
share earned over a specific one month or 30-day period (seven-day period for
the PPM America/JNL Money Market Series) expressed as a percentage of the net
asset value.

A Series' standardized average annual total return quotation is
computed in accordance with a standardized method prescribed by rules of the
Securities and Exchange Commission (SEC). Standardized average annual total
return shows 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. The
standardized average annual total return for a Series for a specific period is
found by first taking a hypothetical $1,000 investment (initial investment) in
the Series' shares on the first day of the period, adjusting to deduct the
applicable charges, if any, and computing the redeemable value of that
investment at the end of the period. The redeemable value is then divided by the
initial investment, and this quotient is taken to the Nth root (N representing
the number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage. The calculation assumes that all income and
capital gains dividends paid by the Series have been reinvested at net asset
value on the reinvestment dates during the period.

The standardized average annual total return for each Series (except
the PPM America/JNL Money Market Series) for the periods indicated was as
follows:
<TABLE>
<CAPTION>

One-Year Period Three-Year Commencement of
Ended December Period Ended Operations to
31, 1998 December 31, 1998 December 31, 1998
-------- ----------------- -----------------
<S> <C> <C> <C>
JNL Aggressive Growth Series* % % %
JNL Capital Growth Series* % % %
JNL Global Equities Series* % % %
JNL/Alger Growth Series** % N/A %
JNL/Alliance Growth Series**** N/A N/A %
JNL/Eagle Core Equity Series*** % N/A %
JNL/Eagle SmallCap Equity Series*** % N/A %
JNL/J.P. Morgan International & Emerging Markets
Series**** N/A N/A %
JNL/PIMCO Total Return Bond Series**** N/A N/A %
JNL/Putnam Growth Series* % % %
JNL/Putnam Value Equity Series* % % %
JNL/S&P Conservative Growth Series I***** N/A N/A %

JNL/S&P Moderate Growth Series I***** N/A N/A %
JNL/S&P Aggressive Growth Series I***** N/A N/A %
JNL/S&P Very Aggressive Growth Series I***** N/A N/A %

JNL/S&P Equity Growth Series I***** N/A N/A %
JNL/S&P Equity Aggressive Growth Series I***** N/A N/A %

JNL/S&P Conservative Growth Series II***** N/A N/A %

JNL/S&P Moderate Growth Series II***** N/A N/A %
JNL/S&P Aggressive Growth Series II***** N/A N/A %
JNL/S&P Very Aggressive Growth Series II***** N/A N/A %

JNL/S&P Equity Growth Series II***** N/A N/A %
JNL/S&P Equity Aggressive Growth Series II***** N/A N/A %

Goldman Sachs/JNL Growth & Income Series***** N/A N/A %

Lazard/JNL Small Cap Value Series***** N/A N/A %
Lazard/JNL Mid Cap Value Series***** N/A N/A %
PPM America/JNL Balanced Series* % % %
PPM America/JNL High-yield Bond Series* % % %
Salomon Brothers/JNL Balanced Series**** N/A N/A %
Salomon Brothers/JNL Global Bond Series* % % %
Salomon Brothers/JNL High-yield Bond Series**** N/A N/A %

Salomon Brothers/JNL U.S. Government and Quality Bond
Series* % % %
T. Rowe Price/JNL Established Growth Series* % % %
T. Rowe Price/JNL International Equity Investment
Series* % % %
T. Rowe Price/JNL Mid-Cap Growth Series* % % %
</TABLE>

* Commenced operations on May 15, 1995.
** Commenced operations on October 16, 1995.
*** Commenced operations on September 16, 1996.
**** Commenced operations on March 2, 1998. Performance figures are not
annualized.
***** The JNL/S&P Conservative Growth Series I commenced operations on
April 9, 1998; the JNL/S&P Moderate Growth Series I commenced operations on
April 8, 1998; the JNL/S&P Aggressive Growth Series I commenced operations on
April 8, 1998; the JNL/S&P Very Aggressive Growth Series I commenced operations
on April 1, 1998; the JNL/S&P Equity Growth Series I commenced operations on
April 13, 1998; the JNL/S&P Equity Aggressive Growth Series I commenced
operations on April15, 1998; the JNL/S&P Conservative Growth Series II commenced
operations on April 13, 1998; the JNL/S&P Moderate Growth Series II commenced
operations on April 13, 1998; the JNL/S&P Aggressive Growth Series II commenced
operations on April 13, 1998; the JNL/S&P Very Aggressive Growth Series II
commenced operations on April 13, 1998; the JNL/S&P Equity Growth Series II
commenced operations on April 13, 1998; and the JNL/S&P Equity Aggressive Growth
Series II commenced operations on April 13, 1998. Performance figures are not
annualized.

The JNL/J.P. Morgan Enhanced S&P 500 Index Series, the JNL/S&P
Conservative Growth Index Series, the JNL/S&P Moderate Growth Index Series, the
JNL/S&P Aggressive Growth Index Series, the JNL/SSGA Enhanced Intermediate Bond
Index Series, the JNL/SSGA International Index Series, the JNL/SSGA Russell 2000
Index Series, the JNL/SSGA S&P 500 Index Series, and the JNL/SSGA S&P MidCap
Index Series were not in operation in 1998. Prior to May 1, 1997, the PPM
America/JNL Balanced Series was the JNL/Phoenix Investment Counsel Balanced
Series and was sub-advised by Phoenix Investment Counsel Inc., the JNL/Putnam
Growth Series was the JNL/Phoenix Investment Counsel Growth Series and was
sub-advised by Phoenix Investment Counsel, Inc., and the JNL/Putnam Value Equity
Series was the PPM America/JNL Value Equity Series and was sub-advised by PPM
America, Inc.

The standardized average annual total return quotations will be current
to the last day of the calendar quarter preceding the date on which an
advertisement is submitted for publication. The standardized average annual
total return will be based on rolling calendar quarters and will cover at least
periods of one, five and ten years, or a period covering the time the Series has
been in existence, if it has not been in existence for one of the prescribed
periods.

Non-standardized total return may also be advertised. Non-standardized
total return may be for periods other than those required to be presented or may
otherwise differ from standardized average annual total return. Non-standardized
total return for a specific period is calculated by first taking an investment
(initial investment) in the Series' shares on the first day of the period and
computing the end value of that investment at the end of the period. The total
return percentage is then determined by subtracting the initial investment from
the ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all income
and capital gains dividends paid by the Series have been reinvested at net asset
value on the reinvestment dates during the period. Non-standardized total return
may also be shown as the increased dollar value of the hypothetical investment
over the period.

Quotations of standardized average annual total return and
non-standardized total return are based upon historical earnings and will
fluctuate. Any quotation of performance, therefore, should not be considered a
guarantee of future performance. Factors affecting the performance of a Series
include general market conditions, operating expenses and investment management.

The yield for a Series other than the PPM America/JNL Money Market
Series is computed in accordance with a standardized method prescribed by the
rules of the SEC. The yield is calculated by assuming that the income generated
by the investment during that 30-day period is generated each 30-day period over
a 12-month period and is shown as a percentage of the investment. Under this
method, yield is computed by dividing the net investment income per share earned
during the specified one month or 30-day period by the offering price per share
on the last day of the period, according to the following formula:

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

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

The yield for the 30-day period ended December 31, 1998, for each of
the referenced Series was as follows:

JNL/PIMCO Total Return Bond Series %
PPM America/JNL Balanced Series %
PPM America/JNL High-yield Bond Series %
Salomon Brothers/JNL Global Bond Series %
Salomon Brothers/JNL Global Bond Series %
Salomon Brothers/JNL U.S. Government & Quality Bond Series %

In computing the foregoing yield, the Series follow certain
standardized accounting practices specified by SEC rules. These practices are
not necessarily consistent with those that the Series use to prepare annual and
interim financial statements in accordance with generally accepted accounting
principles.

