JNL SERIES TRUST
485APOS, 2000-02-14
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As filed with the Securities and Exchange Commission on February 14, 2000

                                              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.   19                             [X]
                                       ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.    20                                           [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 May 1, 2000 pursuant to paragraph (b)
- ---
        60 days after filing pursuant to paragraph (a)(1)
- ---
        on (date)pursuant  to paragraph (a)(1)
- ---
 X      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 SERIES TRUST
                    REFERENCE TO ITEMS REQUIRED BY FORM N-1A

                                                Caption in Prospectus or
                                                Statement of Additional
                                                Information relating to
N-1A Item                                       each Item
- ---------                                       ------------------------

Part A.  Information Required in a Prospectus   Prospectus
- -------  ------------------------------------   ----------

1.   Front and Back Cover Pages                 Front and Back Cover Pages

2.   Risk/Return Summary:  Investments,         About the Series of the Trust
     Risks, and Performance

3.   Risk/Return Summary:  Fee Table            Not Applicable

4.   Investment Objectives, Principal           About the Series of the Trust
     Investment Strategies, and Related Risks

5.   Management's Discussion of Fund            Not Applicable
     Performance

6.   Management, Organization and Capital       Management of the Trust;
     Structure                                  About the Series of the Trust

7.   Shareholder Information                    Investment of Trust Shares;
                                                Share Redemption; Tax Status

8.   Distribution Arrangements                  Not Applicable

9.   Financial Highlights Information           Financial Highlights


         Information Required in a Statement    Statement of
Part B.  of Additional Information              Additional Information
- -------  -------------------------              ----------------------

10.  Cover Page and Table Of Contents           Cover Page and Table of Contents

11.  Fund History                               General Information and History

12.  Description of the Fund and Its            Common Types of Investments and
     Investments and Risks                      Management Practices; Additional
                                                Risk Considerations; Investment
                                                Restrictions Applicable to All
                                                Series

13.  Management of the Fund                     Management of the Trust

14.  Control Persons and Principal Holders      Management of the Trust
     of Securities

15.  Investment Advisory and Other Services     Investment Advisory and Other
                                                Services

16.  Brokerage Allocation and Other Practices   Investment Advisory and Other
                                                Services

17.  Capital Stock and Other Securities         Purchases, Redemptions and
                                                Pricing of Shares; Additional
                                                Information

18.  Purchase, Redemption and Pricing of        Purchases, Redemptions and
     Shares                                     Pricing of Shares

19.  Taxation of the Fund                       Tax Status

20.  Underwriters                               Not Applicable

21.  Calculation of Performance Data            Performance

22.  Financial Statements                       Financial Statements

Part C.
- -------

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Amendment to the Registration Statement.
<PAGE>

                               JNL(R) SERIES TRUST





                                   PROSPECTUS


                                   May 1, 2000

<PAGE>

                               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  and variable  life  insurance
policies.  Shares of the Trust may also be sold directly to qualified retirement
plans. The Trust currently offers shares in the following separate Series,  each
with its own investment objective.




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 Stock Index Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Balanced Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam International Equity Series
JNL/Putnam Mid-Cap 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
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 Mid-Cap Growth Series
T. Rowe Price/JNL Value Series


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.


"Standard & Poor's(R)",  "S&P(R)", "S&P 500(R)", "Standard & Poor's 500", "500",
"S&P MidCap 400 Index" and  "Standard & Poor's 400 Index" are  trademarks of The
McGraw-Hill  Companies,  Inc. and have been licensed for use by Jackson National
Life  Insurance  Company.  The JNL/J.P.  Morgan  Enhanced S&P 500 Index  Series,
JNL/SSGA  S&P 500 Index  Series and  JNL/SSGA  S&P MidCap  Index  Series are not
sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's
makes no  representation  regarding the advisability of investing in the Series.
Among the fund options considered are index funds based on the S&P 500 and other
indexes that are published by S&P's affiliate. This affiliate typically receives
license  fees from the issuers of such funds,  some of which may be based on the
amount of assets  invested in the fund.  Please see the  Statement of Additional
Information which sets forth certain  additional  disclaimers and limitations of
liabilities on behalf of S&P.

For more detailed  information  about the Trust and the Series,  see the Trust's
Statement of Additional  Information  (SAI),  which is incorporated by reference
into this prospectus.

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

                                TABLE OF CONTENTS


I.  ABOUT THE SERIES OF THE TRUST

INCLUDES A DESCRIPTION OF EACH SERIES,  ITS INVESTMENT  STRATEGIES AND PRINCIPAL
RISKS; HISTORIC PERFORMANCE;  PERFORMANCE MEASURED AGAINST A RELEVANT BENCHMARK;
HIGHEST AND LOWEST PERFORMING QUARTER`S; EXPENSES; AND MANAGEMENT OF THE SERIES.

II.   MANAGEMENT OF THE TRUST

MANAGEMENT OF THE SERIES; SERIES EXPENSES; SUB-ADVISORY ARRANGEMENTS; INVESTMENT
OF TRUST SHARES; SHARE REDEMPTION; AND TAX STATUS.

III.  FINANCIAL HIGHLIGHTS

THE FINANCIAL  HIGHLIGHTS  TABLES WILL HELP YOU  UNDERSTAND A SERIES'  FINANCIAL
PERFORMANCE FOR THE PAST FIVE YEARS, OR FOR THE SHORTER LIFE OF THE SERIES.



<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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

13.41%            26.20%            45.66%           33.80%

[Insert Chart]

1996              1997              1998             1999

During the period covered,  the Series' highest quarterly return was 25.65% (4th
quarter of 1998) and its lowest  quarterly  return  was -7.37%  (3rd  quarter of
1998).
Average Annual Total Returns as of December 31, 1999
- ----------------------------------------------------

                                                     1 year      Life of Series*


JNL/Alger Growth Series                               33.80%     27.08%
S&P 500 Index                                         21.04%     26.67%


The  S&P 500  Index  is a  broad-based,  unmanaged  index.  * The  Series  began
operations on October 16, 1995.


SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.07%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.07%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $109
- --------------------------------------------------------------------------------
3 Years                                                           $340
- --------------------------------------------------------------------------------
5 Years                                                           $590
- --------------------------------------------------------------------------------
10 Years                                                        $1,306
- --------------------------------------------------------------------------------


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 1
World Trade Center,  Suite 9333, New York, New York 10048.  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.
<PAGE>
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 primarily in high-quality U.S.
companies, generally those of large market capitalization. The Series may invest
a portion of its assets in foreign securities. 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.  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 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid securities markets.  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.  Foreign
               accounting  may  be  less  revealing  than  American   accounting
               practices.  Foreign  regulation  may be  inadequate or irregular.
               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 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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
28.23%
[Insert Chart]
1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
17.69%  (4th  quarter of 1999) and its lowest  quarterly  return was -5.30% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999


                                                     1 year      Life of Series*
JNL/Alliance Growth Series                            28.23%     33.64%
S&P 500 Index                                         21.04%     21.78%

The S&P 500 Index is a broad-based, unmanaged index.
*The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     .875%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            .875%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $89
- --------------------------------------------------------------------------------
3 Years                                                           $279
- --------------------------------------------------------------------------------
5 Years                                                           $485
- --------------------------------------------------------------------------------
10 Years                                                        $1,078
- --------------------------------------------------------------------------------


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,  and Syed Hasnain,  Senior
Vice  President and Large Cap Growth  Portfolio  Manager of Alliance,  share the
responsibility  for the day-to-day  management of the Series.  Mr. Reilly joined
Alliance  in 1984.  Mr.  Hasnain  joined  Alliance in 1993.  Mr.  Reilly has had
responsibility  for the day-to-day  management of the Series since the inception
of the  Series.  Mr.  Hasnain  has  shared  responsibility  for  the  day-to-day
management of the Series since January 1999.
<PAGE>
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.   The
               sub-adviser seeks securities of companies which:

               --   have projected  earnings growth and return on equity greater
                    than 15%,

               --   are dominant in their industries, and

               --   have  the  ability  to  create  and  sustain  a  competitive
                    advantage.

          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.  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  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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

32.35%            16.54%            23.55%

[Insert Chart]

1997              1998              1999


In the periods  shown in the chart,  the Series'  highest  quarterly  return was
18.43% (4th  quarter of 1998) and its lowest  quarterly  return was -10.99% (3rd
quarter of 1998).


Average Annual Total Returns as of December 31,1999
                                                     1 year Life of Series*

JNL/Eagle Core Equity Series                          23.55%     23.96%
S&P 500 Index                                         21.04%     28.10%



The  S&P 500  Index  is a  broad-based,  unmanaged  index.  * The  Series  began
operations on September 16, 1996.


SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.99%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.99%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $101
- --------------------------------------------------------------------------------
3 Years                                                           $315
- --------------------------------------------------------------------------------
5 Years                                                           $547
- --------------------------------------------------------------------------------
10 Years                                                        $1,213
- --------------------------------------------------------------------------------


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  looks for securities of companies
which  have an  exceptional  management  team and which  have the  potential  to
increase market share and drive earnings per share growth. 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 is a wholly owned subsidiary of Raymond James
Financial,  Inc.  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.  Mr. Ashi  Parikh,  Managing  Director  and  Portfolio
Manager,  is  responsible  for the  day-to-day  management  of the growth equity
strategy.  Mr.  Parikh  joined  Eagle in April 1999,  after  serving as Managing
Director at Banc One Investment Advisers in Columbus,  Ohio. Mr. Lou Kirschbaum,
Senior Vice  President and Portfolio  Manager and Mr. David Blount,  Senior Vice
President  and  Portfolio  Manager,  as  co-managers,  are  responsible  for the
day-to-day management of both the value equity and the equity income strategies.
They assumed  responsibility for the value equity strategy in January 1999; they
have been  responsible for the equity income strategy since the inception of the
Series.  Mr.  Kirschbaum  has been with Eagle since 1986,  and Mr. Blount joined
Eagle in 1993.
<PAGE>
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,  i.e., companies which, at the time of purchase,
typically have a market capitalization under $1 billion. The sub-adviser employs
a  bottom-up  approach  to  identify  rapidly  growing,  under-researched  small
capitalization companies that appear to be undervalued in relation to their long
term earnings growth rate or asset value. The sub-adviser  generally  invests in
companies which have accelerating  earnings,  reasonable  valuations  (typically
with a price-to-earnings ratio of no more than 75% of the earnings growth rate),
strong management that participates in the ownership of the company,  reasonable
debt,  and a high or expanding  return on equity.  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.


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  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.


          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, or may depend on the expertise of a few people 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

27.64%            1.18%             19.27%

[Insert Chart]

1997              1998              1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
29.40% (2nd  quarter of 1999) and its lowest  quarterly  return was -23.92% (3rd
quarter of 1998).


Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Eagle SmallCap Equity Series                      19.27      19.09%
Russell 2000 Index                                    21.35%     13.64%

The Russell 2000 Index is a broad-based, unmanaged index.
*  The Series began operations on September 16, 1996.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.05%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.05%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $107
- --------------------------------------------------------------------------------
3 Years                                                           $334
- --------------------------------------------------------------------------------
5 Years                                                           $579
- --------------------------------------------------------------------------------
10 Years                                                        $1,283
- --------------------------------------------------------------------------------


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.
<PAGE>

JNL/J.P. MORGAN ENHANCED S&P 500 STOCK INDEX SERIES

INVESTMENT OBJECTIVE.  The investment objective of the JNL/J.P.  Morgan Enhanced
S&P 500 Stock  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.  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 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.

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.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance for the Series has not been included because the Series had not been
in operation for a full fiscal year as of December 31, 1999.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .90%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .90%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $92
- --------------------------------------------------------------------------------
3 Years                                                           $287
- --------------------------------------------------------------------------------
5 Years                                                           $498
- --------------------------------------------------------------------------------
10 Years                                                        $1,108
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
STRUCTURED STOCK SELECTION COMPOSITE                                S&P 500
- ------------------------------------------------------------        ------------------------------------------------------------
Date         Monthly Quarterly   Annual   Trailing  Returns         Date       Monthly   Quarterly Annual    Trailing Returns
- --------     ------- --------   -------  -------------------        --------   -------   --------- ------   --------------------
<S> <C>        <C>       <C>      <C>    <C>           <C>          <C>         <C>        <C>     <C>      <C>          <C>
Nov-1989       2.00                      Quarter       12.28        Nov-1989      2.04                      Quarter       14.88
Dec-1989       2.34                      YTD           19.35        Dec-1989      2.40      2.06   31.69    YTD           21.04
Jan-1990      -6.11                      1 year        19.35        Jan-1990     -6.71                      1 year        21.04
Feb-1990       1.70                      2 years       25.75        Feb-1990      1.29                      2 years       24.75
Mar-1990       2.76     -1.88            3 years       28.43        Mar-1990      2.65     -3.01            3 years       27.56
Apr-1990      -2.62                      4 years       27.26        Apr-1990     -2.50                      4 years       26.39
May-1990       9.62                      5 years       29.42        May-1990      9.75                      5 years       28.55
Jun-1990      -0.43      6.29            6 years       24.52        Jun-1990     -0.68      6.29            6 years       23.55
Jul-1990      -0.44                      7 years       22.45        Jul-1990     -0.32                      7 years       21.53
Aug-1990      -8.64                      8 years       21.12        Aug-1990     -9.04                      8 years       19.70
Sep-1990      -5.51    -14.04            9 years       22.18        Sep-1990     -4.87    -13.74            9 years       20.85
Oct-1990      -0.95                      10 years      19.45        Oct-1990     -0.43                      10 years      18.21
Nov-1990       6.88                                                 Nov-1990      6.46
Dec-1990       2.73      8.75    -2.51                              Dec-1990      2.79      8.96   -3.11
Jan-1991       5.51                                                 Jan-1991      4.36
Feb-1991       8.02                                                 Feb-1991      7.15
Mar-1991       2.07     16.33                                       Mar-1991      2.42     14.53
Apr-1991       0.79                                                 Apr-1991      0.24
May-1991       4.93                                                 May-1991      4.31
Jun-1991      -5.45     -0.01                                       Jun-1991     -4.58     -0.23
Jul-1991       5.16                                                 Jul-1991      4.66
Aug-1991       2.30                                                 Aug-1991      2.37
Sep-1991      -2.32      5.09                                       Sep-1991     -1.67      5.35
Oct-1991       0.61                                                 Oct-1991      1.34
Nov-1991      -4.35                                                 Nov-1991     -4.03
Dec-1991      11.34      7.15    30.97                              Dec-1991     11.44      8.38   30.47
Jan-1992       0.43                                                 Jan-1992     -1.86
Feb-1992       2.05                                                 Feb-1992      1.29
Mar-1992      -1.62      0.83                                       Mar-1992     -1.95     -2.53
Apr-1992       3.15                                                 Apr-1992      2.94
May-1992       0.67                                                 May-1992      0.49
Jun-1992      -1.67      2.10                                       Jun-1992     -1.49      1.90
Jul-1992       4.01                                                 Jul-1992      4.09
Aug-1992      -2.33                                                 Aug-1992     -2.05
Sep-1992       1.03      2.64                                       Sep-1992      1.17      3.15
Oct-1992       0.31                                                 Oct-1992      0.34
Nov-1992       3.93                                                 Nov-1992      3.40
Dec-1992       1.91      6.23    12.25                              Dec-1992      1.23      5.03    7.62
Jan-1993       1.19                                                 Jan-1993      0.84
Feb-1993       0.78                                                 Feb-1993      1.36
Mar-1993       2.35      4.37                                       Mar-1993      2.11      4.37
Apr-1993      -2.83                                                 Apr-1993     -2.42
May-1993       2.90                                                 May-1993      2.68
Jun-1993       0.17      0.15                                       Jun-1993      0.29      0.49
Jul-1993      -0.61                                                 Jul-1993     -0.40
Aug-1993       3.76                                                 Aug-1993      3.79
Sep-1993      -0.82      2.28                                       Sep-1993     -0.77      2.58
Oct-1993       2.19                                                 Oct-1993      2.07
Nov-1993      -0.20                                                 Nov-1993     -0.95
Dec-1993       1.51      3.53    10.69                              Dec-1993      1.21      2.32   10.08
Jan-1994       4.05                                                 Jan-1994      3.40
Feb-1994      -2.98                                                 Feb-1994     -2.71
Mar-1994      -4.41     -3.50                                       Mar-1994     -4.36     -3.79
Apr-1994       2.17                                                 Apr-1994      1.28
May-1994       1.58                                                 May-1994      1.64
Jun-1994      -2.45      1.24                                       Jun-1994     -2.45      0.42
Jul-1994       3.54                                                 Jul-1994      3.28
Aug-1994       3.80                                                 Aug-1994      4.10
Sep-1994      -2.49      4.80                                       Sep-1994     -2.45      4.89
Oct-1994       2.54                                                 Oct-1994      2.25
Nov-1994      -3.61                                                 Nov-1994     -3.64
Dec-1994       1.46      0.28     2.67                              Dec-1994      1.48     -0.02    1.32
Jan-1995       2.92                                                 Jan-1995      2.59
Feb-1995       4.18                                                 Feb-1995      3.90
Mar-1995       2.98     10.43                                       Mar-1995      2.95      9.74
Apr-1995       2.58                                                 Apr-1995      2.94
May-1995       3.93                                                 May-1995      4.00
Jun-1995       2.23      8.99                                       Jun-1995      2.32      9.55
Jul-1995       3.47                                                 Jul-1995      3.32
Aug-1995       0.10                                                 Aug-1995      0.25
Sep-1995       4.26      7.99                                       Sep-1995      4.22      7.95
Oct-1995      -0.46                                                 Oct-1995     -0.36
Nov-1995       5.18                                                 Nov-1995      4.39
Dec-1995       1.78      6.55    38.47                              Dec-1995      1.93      6.02   37.58
Jan-1996       3.40                                                 Jan-1996      3.40
Feb-1996       1.98                                                 Feb-1996      0.93
Mar-1996       1.32      6.84                                       Mar-1996      0.96      5.37
Apr-1996       1.12                                                 Apr-1996      1.47
May-1996       2.31                                                 May-1996      2.58
Jun-1996       0.09      3.55                                       Jun-1996      0.38      4.49
Jul-1996      -4.51                                                 Jul-1996     -4.42
Aug-1996       2.25                                                 Aug-1996      2.11
Sep-1996       5.37      2.88                                       Sep-1996      5.63      3.09
Oct-1996       2.48                                                 Oct-1996      2.76
Nov-1996       8.07                                                 Nov-1996      7.56
Dec-1996      -1.78      8.77    23.81                              Dec-1996     -1.98      8.34   22.96
Jan-1997       6.27                                                 Jan-1997      6.25
Feb-1997       0.83                                                 Feb-1997      0.78
Mar-1997      -4.13      2.73                                       Mar-1997     -4.11      2.68
Apr-1997       5.58                                                 Apr-1997      5.97
May-1997       7.01                                                 May-1997      6.09
Jun-1997       4.64     18.22                                       Jun-1997      4.48     17.46
Jul-1997       8.33                                                 Jul-1997      7.96
Aug-1997      -5.13                                                 Aug-1997     -5.60
Sep-1997       4.83      7.74                                       Sep-1997      5.48      7.49
Oct-1997      -3.29                                                 Oct-1997     -3.34
Nov-1997       4.40                                                 Nov-1997      4.63
Dec-1997       1.40      2.38    33.95                              Dec-1997      1.72      2.87   33.36
Jan-1998       1.57                                                 Jan-1998      1.11
Feb-1998       7.15                                                 Feb-1998      7.21
Mar-1998       5.21     14.50                                       Mar-1998      5.12     13.95
Apr-1998       1.60                                                 Apr-1998      1.01
May-1998      -0.93                                                 May-1998     -1.72
Jun-1998       3.60      4.27                                       Jun-1998      4.06      3.30
Jul-1998      -0.73                                                 Jul-1998     -1.06
Aug-1998     -14.62                                                 Aug-1998    -14.46
Sep-1998       6.87     -9.42                                       Sep-1998      6.41     -9.95
Oct-1998       8.17                                                 Oct-1998      8.13
Nov-1998       6.93                                                 Nov-1998      6.06
Dec-1998       5.94     22.53    32.49                              Dec-1998      5.76     21.30   28.58
Jan-1999       3.36                                                 Jan-1999      4.18
Feb-1999      -3.59                                                 Feb-1999     -3.11
Mar-1999       4.24      3.88                                       Mar-1999      4.00      4.98
Apr-1999       6.01                                                 Apr-1999      3.87
May-1999      -2.01                                                 May-1999     -2.36
Jun-1999       5.28      9.36                                       Jun-1999      5.55      7.05
Jul-1999      -3.13                                                 Jul-1999     -3.12
Aug-1999      -0.55                                                 Aug-1999     -0.50
Sep-1999      -2.88     -6.44                                       Sep-1999     -2.74     -6.25
Oct-1999       5.34                                                 Oct-1999      6.33
Nov-1999       1.74                                                 Nov-1999      2.03
Dec-1999       4.78     12.28    19.35                              Dec-1999      5.89     14.88   21.04
</TABLE>