The PPM America/JNL Money Market Series' yield is also computed in
accordance with a standardized method prescribed by rules of the SEC. This
Series' yield 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. Under
this method, the current yield quotation is based on a seven-day period and is
computed as follows. The first calculation is net investment income per share;
which is accrued interest on portfolio securities, plus or minus amortized
discount or premium, less accrued expenses. This number is then divided by the
price per share (expected to remain constant at $1.00) at the beginning of the
period (base period return). The result is then divided by 7 and multiplied by
365 and the resulting yield figure is carried to the nearest one-hundredth of
one percent. Realized capital gains or losses and unrealized appreciation or
depreciation of investments are not included in the calculation. The PPM
America/JNL Money Market Series' yield for the seven-day period ended December
31, 1998, was ____%.

The PPM America/JNL Money Market Series' effective yield is determined
by taking the base period return (computed as described above) and calculating
the effect of assumed compounding. The formula for the effective yield is: (base
period return + 1)365/7 - 1. The PPM America/JNL Money Market Series' effective
yield for the seven-day period ended December 31, 1998, was ____%.

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

The performance of the Series may be compared to 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. A
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 the
Consumer Price Index, the Standard & Poor's 500 Index, the Standard & Poor's
MidCap 400 Index, the Morgan Stanley Capital International World Index, the
Lehman Brothers Aggregate Bond Index, the Lehman Brothers High-yield Index, the
Salomon Brothers Broad Investment Grade Index, the Salomon Brothers Treasury
Index, the Russell 2000 Index, the Russell Midcap Index, or the Morgan Stanley
Europe and Australasia, Far East Equity Index. No adjustments are made for taxes
payable on dividends. Lipper and CDA are widely recognized independent mutual
fund reporting services. Lipper and CDA indices are weighted performance
averages of other mutual funds with similar investment objectives.

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).

The net asset values and returns of the Series 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.

A Series may periodically advertise tax-deferred compounding charts and
other hypothetical illustrations.

INVESTMENT ADVISER AND OTHER SERVICES

JNFSLLC, 5901 Executive Drive, Lansing, Michigan 48911, is the
investment adviser to the Trust. As investment adviser, JNFSLLC provides the
Trust with professional investment supervision and management and permits any of
its officers or employees to serve without compensation as trustees or officers
of the Trust if elected to such positions. 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.

JNFSLLC acts as investment adviser to the Trust pursuant to an Amended
Investment Advisory and Management Agreement. Prior to July 1, 1998, Jackson
National Financial Services, Inc., an affiliate of JNFSLLC, acted as investment
adviser to the Trust. Jackson National Financial Services, Inc. transferred the
Amended Investment Advisory and Management Agreement, all related investment
management duties and its related professional staff to JNFSLLC on July 1, 1998,
with the approval of the Board of Trustees of the Trust.

The Amended Investment Advisory and Management Agreement continues in
effect for each Series from year to year after its initial two-year term so long
as its continuation is approved at least annually by (i) a majority of the
Trustees who are not parties to such agreement or interested persons of any such
party except in their capacity as Trustees of the Trust, and (ii) the
shareholders of the affected Series or the Board of Trustees. It may be
terminated at any time upon 60 days notice by either party, or by a majority
vote of the outstanding shares of a Series with respect to that Series, and will
terminate automatically upon assignment. Additional Series may be subject to a
different agreement. The Amended Investment Advisory and Management Agreement
provides that JNFSLLC shall not be liable for any error of judgment, or for any
loss suffered by the Series in connection with the matters to which the
agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of JNFSLLC in the performance of its obligations
and duties, or by reason of its reckless disregard of its obligations and duties
under the agreement. As compensation for its services, the Trust pays JNFSLLC a
fee as described in the Prospectus. The fees paid by the Trust to Jackson
National Financial Services, Inc. pursuant to the Amended Investment Advisory
and Management Agreement from the commencement of operations to March 31, 1996
were $701,004, from April 1, 1996 to December 31, 1996 were $1,884,328, for the
fiscal year ended December 31, 1997 were $7,264,087, and for the period from
January 1, 1998 to June 30, 1998 were $________. The fees paid by the Trust to
JNFSLLC pursuant to the Amended Investment Advisory and Management Agreement
from July 1, 1998 to December 31, 1998 were $________.

In addition to providing the services described above, 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.

Alliance Capital Management L.P. (Alliance), with principal offices at
1345 Avenue of the Americas, New York, New York 10105, serves as sub-adviser to
the JNL/Alliance Growth Series. Alliance's clients are primarily major corporate
employee benefit funds, investment companies, foundations, endowment funds and
public employee retirement systems.

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.

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. 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.

Goldman Sachs Asset Management (Goldman Sachs), One New York Plaza, New
York, New York 10004, serves as sub-adviser to the Goldman Sachs/JNL Growth &
Income Series. Goldman Sachs is a separate operating division of Goldman, Sachs
& Co. Goldman Sachs provides a wide range of fully discretionary investment
advisory services including quantitatively driven and actively managed U.S. and
international equity portfolios, U.S. and global fixed income portfolios,
commodity and currency products, and money markets.

J.P. Morgan Investment Management Inc. (J.P. Morgan), with principal
offices at 522 Fifth Avenue, New York, New York 10236, serves as sub-adviser to
the JNL/J.P. Morgan Enhanced S&P 500 Index Series and the JNL/J.P. Morgan
International & Emerging Markets Series. J.P. Morgan is a wholly-owned
subsidiary of J.P. Morgan & Co. Incorporated, a bank holding company that also
owns Morgan Guaranty Trust Company, J.P. Morgan Securities Inc. and J.P. Morgan
Futures Inc. J.P. Morgan and its affiliates offer a wide range of services to
governmental, institutional, corporate and individual customers and act as
investment advisor to individual and institutional customers.

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. 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. Its clients are
both individuals and institutions.

Pacific Investment Management Company (PIMCO), located at 840 Newport
Center Drive, Suite 300, Newport Beach, California 92660, serves as sub-adviser
to the JNL/PIMCO Total Return Bond Series. PIMCO is an investment counseling
firm founded in 1971. PIMCO is a subsidiary of PIMCO Advisors L.P. (PIMCO
Advisors). The general partners of PIMCO Advisors are PIMCO Partners, G.P. and
PIMCO Advisors Holdings L.P. (PAH). PIMCO Partners, G.P. is a general
partnership between PIMCO Holding LLC, a Delaware limited liability company and
indirect wholly-owned subsidiary of Pacific Life Insurance Company, and PIMCO
Partners LLC, a California limited liability company controlled by the PIMCO
Managing Directors. PIMCO Partners, G.P. is the sole general partner of PAH.

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.

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 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.

Salomon Brothers Asset Management Inc (SBAM) serves as sub-adviser to
the Salomon Brothers/JNL Balanced Series, the Salomon Brothers/JNL Global Bond
Series, the Salomon Brothers/JNL High Yield 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.

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.

Standard & Poor's Investment Advisory Services, Inc. (SPIAS), located
at 25 Broadway, New York, New York 10004, serves as sub-adviser to the JNL/S&P
Conservative Growth Series I, JNL/S&P Moderate Growth Series I, JNL/S&P
Aggressive Growth Series I, JNL/S&P Very Aggressive Growth Series I, JNL/S&P
Equity Growth Series I, JNL/S&P Equity Aggressive Growth Series I, 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, JNL/S&P Equity Aggressive Growth Series II, JNL/S&P
Conservative Growth Index Series, JNL/S&P Moderate Growth Index Series and
JNL/S&P Aggressive Growth Index Series. SPIAS was established in 1995 to provide
investment advice to the financial community. SPIAS is a subsidiary of The
McGraw-Hill Companies, Inc. and is affiliated with S&P. SPIAS operates
independently of and has no access to analysis or other information supplied or
obtained by S&P in connection with its ratings business, except to the extent
such information is made available by S&P to the general public.

State Street Global Advisors (SSGA), located at One International
Place, Boston, Massachusetts 02110, serves as sub-adviser to the JNL/SSGA
Enhanced Intermediate Bond Index Series, the JNL/SSGA International Index
Series, the JNL/SSGA Russell 2000 Index Series, the JNL/SSGA S&P 500 Index
Series and the JNL/SSGA S&P MidCap Index Series. Since 1978, SSGA has been
providing comprehensive investment management services across all major asset
classes to both institutional and individual investors. SSGA is the investment
management division of State Street Bank and Trust Company, a Massachusetts bank
founded in 1792.

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.

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 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.

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. 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 the Series as described
elsewhere in this SAI and the Prospectus:
<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/Alliance Growth Series........................... $0 to $250 million...................... .35%
Over $250 million....................... .25%

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/J.P. Morgan Enhanced S&P 500 Index Series........ $0 to $25 million....................... .35%
Over $25 million........................ .30%

JNL/J.P. Morgan International & Emerging Markets Series.. $0 to $50 million....................... .55%
$50 million to $200 million............. .50%
$200 million to $350 million............ .45%
Over $350 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/PIMCO Total Return Bond Series................... all assets.............................. .25%

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%

JNL/S&P Conservative Growth Series I................. $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Moderate Growth Series I..................... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Aggressive Growth Series I................... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Very Aggressive Growth Series I.............. $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Equity Growth Series I....................... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Equity Aggressive Growth Series I............ $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Conservative Growth Series II................ $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Moderate Growth Series II.................... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Aggressive Growth Series II.................. $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Very Aggressive Growth Series II............. $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Equity Growth Series II...................... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Equity Aggressive Growth Series II........... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Conservative Growth Index Series............. $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Moderate Growth Index Series................. $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/S&P Aggressive Growth Index Series............... $0 to $500 million...................... .10%
Over $500 million....................... .075%

JNL/SSGA Enhanced Intermediate Bond Index Series..... all assets.............................. .20%

JNL/SSGA International Index Series.................. all assets.............................. .15%

JNL/SSGA Russell 2000 Index Series................... all assets.............................. .05%

JNL/SSGA S&P 500 Index Series........................ all assets.............................. .05%

JNL/SSGA S&P MidCap Index Series..................... all assets.............................. .05%

Goldman Sachs/JNL Growth & Income Series............. $0 to $50 million....................... .50%
$50 million to $200 million............. .45%
$200 million to $350 million............ .40%
Over $350 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 Balanced Series................. $0 to $50 million....................... .35%
$50 million to $100 million............. .30%
Over $100 million....................... .25%

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 High Yield Bond Series.......... $0 to $50 million....................... .35%
$50 million to $100 million............. .30%
Over $100 million....................... .25%

Salomon Brothers/JNL U.S. Government & Quality Bond $0 to $150 million...................... .225%
Series............................................... $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 by JNFSLLC 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.

Subject to the supervision of JNFSLLC and the Trustees pursuant to
investment sub-advisory agreements entered into between JNFSLLC and each of the
sub-advisers, respectively, the sub-advisers invest and reinvest the Series'
assets consistent with the Series' respective investment objectives and
policies. The investment sub-advisory agreement continues in effect for each
Series from year to year after its initial two-year term so long as its
continuation is approved at least annually by a majority of the Trustees who are
not parties to such agreement or interested persons of any such party except in
their capacity as Trustees of the Series and by the shareholders of the affected
Series or the Board of Trustees. It may be terminated at any time upon 60 days
notice by either party, or by a majority vote of the outstanding shares of a
Series with respect to that Series, and will terminate automatically upon
assignment or upon the termination of the investment management agreement
between JNFSLLC and the Series. Additional Series may be subject to a different
agreement. The sub-advisers are responsible for compliance with or have agreed
to use their best efforts to manage the Series to comply with the provisions of
Section 817(h) of the Code, applicable to each Series (relating to the
diversification requirements applicable to investments in underlying variable
annuity contracts).

Administrative Fee. Effective January 1, 1999, each Series, except the JNL/SSGA
Enhanced Intermediate Bond Index Series and each of the JNL/S&P Series, pays to
JNFSLLC an Administrative Fee of .10% of the average daily net assets of the
Series. The JNL/SSGA Enhanced Intermediate Bond Index Series pays an
Administrative Fee of .20%. The JNL/S&P Series do not pay an Administrative Fee.
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.
Prior to January 1, 1999, each Series paid all of its own operating expenses.
Each Series is responsible for trading expenses including brokerage commissions,
interest and taxes, and other non-operating expenses.

Custodian and Transfer Agent. The custodian has custody of all securities and
cash of the Trust maintained in the United States and attends to the collection
of principal and income and payment for and collection of proceeds of securities
bought and sold by the Trust.

State Street Bank and Trust Company (State Street), 105 Rosemont Road,
Westwood, Massachusetts 02090, acts as custodian for the JNL/Alger Growth
Series, JNL/Alliance Growth Series, JNL/Eagle Core Equity Series, JNL/Eagle
SmallCap Equity Series, JNL/J.P. Morgan Enhanced S&P 500 Index Series, JNL/J.P.
Morgan International & Emerging Markets Series, JNL/Janus Aggressive Growth
Series, JNL/Janus Capital Growth Series, JNL/Janus Global Equities Series,
JNL/PIMCO Total Return Bond Series, JNL/Putnam Growth Series, JNL/Putnam Value
Equity Series, JNL/SSGA Enhanced Intermediate Bond Index Series, JNL/SSGA
International Index Series, JNL/SSGA Russell 2000 Index Series, JNL/SSGA S&P 500
Index Series, JNL/SSGA S&P MidCap Index Series, Goldman Sachs/JNL Growth &
Income Series, Lazard/JNL Small Cap Value Series, Lazard/JNL Mid Cap Value
Series, PPM America/JNL Balanced Series, PPM America/JNL High Yield Bond Series,
PPM America/JNL Money Market Series, Salomon Brothers/JNL Balanced Series,
Salomon Brothers/JNL Global Bond Series, Salomon Brothers/JNL High Yield Bond
Series, Salomon Brothers/JNL U.S. Government & Quality Bond Series, T. Rowe
Price/JNL Established Growth Series, T. Rowe Price/JNL International Equity
Investment Series, and T. Rowe Price/JNL Mid-Cap Growth Series. Boston Safe
Deposit and Trust Company, ______________________, Boston, Massachusetts
________ acts as custodian for the JNL/J.P. Morgan Enhanced S&P 500 Index
Series. The Trust acts as custodian for the JNL/S&P Conservative Growth Series
I, JNL/S&P Moderate Growth Series I, JNL/S&P Aggressive Growth Series I, JNL/S&P
Very Aggressive Growth Series I, JNL/S&P Equity Growth Series I, JNL/S&P Equity
Aggressive Growth Series I, 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, JNL/S&P Equity
Aggressive Growth Series II, JNL/S&P Conservative Growth Index Series, JNL/S&P
Moderate Growth Index Series, and JNL/S&P Aggressive Growth Index Series.

JNFSLLC is the transfer agent and dividend-paying agent for each Series
of the Trust.

Independent Accountants. The Series' independent accountants,
PricewaterhouseCoopers LLP, 200 East Randolph Drive, Chicago, Illinois 60601,
audit and report on the Series' annual financial statements, and perform other
professional accounting, auditing and advisory services when engaged to do so by
the Series.

Series Transactions and Brokerage. The primary consideration in portfolio
security transactions is "best execution," i.e., execution at the most favorable
prices and in the most effective manner possible. JNFSLLC and the sub-advisers
always attempt to achieve best execution and have complete freedom as to the
markets in and the broker/dealers through which they seek this result. Subject
to the requirement of seeking best execution, securities may be bought from or
sold to broker/dealers who have furnished statistical, research, and other
information or services to JNFSLLC or the sub-advisers. In placing orders with
such broker/dealers, JNFSLLC and the sub-advisers will, where possible, take
into account the comparative usefulness of such information. Such information is
useful to JNFSLLC and the sub-advisers even though its dollar value may be
indeterminable and its receipt or availability generally does not reduce
JNFSLLC's or the sub-advisers' normal research activities or expenses.