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 Stock 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 Stock Index Series is J.P.  Morgan  Investment  Management Inc.
(J.P.  Morgan),  with principal offices at 522 Fifth Avenue,  New York, New York
10036.  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 Bernard Kroll, 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. Kroll since August of
1996. Prior to August of 1996, Mr. Kroll was an equity derivatives specialist at
Goldman Sachs & Co., founded his own options  broker-dealer  and managed several
derivatives businesses at Kidder, Peabody & Co. Mr. Wiess and Mr. Kroll have had
primary  responsibility  for the  day-to-day  management of the Series since the
inception of the Series.
<PAGE>
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.  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 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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. securities.


          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
               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 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
38.02%
[Insert Chart]
1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
17.86%  (4th  quarter  of 1999) and its lowest  quarterly  return was 4.07% (1st
quarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/J.P. Morgan International & Emerging
  Markets Series                                      38.02%     18.38%
MSCI All Country World Free (ex-US) Index             25.49%     16.53%

The MSCI All Country World Free (ex-US) Index is a broad-based, unmanaged index.
* The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                         1.075%
- --------------------------------------------------------------------------------
Other Expenses                                            0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                1.075%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $110
- --------------------------------------------------------------------------------
3 Years                                                           $342
- --------------------------------------------------------------------------------
5 Years                                                           $593
- --------------------------------------------------------------------------------
10 Years                                                        $1,311
- --------------------------------------------------------------------------------

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  primarily
through its stock selection process.  Using a variety of quantitative  valuation
techniques and based on in-house research,  the sub-adviser ranks issuers within
each industry group  according to their relative value.  The  sub-adviser  makes
investment  decisions using the research and valuation  ranking,  as well as its
assessment of other factors, including: catalysts that could trigger a change in
a stock's  price;  potential  reward  compared to potential  risk, and temporary
mispricings caused by market  overreactions.  The Series' country allocation and
industrial sector weightings result primarily from its stock selection decisions
and may vary significantly from the MSCI All Country World Free (ex-U.S.) Index,
the Series' benchmark.


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.

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 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 interest rates,  securities prices and global currency
markets.

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 10036.  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.
<PAGE>
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. The Fund may invest without limit in foreign securities.


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 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.  Investing in smaller,  newer companies  generally
               involves greater risks than investing in larger, more established
               ones.

               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    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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. 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 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

18.95%            12.67%            57.66%           94.43%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
41.64%  (4th  quarter of 1999) and its lowest  quarterly  return was -6.56% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Janus Aggressive Growth Series                    94.43%     42.10%
S&P 500 Index                                         21.04%     26.95%

The S&P 500 Index is a broad-based, unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.01%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.01%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.
- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $103
- --------------------------------------------------------------------------------
3 Years                                                           $322
- --------------------------------------------------------------------------------
5 Years                                                           $558
- --------------------------------------------------------------------------------
10 Years                                                        $1,236
- --------------------------------------------------------------------------------


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  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
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.
<PAGE>

JNL/JANUS BALANCED SERIES

INVESTMENT OBJECTIVE.  The investment objective of the JNL/Janus Balanced Series
is  long-term  capital  growth,  consistent  with  preservation  of capital  and
balanced by current income.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Series  normally  invests  40-60% of its
assets in securities selected primarily for their growth potential and 40-60% of
its assets in  securities  selected  primarily for their income  potential.  The
Series  will  normally  invest  at  least  25% of  its  assets  in  fixed-income
securities. The Fund may invest without limit in foreign securities.

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 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.  Investing in smaller,  newer companies  generally
               involves greater risks than investing in larger, more established
               ones.

               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 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.  In  addition,  foreign  investing
               involves less publicly  available  information,  more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. 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 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.  This Series will  commence  investment  operations on or about the
date of this Prospectus. Therefore, a bar chart and table have not been included
for this Series.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below shows certain expenses you will incur
as a Series investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.05%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.05%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $107
- --------------------------------------------------------------------------------
3 Years                                                           $334
- --------------------------------------------------------------------------------
5 Years                                                           $579
- --------------------------------------------------------------------------------
10 Years                                                        $1,283
- --------------------------------------------------------------------------------

COMPARABLE PERFORMANCE

Public Fund/Private Account Performance Composite

The JNL/Janus Balanced Series has a substantially  similar investment  objective
and follows substantially the same investment strategies as certain mutual funds
whose  shares are sold to the public and to certain  Private  Accounts.  Each of
these  public  mutual  funds and Private  Accounts  is managed by Janus  Capital
Corporation,  the  same  Sub-Adviser  which  manages  each of the  corresponding
Series.

The  historical  performance  of each of these  public  mutual funds and Private
Accounts is shown below.  This  performance  data should not be considered as an
indication  of future  performance  of the  Series.  The public  mutual fund and
Private Account performance figures shown below:

o    reflect the  deduction  of the  historical  fees and  expenses  paid by the
     public mutual funds and not those to be paid by the Series.  The figures do
     not  reflect the  deduction  of  investment  advisory  fees  charged to the
     Private Accounts.

o    do not reflect  Contract fees or charges imposed by Jackson  National Life.
     Investors should refer to the separate  account  prospectus for information
     describing the Contract fees and charges.  These fees and charges will have
     a detrimental effect on Series performance.

The  Series and their  corresponding  public  mutual  fund  series  and  Private
Accounts are  expected to hold similar  securities.  However,  their  investment
results are expected to differ for the following reasons:

o    differences  in asset  size and cash  flow  resulting  from  purchases  and
     redemptions of Series shares may result in different security selections

o    differences in the relative weightings of securities

o    differences in the price paid for particular portfolio holdings

o    differences relating to certain tax matters

o    differences  (with  respect to the Private  Accounts) in that such Accounts
     are  not  subject  to  certain  investment   limitations,   diversification
     requirements and other  restrictions  imposed by federal tax and securities
     laws

The chart below shows performance  information derived from historical composite
performance of the public mutual funds and Private Accounts. Inception dates for
the composites shown are ____________.

PUBLIC MUTUAL FUNDS/PRIVATE ACCOUNT
COMPOSITE PERFORMANCE FOR PERIODS ENDED 12/31/99

Average Annual Total Return

                       1         5            10 Years or
Series               Year      Years          Since Inception
- ------------------------------------------------------------------
Balanced Composite
(JNL/Janus Balanced
Series)
- ------------------------------------------------------------------

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS  AND RISKS OF THE SERIES.  The  JNL/Janus  Balanced  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. The sub-adviser may also consider
dividend-paying   characteristics   when  selecting   common  stock.   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
Balanced 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.

Karen L. Reidy is the Portfolio Manager of the Series. She is also the portfolio
manager and  Executive  Vice  President of Janus  Balanced Fund and Janus Equity
Income  Fund,  as well as Janus Aspen  Balanced  and Janus Aspen  Equity  Income
Portfolios. She is also an Assistant Portfolio Manager of Janus Fund and manages
separate accounts and sub-advised  portfolios in the Balanced discipline.  Prior
to joining Janus in 1995,  Ms. Reidy worked for Price  Waterhouse in the Mergers
and  Acquisitions  area,  performing  corporate due  diligence,  and as an audit
manager,  analyzing financials for corporate clients. Before assuming management
responsibilities  of Janus Balanced Fund and Janus Equity Income Fund in January
2000,  Ms. Reidy was  Assistant  Portfolio  Manager of Janus Fund,  focusing her
research on large-capitalization companies. Ms. Reidy earned a bachelor's degree
in accounting from the University of Colorado.  She passed the Certified  Public
Accountant  exam  in  1992  and  has  earned  the  Chartered  Financial  Analyst
designation. She has five years of professional investment experience.