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

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

During the periods indicated, the Series paid the following amounts in
brokerage commissions:

Fiscal year Fiscal year April 1, 1996 Commencement of
ended December ended December to December Operations to
31, 1998 31, 1997 31, 1996* March 31, 1996
-------- -------- --------- --------------
<S> <C> <C> <C>
JNL Aggressive Growth Series** ............... $162,153 $ 16,981 $ 19,654

JNL Capital Growth Series** .................. 147,014 34,515 16,905

JNL Global Equities Series** ................. 453,347 47,800 72,359

JNL/Alger Growth Series*** ................... 183,075 22,155 9,414

JNL/Eagle Core Equity Series**** ............. 17,298 1,785 N/A

JNL/Eagle SmallCap Equity Series**** ......... 33,313 4,389 N/A

JNL/Putnam Growth Series** ................... 181,765 33,185 8,008

JNL/Putnam Value Equity Series** ............. 139,522 3,587 2,888

PPM America/JNL Balanced Series** ............ 43,630 17,054 5,077

PPM America/JNL High Yield Bond Series** ..... 0 500 0

PPM America/JNL Money Market Series** ........ 0 0 0

Salomon Brothers/JNL Global Bond Series** .... 0 0 1,399

Salomon Brothers/JNL U.S. Government and
Quality Bond Series** ..................... 0 0 0

T. Rowe Price/JNL Established Growth
Series** .................................. 114,988 5,706 20,293

T. Rowe Price/JNL International Equity
Investment Series** ....................... 142,628 17,105 63,341

T. Rowe Price/JNL Mid-Cap Growth Series** .... 164,887 19,868 25,663
</TABLE>

*The JNL Series Trust changed its fiscal year end from March 31 to December 31.
**Commenced operations on May 15, 1995.
***Commenced operations on October 16, 1995.
****Commenced operations on September 16, 1996.

As of December 31, 1998, the following Series owned securities of one
of the Trust's regular broker/dealers:

Amount of Securities
Series Broker/Dealer Owned
------ ------------- -----

Code of Ethics. To mitigate the possibility that a Series will be adversely
affected by personal trading of employees, the Trust, JNFSLLC and the
sub-advisers have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act.
These Codes contain policies restricting securities trading in personal accounts
of the portfolio managers and others who normally come into possession of
information on portfolio transactions. These Codes comply, in all material
respects, with the recommendations of the Investment Company Institute.

PURCHASES, REDEMPTIONS AND PRICING OF SHARES

An insurance company may purchase shares of the Series at their
respective net asset values, using premiums received with respect to Contracts
issued by the company's separate accounts. These separate accounts are funded by
shares of the Trust.

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.

As stated in the Prospectus, the net asset value (NAV) of a Series'
shares is determined once each day on which the New York Stock Exchange (NYSE)
is open (Business Day) at the close of the regular trading session of the
Exchange (normally 4:00 p.m., Eastern Time, Monday through Friday). The NAV of a
Series' shares is not determined on the days the NYSE is closed, which days
generally are New Year's Day, Martin Luther King Jr. holiday, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The per share NAV of a Series is determined by dividing the total value
of the securities and other assets, less liabilities, by the total number of
shares outstanding. In determining NAV, securities listed on the national
securities exchanges, the Nasdaq National Market and foreign markets are valued
at the closing prices on such markets, or if such price is lacking for the
trading period immediately preceding the time of determination, such securities
are valued at their current bid price. Securities that are traded on the
over-the-counter market are valued at their closing bid prices. Foreign
securities and currencies are converted to U.S. dollars using exchange rates in
effect at the time of valuation. A Series may determine the market value of
individual securities held by it, by using prices provided by one or more
professional pricing services which may provide market prices to other funds,
or, as needed, by obtaining market quotations from independent broker-dealers.
Short-term securities maturing within 60 days are valued on the amortized cost
basis.

Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed well before the close of
business on each Business Day. In addition, European and Far Eastern securities
trading generally or in a particular country or countries may not take place on
all Business Days. Furthermore, trading takes place in Japanese markets on
certain Saturdays and in various foreign markets on days which are not Business
Days and on which a Series' NAV is not calculated. A Series calculates NAV per
share, and therefore effects sales, redemptions and repurchases of its shares,
as of the close of the NYSE once on each day on which the NYSE is open. Such
calculation does not take place contemporaneously with the determination of the
prices of the majority of the foreign portfolio securities used in such
calculation.

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

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

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

The Trust may suspend the right of redemption for any Series only under
the following unusual circumstances: (a) when the NYSE is closed (other than
weekends and holidays) or trading is restricted; (b) when an emergency exists,
making disposal of portfolio securities or the valuation of net assets not
reasonably practicable; or (c) during any period when the Securities and
Exchange Commission has by order permitted a suspension of redemption for the
protection of shareholders.

ADDITIONAL INFORMATION

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

Voting Rights. Shareholders are entitled to one vote for each share held. 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.

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.

No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust. The
Trustees may, however, amend the Declaration of Trust without the vote or
consent of shareholders to:

o designate Series of the Trust; or

o change the name of the Trust; or

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

If not terminated by the vote or written consent of a majority of its
outstanding shares, the Trust will continue indefinitely. Shares have no
pre-emptive or conversion rights. Shares are fully paid and non-assessable.

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

TAX STATUS

The Trust's policy is to meet the requirements of Subchapter M of the
Internal Revenue Code. Each Series intends to distribute taxable net investment
income and capital gains to shareholders in amounts that will avoid federal
income or excise tax. In addition, each Series intends to comply with the
diversification requirements of Code Section 817(h) related to the tax-deferred
status of annuity and life insurance contracts issued by insurance company
separate accounts. If any Series failed to qualify for treatment as a regulated
investment company for any taxable year, (1) it would be taxed at corporate
rates on the full amount of its taxable income for that year without being able
to deduct the distributions it makes to its shareholders, (2) the shareholders
would treat all those distributions, including distributions of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), as
dividends (that is, ordinary income) to the extent of the Series' earnings and
profits, and (3) most importantly, each insurance company separate account
invested therein would fail to satisfy the diversification requirements of
Section 817(h), with the result that the variable annuity contracts supported by
that account would no longer be eligible for tax deferral. In addition, the
Series could be required to recognize unrealized gains, pay substantial taxes
and interest and make substantial distributions before requalifying for
regulated investment company treatment.

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

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

<PAGE>

JNL SERIES TRUST

Financial Statements

<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, a division of The McGraw-Hill
Companies, Inc. (Standard & Poor's) 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. (Moody's). 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 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 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.
<PAGE>
JNL SERIES TRUST

PART C
OTHER INFORMATION

Note: Items 23-30 have been answered with respect to all investment
portfolios (Series) of the Registrant.

Item 23. Exhibits

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

(b) Amended and Restated By-laws of Registrant, incorporated by reference to
Registrant's Post-Effective Amendment No. 7 filed with the Securities and
Exchange Commission on September 13, 1996.

(d) (1) Amended Investment Advisory and Management Agreement
between Registrant and Jackson National Financial Services,
Inc. dated August 17, 1995, incorporated by reference to
Registrant's Post-Effective Amendment No. 5 filed with the
Securities and Exchange Commission on June 28, 1996.

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

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

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

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

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

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

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

(9) Amendment dated August 7, 1996 to Amended Investment
Advisory and Management Agreement between Registrant and
Jackson National Financial Services, Inc. dated August 17,
1995, incorporated by reference to Registrant's Post-Effective
Amendment No. 7 filed with the Securities and Exchange
Commission on September 13, 1996.

(10) Investment Sub-Advisory Agreement between Jackson
National Financial Services, Inc. and Eagle Asset Management,
Inc. dated August 9, 1996, incorporated by reference to
Registrant's Post-Effective Amendment No. 7 filed with the
Securities and Exchange Commission on September 13, 1996.

(11) Amendment dated August 21, 1996 to Investment
Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Janus Capital Corporation dated February
28, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 7 filed with the Securities and
Exchange Commission on September 13, 1996.

(12) Amendment dated April 18, 1997 to Amended Investment
Advisory and Management Agreement between Registrant and
Jackson National Financial Services, Inc. dated August 17,
1995, incorporated by reference to Registrant's Post-Effective
Amendment No. 11 filed with the Securities and Exchange
Commission on October 16, 1997.

(13) Amendment dated April 18, 1997 to Investment Sub-Advisory
Agreement between Jackson National Financial Services, Inc.
and PPM America, Inc. dated February 17, 1995, incorporated by
reference to Registrant's Post-Effective Amendment No. 11
filed with the Securities and Exchange Commission on October
16, 1997.

(14) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Putnam Investment Management, Inc. dated
April 22, 1997, incorporated by reference to Registrant's
Post-Effective Amendment No. 11 filed with the Securities and
Exchange Commission on October 16, 1997.

(15) Amendment dated December 17, 1997 to Amended Investment
Advisory and Management Agreement between Registrant and
Jackson National Financial Services, Inc. dated August 17,
1995, incorporated by reference to Registrant's Post-Effective
Amendment No. 12 filed with the Securities and Exchange
Commission on January 16, 1998.

(16) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Alliance Capital Management L.P. dated
December 17, 1997, incorporated by reference to Registrant's
Post-Effective Amendment No. 12 filed with the Securities and
Exchange Commission on January 16, 1998.

(17) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Goldman Sachs Asset Management dated
December 17, 1997, incorporated by reference to Registrant's
Post-Effective Amendment No. 13 filed with the Securities and
Exchange Commission on March 27, 1998.

(18) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and J.P. Morgan Investment Management Inc.
dated December 17, 1997, incorporated by reference to
Registrant's Post-Effective Amendment No. 12 filed with the
Securities and Exchange Commission on January 16, 1998.

(19) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Lazard Asset Management dated December 17,
1997, incorporated by reference to Registrant's Post-Effective
Amendment No. 12 filed with the Securities and Exchange
Commission on January 16, 1998.

(20) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Pacific Investment Management Company dated
December 17, 1997, incorporated by reference to Registrant's
Post-Effective Amendment No. 12 filed with the Securities and
Exchange Commission on January 16, 1998.

(21) Amendment dated December 17, 1997 to Investment
Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Salomon Brothers Asset Management Inc dated
February 8, 1995, incorporated by reference to Registrant's
Post-Effective Amendment No. 12 filed with the Securities and
Exchange Commission on January 16, 1998.

(22) Sub-Advisory Agreement between Jackson National Financial
Services, Inc. and Standard & Poor's Investment Advisory
Services, Inc. dated March 2, 1998, incorporated by reference
to Registrant's Post-Effective Amendment No. 14 filed with the
Securities and Exchange Commission on May 1, 1998.

(e) (1) Amended Fund Participation Agreement between Registrant,
Jackson National Life Insurance Company and Jackson National
Separate Account I dated September 19, 1995, incorporated by
reference to Registrant's Post-Effective Amendment No. 5 filed
with the Securities and Exchange Commission on June 28, 1996.

(2) Amendment dated August 7, 1996 to Amended Fund
Participation Agreement between JNL Series Trust, Jackson
National Life Insurance Company and Jackson National Separate
Account I dated September 19, 1995, incorporated by reference
to Registrant's Post-Effective Amendment No. 7 filed with the
Securities and Exchange Commission on September 13, 1996.

(3) Amendment dated April 18, 1997 to Amended Fund
Participation Agreement between JNL Series Trust, Jackson
National Life Insurance Company and Jackson National Separate
Account I dated September 19, 1995, incorporated by reference
to Registrant's Post-Effective Amendment No. 11 filed with the
Securities and Exchange Commission on October 16, 1997.

(4) Fund Participation Agreement between Registrant, Jackson
National Life Insurance Company and Jackson National Separate
Account III dated March 16, 1998, incorporated by reference to
Registrant's Post-Effective Amendment No. 13 filed with the
Securities and Exchange Commission on March 27, 1998.

(5) Amendment dated March 16, 1998 to Amended Fund
Participation Agreement between JNL Series Trust, Jackson
National Life Insurance Company and Jackson National Separate
Account I dated September 19, 1995, incorporated by reference
to Registrant's Post-Effective Amendment No. 13 filed with the
Securities and Exchange Commission on March 27, 1998.

(6) Fund Participation Agreement between Registrant, Jackson
National Life Insurance Company of New York and JNLNY Separate
Account I dated March 16, 1998, incorporated by reference to
Registrant's Post-Effective Amendment No. 13 filed with the
Securities and Exchange Commission on March 27, 1998.

(f) Not Applicable

(g) Custodian Contract between Registrant and State Street Bank and Trust
Company dated September 16, 1996, incorporated by reference to Registrant's
Post-Effective Amendment No. 10 filed with the Securities and Exchange
Commission on April 15, 1997.

(h) Administration Agreement between Registrant and Jackson National Financial
Services, LLC dated January 1, 1999, attached hereto.

(i) To be filed by Amendment.

(j) To be filed by Amendment.

(k) Not Applicable

(l) Not Applicable

(m) Not Applicable

(n) Not Applicable

(o) Not Applicable

Item 24. Persons controlled by or under Common Control with Registrant.

Not Applicable.

Item 25. Indemnification.

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

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

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

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

Item 26. Business and Other Connections of Investment Adviser.

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

Alliance Capital Management L.P., Eagle Asset Management,
Inc., Fred Alger Management, Inc., Goldman Sachs Asset
Management, Janus Capital Corporation, J.P. Morgan Investment
Management Inc., Lazard Asset Management, Pacific Investment
Management Company, PPM America, Inc., Putnam Investment
Management, Inc., Salomon Brothers Asset Management Inc,
Salomon Brothers Asset Management Limited, Standard & Poor's
Investment Advisory Services, Inc., State Street Global
Advisors, T. Rowe Price Associates, Inc., and Rowe
Price-Fleming International, Inc., the sub-advisers of certain
series of the Trust, are primarily engaged in the business of
rendering investment advisory services. Reference is made to
the most recent Form ADV and schedules thereto on file with
the Commission for a description of the names and employment
of the directors and officers of the sub-advisers and other
required information:

File No.
Alliance Capital Management L.P. 801-32361
Eagle Asset Management, Inc. 801-21343
Fred Alger Management, Inc. 801-06709
Goldman Sachs Asset Management 801-16048
Janus Capital Corporation 801-13991
J.P. Morgan Investment Management Inc. 801-21011
Lazard Asset Management 801-6568
Pacific Investment Management Company 801-48187
PPM America, Inc. 801-40783
Putnam Investment Management, Inc. 801-7974
Salomon Brothers Asset Management Inc 801-32046
Standard & Poor's Investment Advisory
Services, Inc. 801-51431
T. Rowe Price Associates, Inc. 801-856
Rowe Price-Fleming International, Inc. 801-14713
Salomon Brothers Asset Management Limited 801-43335

Item 27. Principal Underwriters.

Not Applicable.

Item 28. Location of Accounts and Records

Certain accounts, books and other documents required to be
maintained pursuant to Rule 31a-1(b)(4), (5), (6), (7), (9),
(10), and (11) are in the physical possession of the
Registrant at 5901 Executive Drive, Lansing, Michigan 48911;
certain accounts, books and other documents required to be
maintained pursuant to Rule 31a-1(b)(4), (5), (6), (7), (9),
(10), and (11) are in the physical possession of the
Registrant at 225 West Wacker Drive, Suite 1200, Chicago,
Illinois 60606; all other books, accounts and other documents
required to be maintained under Section 31(a) of the
Investment Company Act of 1940 and the Rules promulgated
thereunder are in the physical possession of State Street Bank
and Trust Company, 105 Rosemont Road, Westwood, Massachusetts
02090.