<PAGE>
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. The Fund may invest
without limit in foreign securities.


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 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 the  Series,  will fall.  A  broad-based
               market drop may also cause a bond'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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. 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 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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger  proportions of assets of single  companies or industries.
               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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

16.83%            15.01%            35.16%           124.19%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
59.05% (4th  quarter of 1999) and its lowest  quarterly  return was -15.05% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Janus Capital Growth Series                      124.19%     44.09%
S&P MidCap 400 Index                                  14.70%     21.41%

The S&P 400 MidCap Index is a broad-based, unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.03%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.03%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $105
- --------------------------------------------------------------------------------
3 Years                                                           $328
- --------------------------------------------------------------------------------
5 Years                                                           $569
- --------------------------------------------------------------------------------
10 Years                                                        $1,259
- --------------------------------------------------------------------------------

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, 1999,
they ranged between  approximately $170 million and $37 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 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
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/Janus  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.
<PAGE>
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. The Fund may invest without limit in foreign securities.


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 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 the  Series,  will fall.  A  broad-based
               market drop may also cause a bond'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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held  only U.S.  securities.  To the  extent  that the
               Series  invests  in bonds  issued  by a foreign  government,  the
               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    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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

31.36%            19.12%            26.87%           64.58%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
43.03% (4th  quarter of 1999) and its lowest  quarterly  return was -16.93% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Janus Global Equities Series                      64.58%     36.45%
Morgan Stanley Capital International World Index      23.56%     18.01%

The Morgan Stanley Capital International World Index is a broad-based, unmanaged
index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.06%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.06%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $108
- --------------------------------------------------------------------------------
3 Years                                                           $337
- --------------------------------------------------------------------------------
5 Years                                                           $585
- --------------------------------------------------------------------------------
10 Years                                                        $1,294
- --------------------------------------------------------------------------------

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 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 of comparable quality.  Lower-rated  securities generally involve a higher
risk of default, and may fluctuate more in value than higher-rated securities.

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.
<PAGE>

JNL/JANUS GROWTH & INCOME SERIES (FORMERLY THE GOLDMAN SACHS/JNL GROWTH & INCOME
SERIES).


INVESTMENT OBJECTIVE. The investment objectives of the JNL/Janus Growth & Income
Series are long-term capital growth and current income.

PRINCIPAL INVESTMENT  STRATEGIES.  The Series normally emphasizes investments in
common  stocks.  It will  normally  invest  up to 75% of its  assets  in  equity
securities  selected  primarily for their growth potential,  and at least 25% of
its assets in securities the portfolio  manager believes have income  potential.
Equity  securities  may make up part of this income  component if they currently
pay  dividends  or the  portfolio  manager  believes  they  have  potential  for
increasing or commencing dividend payments. The Fund may invest without limit in
foreign securities.

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 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.  Investing in smaller,  newer companies  generally
               involves greater risks than investing in larger, more established
               ones.

               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 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.  In  addition,  foreign  investing
               involves less publicly  available  information,  more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. 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 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus, will reduce the Series' performance.

As of the effective date of this Prospectus,  Janus Capital  Corporation (Janus)
has replaced  Goldman Sachs Asset  Management as the sub-adviser to this Series.
In addition,  certain  investment  policies,  practices and strategies have been
changed to reflect  the  management  style of Janus,  the new  sub-adviser.  The
advisory  fees have also been  changed.  Given these  changes,  the  performance
information  shown below is not  indicative in any manner of how the Series will
perform in the future.

Average  Annual Total  Returns as of December 31
(Results achieved by prior sub-adviser)
4.98%

[Insert  Chart]

1999


In the period shown in the chart, the Series' highest quarterly return was 8.43%
(2nd quarter of 1999) and its lowest  quarterly  return was -11.92% (3rd quarter
of 1999).

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999
                                                     1 year      Life of Series*

JNL/Janus Growth & Income Series                       4.98%     -2.64%
S&P 500 Index                                         21.04%     21.78%

The S&P 500 Index is a broad-based, unmanaged index.
*The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES

         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                    1.025%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                           1.025%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $105
- --------------------------------------------------------------------------------
3 Years                                                           $326
- --------------------------------------------------------------------------------
5 Years                                                           $566
- --------------------------------------------------------------------------------
10 Years                                                        $1,254
- --------------------------------------------------------------------------------

COMPARABLE PERFORMANCE

Public Fund/Private Account Performance Composite

The JNL/Janus  Growth & Income  Series has a  substantially  similar  investment
objective and follows  substantially  the same investment  strategies as certain
mutual  funds  whose  shares  are  sold to the  public  and to  certain  Private
Accounts.  Each of these public mutual funds and Private  Accounts is managed by
Janus  Capital  Corporation,  the same  Sub-Adviser  which  manages  each of the
corresponding Series.

The  historical  performance  of each of these  public  mutual funds and Private
Accounts is shown below.  This  performance  data should not be considered as an
indication  of future  performance  of the  Series.  The public  mutual fund and
Private Account performance figures shown below:

o    reflect the  deduction  of the  historical  fees and  expenses  paid by the
     public mutual funds and not those to be paid by the Series.  The figures do
     not  reflect the  deduction  of  investment  advisory  fees  charged to the
     Private Accounts.

o    do not reflect  Contract fees or charges imposed by Jackson  National Life.
     Investors should refer to the separate  account  prospectus for information
     describing the Contract fees and charges.  These fees and charges will have
     a detrimental effect on Series performance.