Item 21. Management Services.

Not Applicable.

Item 30. Undertakings.

Not Applicable.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Lansing and the State of Michigan on the 4th day
of November, 1998.

JNL SERIES TRUST

By: /s/ Andrew B. Hopping
-------------------------
by Thomas J. Meyer*
Andrew B. Hopping
President, CEO and
Trustee

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

/s/ Andrew B. Hopping November 4, 1998
- --------------------- President, CEO and ----------------
by Thomas J. Meyer* Trustee
Andrew B. Hopping

/s/ Robert A. Fritts November 4, 1998
- -------------------- Vice President, ----------------
by Thomas J. Meyer* Treasurer, CFO and Trustee
Robert A. Fritts

/s/ Joseph Frauenheim November 4, 1998
- --------------------- ----------------
by Thomas J. Meyer* Trustee
Joseph Frauenheim

/s/ Richard McLellan November 4, 1998
- -------------------- ----------------
by Thomas J. Meyer* Trustee
Richard McLellan

/s/ Peter McPherson November 4, 1998
- ------------------- ----------------
by Thomas J. Meyer* Trustee
Peter McPherson

* Attorney In Fact

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors of JNL
SERIES TRUST, a Massachusetts business trust, which has filed or will file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, as amended, various Registration
Statements and amendments thereto for the registration under said Acts of the
sale of shares of beneficial interest of JNL Series Trust, hereby constitute and
appoint Andrew B. Hopping, Thomas J. Meyer and Robert P. Saltzman, his attorney,
with full power of substitution and resubstitution, for and in his name, place
and stead, in any and all capacities to approve and sign such Registration
Statements and any and all amendments thereto and to file the same, with all
exhibits thereto and other documents, granting unto said attorneys, each of
them, full power and authority to do and perform all and every act and thing
requisite to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that which said attorneys, or any of them, may lawfully
do or cause to be done by virtue hereof. This instrument may be executed in one
or more counterparts.

IN WITNESS WHEREOF, the undersigned have herewith set their names as of the
dates set forth below.

/s/ Andrew B. Hopping February 11, 1999
- --------------------- -----------------
Andrew B. Hopping Date

/s/ Robert A. Fritts February 11, 1999
- --- ---------------- -----------------
Robert A. Fritts Date

/s/ Joseph Frauenheim February 11, 1999
- --------------------- -----------------
Joseph Frauenheim Date

/s/ Richard McLellan February 11, 1999
- -------------------- -----------------
Richard McLellan Date

/s/ Peter McPherson February 11, 1999
- ------------------- -----------------
Peter McPherson Date
<PAGE>
EXHIBIT LIST

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

23.(h) Administration Agreement between Registrant and Jackson
National Financial Services, LLC dated January 1, 1999,
attached hereto as EX-99.B9.

EX-99-B-9

ADMINISTRATION AGREEMENT

This Agreement is made as of January 1, 1999, between JNL Series Trust, a
Massachusetts business trust ("Trust"), and Jackson National Financial Services,
LLC, a Michigan limited liability company ("Administrator").

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end management investment company and has
established several separate series of shares ("Series"), with each Series
having its own assets and investment policies; and

WHEREAS, the Trust desires to retain the Administrator to furnish administrative
services to each Series listed in Schedule A attached hereto, and to such other
Series of the Trust hereinafter established as agreed to from time to time by
the parties, evidenced by an addendum to Schedule A (hereinafter "Series" shall
refer to each Series which is subject to this Agreement and all agreements and
actions described herein to be made or taken by a Series shall be made or taken
by the Trust on behalf of the Series), and the Administrator is willing to
furnish such services,

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

1. SERVICES OF THE ADMINISTRATOR

1.1 Administrative Services. The Administrator shall supervise each Series'
business and affairs and shall provide such services required for effective
administration of such Series as are not provided by employees or other agents
engaged by such Series; provided, that the Administrator shall not have any
obligation to provide under this Agreement any direct or indirect services to a
Series' shareholders, any services related to the distribution of a Series'
shares, or any other services that are the subject of a separate agreement or
arrangement between a Series and the Administrator. Subject to the foregoing, in
providing administrative services hereunder, the Administrator shall:

1.1.1 Office Space, Equipment and Facilities. Furnish without cost to
each Series, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Series' needs;

1.1.2 Personnel. Provide, without remuneration from or other cost to
each Series, the services of individuals competent to perform all of the Series'
executive, administrative and clerical functions that are not performed by
employees or other agents engaged by the Series or by the Administrator acting
in some other capacity pursuant to a separate agreement or arrangement with the
Series;

1.1.3 Agents. Assist each Series in selecting and coordinating the
activities of the other agents engaged by the Series, including the Series'
custodian, independent auditors and legal counsel;

1.1.4 Trustees and Officers. Authorize and permit the Administrator's
directors, officers or employees who may be elected or appointed as trustees or
officers of the Trust to serve in such capacities, without remuneration from or
other cost to the Trust or any Series;

1.1.5 Books and Records. Ensure that all financial, accounting and
other records required to be maintained and preserved by each Series are
maintained and preserved by it or on its behalf in accordance with applicable
laws and regulations; and

1.1.6 Reports and Filings. Assist in the preparation of all periodic
reports by each Series to shareholders of such Series and all reports and
filings required to maintain the registration and qualification of the Series
and the Series' shares, or to meet other regulatory or tax requirements
applicable to the Series, under federal and state securities and tax laws.

2. EXPENSES OF EACH SERIES

2.1 Expenses to Be Paid by the Administrator. If the Administrator pays or
assumes any expenses of the Trust or a Series not required to be paid or assumed
by the Administrator under this Agreement, the Administrator shall not be
obligated hereby to pay or assume the same or any similar expense in the future;
provided, that nothing herein contained shall be deemed to relieve the
Administrator of any obligation to the Trust or to a Series under any separate
agreement or arrangement between the parties.

2.1.1 Custody. All charges of depositories, custodians, and other
agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property;

2.1.2 Shareholder Servicing. All expenses of maintaining and servicing
shareholder accounts, including, but not limited to, the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged by
a Series to service shareholder accounts;

2.1.3 Shareholder Reports. All expenses of preparing, setting type,
printing and distributing reports and other communications to shareholders of a
Series;

2.1.4 Prospectuses. All expenses of preparing, setting in type,
printing and mailing annual or more frequent revisions of a Series' Prospectus
and SAI and any supplements thereto and of supplying them to shareholders of the
Series and Account holders;

2.1.5 Pricing and Series Valuation. All expenses of computing a Series'
NAV per share, including any equipment or services obtained for the purpose of
pricing shares or valuing the Series' investments;

2.1.6 Communications. All charges for equipment or services used for
communications between the Administrator or the Series and any custodian,
shareholder servicing agent, accounting services agent, or other agent engaged
by a Series;

2.1.7 Legal and Accounting Fees. All charges for services and expenses
of a Series' legal counsel and independent auditors;

2.1.8 Trustees' Fees and Expenses. All compensation of Trustees, all
expenses incurred in connection with such Trustees' services as Trustees, and
all other expenses of meetings of the Trustees or committees thereof;

2.1.9 Shareholder Meetings. All expenses incidental to holding meetings
of shareholders, including the printing of notices and proxy materials, and
proxy solicitation therefor;

2.1.10 Bonding and Insurance. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable by
the Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Series in a
manner approved by the Trustees;

2.1.11 Trade Association Fees. Its proportionate share of all fees,
dues and other expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

2.1.12 Salaries. All salaries, expenses and fees of the officers,
trustees, or employees of the Trust who are officers, directors or employees of
the Administrator.

2.2 Expenses to Be Paid by the Series. Each Series shall bear all expenses of
its operation, except those specifically allocated to the Administrator under
this Agreement or under any separate agreement between such Series and the
Administrator. Expenses to be borne by such Series shall include both expenses
directly attributable to the operation of that Series and the offering of its
shares, as well as the portion of any expenses of the Trust that is properly
allocable to such Series in a manner approved by the Trustees of the Trust
("Trustees"). Subject to any separate agreement or arrangement between the Trust
of a Series and the Administrator, the expenses hereby allocated to each Series,
and not to the Administrator, include, but are not limited to:

2.2.1 Federal Registration Fees. All fees and expenses of registering
and maintaining the registration of the Trust and each Series under the 1940 Act
and the registration of each Series' shares under the Securities Act of 1933
(the "1933 Act");

2.2.2 State Registration Fees. All fees and expenses of qualifying and
maintaining the qualification of the Trust and each Series and of each Series'
shares for sale under securities laws of various states or jurisdictions, and of
registration and qualification of each Series under all other laws applicable to
a Series or its business activities (including registering the Series as a
broker-dealer, or any officer of the Series or any person, as agent or salesman
of the Series in any state), if applicable;

2.2.3 Brokerage Commissions. All brokers' commissions and other charges
incident to the purchase, sale or lending of a Series' securities;

2.2.4 Taxes. All taxes or governmental fees payable by or with respect
to a Series to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;

2.2.5 Nonrecurring and Extraordinary Expenses. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions, suits, or
proceedings to which the Series is a party and the expenses a Series may incur
as a result of its legal obligation to provide indemnification to the Trust's
officers, Trustees and agents;

2.2.6 Investment Advisory Services. Any fees and expenses for
investment advisory services that may be incurred or contracted for by a Series.

3. ADMINISTRATION FEE

3.1 Fee. As compensation for all services rendered, facilities provided and
expenses paid or assumed by the Administrator to or for each Series under this
Agreement, such Series shall pay the Administrator an annual fee as set out in
Schedule B to this Agreement.

3.2 Computation and Payment of Fee. The administration fee shall accrue on each
calendar day; and shall be payable monthly on the first business day of the next
succeeding calendar month. The daily fee accruals for each Series shall be
computed by multiplying the fraction of one divided by the number of days in the
calendar year by the applicable annual administration fee rate (as set forth in
Schedule B hereto), and multiplying the product by the NAV of such Series,
determined in the manner set forth in such Series' then-current Prospectus, as
of the close of business on the last preceding business day on which such
Series' NAV was determined.

4. OWNERSHIP OF RECORDS

All records required to be maintained and preserved by each Series pursuant to
the provisions or rules or regulations of the Securities and Exchange Commission
("SEC") under section 31(a) of the 1940 Act and maintained and preserved by the
Administrator on behalf of such Series are the property of such Series and shall
be surrendered by the Administrator promptly on request by the Series; provided,
that the Administrator may at its own expense make and retain copies of any such
records.

5. REPORTS TO ADMINISTRATOR

Each Series shall furnish or otherwise make available to the Administrator such
copies of that Series' Prospectus, SAI, financial statements, proxy statements,
reports, and other information relating to its business and affairs as the
Administrator may, at any time or from time to time, reasonably require in order
to discharge its obligations under this Agreement.

6. REPORTS TO EACH SERIES

The Administrator shall prepare and furnish to each Series such reports,
statistical data and other information in such form and at such intervals as
such Series may reasonably request.

7. OWNERSHIP OF SOFTWARE AND RELATED MATERIALS

All computer programs, written procedures and similar items developed or
acquired and used by the Administrator in performing its obligations under this
Agreement shall be the property of the Administrator, and no Series will acquire
any ownership interest therein or property rights with respect thereto.

8. CONFIDENTIALITY

The Administrator agrees, on its own behalf and on behalf of its employees,
agents and contractors, to keep confidential any and all records maintained and
other information obtained hereunder which relate to any Series or to any of a
Series' former, current or prospective shareholders, except that the
Administrator may deliver records or divulge information (a) when requested to
do so by duly constituted authorities after prior notification to and approval
in writing by such Series (which approval will not be unreasonably withheld and
may not be withheld by such Series where the Administrator advises such Series
that it may be exposed to civil or criminal contempt proceeding or other
penalties for failure to comply with such request) or (b) whenever requested in
writing to do so by such Series.

9. THE ADMINISTRATOR'S ACTIONS IN RELIANCE ON SERIES' INSTRUCTIONS, LEGAL
OPINIONS, ETC.; SERIES' COMPLIANCE WITH LAWS.

9.1 The Administrator may at any time apply to an officer of the Trust for
instructions, and may consult with legal counsel for a Series or with the
Administrator's own legal counsel, in respect of any matter arising in
connection with this Agreement; and the Administrator shall not be liable for
any action taken or omitted to be taken in good faith and with due care in
accordance with such instructions or with the advice or opinion of such legal
counsel. The Administrator shall be protected in acting upon any such
instructions, advice, or opinion and upon any other paper or document delivered
by a Series or such legal counsel which the Administrator believes to be genuine
and to have been signed by the proper person or persons, and the Administrator
shall not be held to have notice of any change of status or authority of any
officer or representative of the Trust, until receipt of written notice thereof
from the Trust.

9.2 Except as otherwise provided in this Agreement or in any separate agreement
between the parties and except for the accuracy of information furnished to each
Series by the Administrator, each Series assumes full responsibility for the
preparation, contents, filing and distribution of its Prospectus and SAI, and
full responsibility for other documents or actions required for compliance with
all applicable requirements of the 1940 Act, the Securities Exchange Act of
1934, the 1933 Act, and any other applicable laws, rules and regulations of
governmental authorities having jurisdiction over such Series.

10. SERVICES TO OTHER CLIENTS

Nothing herein contained shall limit the freedom of the Administrator or any
affiliated person of the Administrator to render administrative or shareholder
services to other investment companies, to act as administrator to other
persons, firms, or corporations, or to engage in other business activities.

11. LIMITATION OF LIABILITY REGARDING THE TRUST

The Administrator shall look only to the assets of each Series for performance
of this Agreement by the Trust on behalf of such Series, and neither the
Trustees of the Trust nor any of the Trust's officers, employees or agents,
whether past, present or future shall be personally liable therefor.

12. INDEMNIFICATION BY SERIES

Each Series shall indemnify the Administrator and hold it harmless from and
against any and all losses, damages and expenses, including reasonable
attorneys' fees and expenses, incurred by the Administrator that result from (i)
any claim, action, suit or proceeding in connection with the Administrator's
entry into or performance of this Agreement with respect to such Series; or (ii)
any action taken or omission to act committed by the Administrator in the
performance of its obligations hereunder with respect to such Series; or (iii)
any action of the Administrator upon instructions believed in good faith by it
to have been executed by a duly authorized officer or representative of the
Trust with respect to such Series; provided, that the Administrator shall not be
entitled to such indemnification in respect of actions or omissions constituting
negligence or misconduct on the part of the Administrator or its employees,
agents or contractors. Before confessing any claim against it which may be
subject to indemnification by a Series hereunder, the Administrator shall give
such Series reasonable opportunity to defend against such claim in its own name
or in the name of the Administrator.