The  Series and their  corresponding  public  mutual  fund  series  and  Private
Accounts are  expected to hold similar  securities.  However,  their  investment
results are expected to differ for the following reasons:

o    differences  in asset  size and cash  flow  resulting  from  purchases  and
     redemptions of Series shares may result in different security selections

o    differences in the relative weightings of securities

o    differences in the price paid for particular portfolio holdings

o    differences relating to certain tax matters

o    differences  (with  respect to the Private  Accounts) in that such Accounts
     are  not  subject  to  certain  investment   limitations,   diversification
     requirements and other  restrictions  imposed by federal tax and securities
     laws

The chart below shows performance  information derived from historical composite
performance of the public mutual funds and Private Accounts. Inception dates for
the composites shown are ____________.

PUBLIC MUTUAL FUNDS/PRIVATE ACCOUNT
COMPOSITE PERFORMANCE FOR PERIODS ENDED 12/31/99

Average Annual Total Return

                       1         5            10 Years or
Series               Year      Years          Since Inception
- --------------------------------------------------------------------
Growth & Income
Composite
(JNL/Janus Growth &
Income Series)
- --------------------------------------------------------------------

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS  AND  RISKS OF THE  SERIES.  The  JNL/Janus  Growth & Income  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. The sub-adviser may also consider
dividend-paying   characteristics   when  selecting   common  stock.   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
Growth & Income  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.

David  Corkins is  Portfolio  Manager of the  Series.  He is also the  portfolio
manager and Executive  Vice  President of Janus Growth and Income Fund and Janus
Aspen  Growth and Income  Portfolio.  He also manages  separate  accounts in the
LargeCap Growth and Diversified  Growth  disciplines.  Prior to joining Janus in
1995, Mr. Corkins was Chief Financial Officer of Chase U.S.  Consumer  Services,
Inc., a Chase  Manhattan  mortgage  business.  While at Chase,  Mr. Corkins also
worked in consumer  credit and  mortgage  issuance  and  analysis.  Mr.  Corkins
graduated cum laude from Dartmouth  College with a bachelor's  degree in English
and  Russian,  and  earned  an M.B.A.  in  finance  with  honors  from  Columbia
University. He has nine years of professional investment experience.

<PAGE>
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,  swap
agreements, and other indexed instruments. The Series may enter into a series of
purchase or sale contracts or use other  investment  techniques to obtain market
exposure  or to hedge  against  changes  in  foreign  currency  exchange  rates,
interest rates or securities prices.

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 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    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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held  only U.S.  securities.  To the  extent  that the
               Series  invests  in bonds  issued  by a foreign  government,  the
               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    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.


          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 Series  sub-adviser  must correctly  predict price movements,
               during the life of a derivative, of the underlying asset in order
               to realize the desired results from the investment.  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 do not  correlate  with price  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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
- -0.26%

[Insert Chart]

1999

In the period shown in the chart, the Series' highest quarterly return was 1.00%
(3rdquarter of 1999) and its lowest  quarterly return was -1.57% (2nd quarter of
1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/PIMCO Total Return Bond Series                    -0.26%      2.92%
Lehman Brothers Aggregate Bond Index                  -0.82%      2.83%

The Lehman Brothers Aggregate Bond Index is a broad-based, unmanaged index.
* The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .80%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .80%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $82
- --------------------------------------------------------------------------------
3 Years                                                           $255
- --------------------------------------------------------------------------------
5 Years                                                           $444
- --------------------------------------------------------------------------------
10 Years                                                          $990
- --------------------------------------------------------------------------------


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  derivative  instruments,   such  as  options,   futures  contracts  or  swap
agreements.  The  Series may  invest  all of its  assets in  mortgage-  or other
asset-backed securities, zero coupon bonds or strips.

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  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/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.
<PAGE>
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.  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 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. 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 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.  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 a  broad-based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

26.81%            21.88%            34.93%           29.41%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
24.99% (4th  quarter of 1998) and its lowest  quarterly  return was -12.00% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Putnam Growth Series                              29.41%     30.51%
S&P 500 Index                                         21.04%     26.95%

The S&P 500 Index is a broad-based, unmanaged index.
* The Series began  operations on May 15, 1995. Prior to May 1, 1997, the Series
was managed by Phoenix Investment Counsel, Inc.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.97%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.97%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $99
- --------------------------------------------------------------------------------
3 Years                                                           $309
- --------------------------------------------------------------------------------
5 Years                                                           $536
- --------------------------------------------------------------------------------
10 Years                                                        $1,190
- --------------------------------------------------------------------------------


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.


The Series is  managed by the Core  Growth  Equity  team at Putnam.  The team is
headed by C. Beth Cotner,  Managing Director and Chief Investment Officer of the
Group. Ms. Cotner joined Putnam in 1995 as Senior Portfolio  Manager in the Core
Growth Equity Group.  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.

<PAGE>

JNL/PUTNAM   INTERNATIONAL   EQUITY  SERIES  (FORMERLY  THE  T.  ROWE  PRICE/JNL
INTERNATIONAL EQUITY INVESTMENT SERIES)

INVESTMENT OBJECTIVE.  The investment objective of the JNL/Putnam  International
Equity 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
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.  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 stocks, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. securities.


         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 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 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

As of the effective date of this Prospectus,  Putnam Investment Management, Inc.
has replaced Rowe-Price Fleming  International,  Inc. as the sub-adviser for the
Series.  Therefore, the performance information shown below is not indicative in
any manner of how the Series will perform in the future.

Average Annual Total Returns as of December 31
(Results achieved by prior sub-adviser)

13.91%            2.65%             14.43%           32.11%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
23.24% (4th  quarter of 1999) and its lowest  quarterly  return was -13.48% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Putnam International Equity Series                32.11%     14.78%
Morgan Stanley Europe and Australasia,
  Far East Equity Index                               25.27%     11.61%


The  Morgan  Stanley  Europe  and  Australasia,  Far  East  Equity  Index  is  a
broad-based, unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.18%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.18%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $120
- --------------------------------------------------------------------------------
3 Years                                                           $375
- --------------------------------------------------------------------------------
5 Years                                                           $649
- --------------------------------------------------------------------------------
10 Years                                                        $1,432
- --------------------------------------------------------------------------------

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS AND RISKS OF THE SERIES. The JNL/Putnam  International Equity Series
invests in foreign  securities that the sub-adviser  believes offer  significant
potential for long-term  appreciation.  In addition to common stocks, the Series
may  also  invest  in other  types  of  securities,  such as  preferred  stocks,
convertible securities, fixed-income securities.