13. INDEMNIFICATION BY THE ADMINISTRATOR

The Administrator shall indemnify each Series and hold it harmless from and
against any and all losses, damages and expenses, including reasonable
attorneys' fees and expenses, incurred by such Series which result form (i) the
Administrator's failure to comply with the terms of this Agreement with respect
to such Series; or (ii) the Administrator's lack of good faith in performing its
obligations hereunder with respect to such Series; or (iii) the Administrator's
negligence or misconduct or its employees, agents or contractors in connection
herewith with respect to such Series. A Series shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
misconduct on the part of that series or its employees, agents or contractors
other than the Administrator, unless such negligence or misconduct results from
or is accompanied by negligence or misconduct on the part of the Administrator,
any affiliated person of the Administrator, or any affiliated person of an
affiliated person of the Adminsitrator. Before confessing any claim against it
which may be subject to indemnification hereunder, a Series shall give the
Administrator reasonable opportunity to defend against such claim in its own
name or the name of the Series.

14. EFFECT OF AGREEMENT

Nothing herein contained shall be deemed to require the Trust or any Series to
take any action contrary to the Trust Instrument or By-laws of the Trust or any
applicable law, regulation or order to which it is subject or by which it is
bound, or to relieve or deprive the Trustees of their responsibility for and
control of the conduct of the business and affairs of the Series or the Trust.

15. TERM OF AGREEMENT

The term of this Agreement shall begin on the date first above written with
respect to each Series listed in Schedule A on the date hereof and, unless
sooner terminated as hereinafter provided, this Agreement shall remain in effect
through January 4, 2001. With respect to each Series added by execution of an
Addendum to Schedule A, the term of this Agreement shall begin on the date of
such execution and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect to the date two years after such execution.
Thereafter, in each case this Agreement shall continue in effect with respect to
each Series from year to year, subject to the termination provisions and all
other terms and conditions hereof; provided, such continuance with respect to a
Series is approved at least annually by vote or written consent of the Trustees,
including a majority of the Trustees who are not interested persons of either
party hereto ("Disinterested Trustees"); and provided further, that neither
party has terminated the Agreement in accordance with Section 17. The
Administrator shall furnish any Series, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment thereof.

16. AMENDMENT OR ASSIGNMENT OF AGREEMENT

Any amendment to this Agreement shall be in writing signed by the parties
hereto; provided, that no such amendment shall be effective unless authorized on
behalf of any Series (i) by resolution of the Trustees, including the vote or
written consent of a majority of the Disinterested Trustees, or (ii) by vote of
a majority of the outstanding voting securities of such Series. This Agreement
shall terminate automatically and immediately in the event of its assignment;
provided, that with the consent of a Series, the Administrator may subcontract
to another person any of its responsibilities with respect to such Series.

17. TERMINATION OF AGREEMENT

This Agreement may be terminated at any time by either party hereto, without the
payment of any penalty, upon at least sixty days' prior written notice to the
other party; provided, that in the case of termination by any Series, such
action shall have been authorized (i) by resolution of the Trustees, including
the vote or written consent of the Disinterested Trustees, or (ii) by vote of a
majority of the outstanding voting securities of such Series.

18. USE OF NAME

Each Series hereby agrees that if the Administrator shall at any time for any
reason cease to serve as administrator to a Series, such Series shall, if and
when requested by the Administrator, thereafter refrain from using the name
"Jackson National Financial Services, LLC" or the initials "JNFS" in connection
with its business or activities, and the foregoing agreement of each Series
shall survive any termination of this Agreement and any extension or renewal
thereof.

19. INTERPRETATION AND DEFINITION OF TERMS

Any question of interpretation of any term or provision of this Agreement having
a counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested persons,"
"assignment" and affiliated person," as used in this Agreement shall have the
meanings assigned to them by section 2(a) of the 1940 Act. In addition, when the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by rule, regulation or order of
the SEC, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.

20. CHOICE OF LAW

This Agreement is made and to be principally performed in the State of Illinois,
and except insofar as the 1940 Act or other federal laws and regulations may be
controlling, this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois.

21. CAPTIONS

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

22. EXECUTION ON COUNTERPARTS

This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the day and year first above written.

JNL SERIES TRUST

Attest: /s/ Thomas J. Meyer By: /s/ Andrew B. Hopping
------------------- ---------------------
Thomas J. Meyer Andrew B. Hopping
Secretary President

JACKSON NATIONAL FINANCIAL
SERVICES, LLC

Attest: /s/ Amy D. Eisenbeis By: /s/ Mark D. Nerud
-------------------- ---------------------
Amy D. Eisenbeis Mark D. Nerud
Secretary Chief Financial Officer

<PAGE>

SCHEDULE A
DATED JANUARY 4, 1999

JNL/Alger Growth Series
JNL/Alliance Growth Series
JNL/Eagle Core Equity Series
JNL/Eagle SmallCap Equity Series
JNL/J.P. Morgan Enhanced S&P 500 Index Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
JNL/S&P Conservative Growth Series I
JNL/S&P Moderate Growth Series I
JNL/S&P Aggressive Growth Series I
JNL/S&P Very Aggressive Growth Series I
JNL/S&P Equity Growth Series I
JNL/S&P Equity Aggressive Growth Series I
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
JNL/S&P Equity Aggressive Growth Series II
JNL/S&P Aggressive Growth Index Series
JNL/S&P Conservative Growth Index Series
JNL/S&P Moderate Growth Index Series
JNL/SSGA Enhanced Intermediate Bond Index Series
JNL/SSGA International Index Series
JNL/SSGA Russell 2000 Index Series
JNL/SSGA S&P 500 Index Series
JNL/SSGA S&P MidCap Index Series
Goldman Sachs/JNL Growth & Income Series
Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
Salomon Brothers/JNL U.S. Government & Quality Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series

<PAGE>

SCHEDULE B
DATED JANUARY 4, 1999

Series Fee
------ ---
JNL/Alger Growth Series .10%
JNL/Alliance Growth Series .10%
JNL/Eagle Core Equity Series .10%
JNL/Eagle SmallCap Equity Series .10%
JNL/J.P. Morgan Enhanced S&P 500 Index Series .10%
JNL/J.P. Morgan International & Emerging Markets Series .10%
JNL/Janus Aggressive Growth Series .10%
JNL/Janus Capital Growth Series .10%
JNL/Janus Global Equities Series .10%
JNL/PIMCO Total Return Bond Series .10%
JNL/Putnam Growth Series .10%
JNL/Putnam Value Equity Series .10%
JNL/S&P Conservative Growth Series I .00%
JNL/S&P Moderate Growth Series I .00%
JNL/S&P Aggressive Growth Series I .00%
JNL/S&P Very Aggressive Growth Series I .00%
JNL/S&P Equity Growth Series I .00%
JNL/S&P Equity Aggressive Growth Series I .00%
JNL/S&P Conservative Growth Series II .00%
JNL/S&P Moderate Growth Series II .00%
JNL/S&P Aggressive Growth Series II .00%
JNL/S&P Very Aggressive Growth Series II .00%
JNL/S&P Equity Growth Series II .00%
JNL/S&P Equity Aggressive Growth Series II .00%
JNL/S&P Aggressive Growth Index Series .00%
JNL/S&P Conservative Growth Index Series .00%
JNL/S&P Moderate Growth Index Series .00%
JNL/SSGA Enhanced Intermediate Bond Index Series .20%
JNL/SSGA International Index Series .10%
JNL/SSGA Russell 2000 Index Series .10%
JNL/SSGA S&P 500 Index Series .10%
JNL/SSGA S&P MidCap Index Series .10%
Goldman Sachs/JNL Growth & Income Series .10%
Lazard/JNL Small Cap Value Series .10%
Lazard/JNL Mid Cap Value Series .10%
PPM America/JNL Balanced Series .10%
PPM America/JNL High Yield Bond Series .10%
PPM America/JNL Money Market Series .10%
Salomon Brothers/JNL Balanced Series .10%
Salomon Brothers/JNL Global Bond Series .10%
Salomon Brothers/JNL High Yield Bond Series .10%
Salomon Brothers/JNL U.S. Government & Quality Bond Series .10%
T. Rowe Price/JNL Established Growth Series .10%
T. Rowe Price/JNL International Equity Investment Series .10%
T. Rowe Price/JNL Mid-Cap Growth Series .10%