Putnam's Core International Equity team seeks consistent, above-average relative
returns and below-average  relative risk through a balance of country and sector
diversification and the selection of believed underpriced companies. Our process
relies  on  both  top-down  macroecomonic  and  market  analysis  and  bottom-up
fundamental company research.

Putnam selects stocks through a bottom up process,  using our valuation approach
to identify significantly  mispriced companies.  Our expertise is in identifying
stocks selling for less than their real or relative worth regardless of the type
of  company  (i.e.,  growth,   cyclical,   or  mature)  or  the  current  market
environment.  We begin by screening  our  international  stock  database of over
5,500 non-U.S.  companies to identify those companies with a positive  valuation
indicator  (price to book  relative to return on equity).  Stocks  passing  this
initial valuation screen are then subjected to a rigorous process.  The decision
to purchase a stock is based on the combined judgment of the Core  International
Equity portfolio  managers,  and their decision must be unanimous.  We typically
visit all companies before a purchase decision is finalized.


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 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/Putnam
International  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.

The Series is managed by the Core International  Equity team at Putnam. The team
is headed by Omid Kamshad, Managing Director and Chief Investment Officer of the
group.  Mr.  Kamshad has been  employed by Putnam  since 1996.  Prior to January
1996,  Mr.  Kamshad  was  employed  at  Lomard  Odier  International   Portfolio
Management  Limited and pior to April  1995,  he was  employed at Barling  Asset
Management Company.

<PAGE>

JNL/PUTNAM MID-CAP GROWTH SERIES

INVESTMENT OBJECTIVE.  The investment objective of the JNL/Putnam Mid-Cap Growth
Series is capital appreciation.

PRINCIPAL INVESTMENT  STRATEGIES.  The Series invests mainly in common stocks of
U.S.  companies  with a focus on growth  stocks.  Growth  stocks  are  issued by
companies whose earnings the sub-adviser believes are likely to grow faster than
the economy as a whole.  Growth in a company's  earnings may lead to an increase
in the price of its stock. The Series invests mainly in mid-cap companies.

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 stocks of 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.   Investing  in  small  and  mid-size  companies
               generally  involves  greater risks than  investing in larger more
               established ones.

               There is a risk that the market as a whole may not favor the type
               of investments which the Series makes.

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

PERFORMANCE.  This Series will  commence  investment  operations on or about the
date of this Prospectus. Therefore, a bar chart and table have not been included
for this Series.

SHAREHOLDER TRANSACTION EXPENSES

         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.05%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.05%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $107
- --------------------------------------------------------------------------------
3 Years                                                           $334
- --------------------------------------------------------------------------------
5 Years                                                           $579
- --------------------------------------------------------------------------------
10 Years                                                        $1,283
- --------------------------------------------------------------------------------

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS AND RISKS OF THE SERIES.

The Series  invests  mainly in growth stocks which are stocks whose earnings the
sub-adviser  believes  are likely to grow  faster  than the  economy as a whole.
Growth stocks typically trade at higher multiples of current earnings than other
stocks.  Therefore, the values of growth stocks may be more sensitive to changes
in current or expected earnings than the values of other stocks.

The Series  may also  invest in  securities  of foreign  issuers  which  involve
certain special risks. These risks include,  among others,  adverse fluctuations
in foreign  currency  values as well as adverse  political,  social and economic
developments  affecting  a  foreign  country.  In  addition,  foreign  investing
involves  less  publicly  available  information,  more  volatile or less liquid
markets.  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.  Foreign  accounting  may be less  revealing  than American
accounting practices.  Foreign regulation may be inadequate or irregular. Owning
foreign securities could cause the Series' performance to fluctuate more than if
it held only U.S.  securities.  To the extent  that the Series  invests in bonds
issued by a foreign  government,  the 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.

The Series may buy and sell investments  relatively often, which involves higher
brokerage  commissions and other expenses.

In addition to the main investment  strategies  described  above, the Series may
make other  investments,  such as investments in preferred  stocks,  convertible
securities,  debt  instruments  and  derivatives,  which may be subject to other
risks, as described in the SAI.

At times the  sub-adviser  may judge that market  conditions  make  pursuing the
Series' usual investment strategies  inconsistent with the best interests of the
Series'  shareholders.  The  sub-adviser  then may  temporarily  use alternative
strategies  that are mainly designed to limit losses.  However,  the sub-adviser
may choose not to use these  strategies  for a variety of reasons,  even in very
volatile market conditions. These strategies may cause the Series to miss out on
investment opportunities, and may prevent the Series from achieving its goal.

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
Mid-Cap Series is Putnam  Investment  Management,  Inc.  (Putnam) located at One
Post Office Square, Boston, Massachusetts 02109. Putnam has been managing mutual
funds since 1937.

The Series is managerd by the Mid Cap Equity Growth team at Putnam.  The team is
headed by Eric M. Wetlaufer,  Managing Director and Chief Investment Officer for
the group.  Mr.  Wetlaufer  has been with Putnam  since 1997.  Prior to 1997 Mr.
Wetlaufer was with Cadence Capital Management.

<PAGE>
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.


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.


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 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    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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. securities.

          o    Value Investing  Risk.  With a value approach,  there is also the
               risk that stocks may remain  undervalued  during a given  period.
               This may happen  because  value  stocks as a category  lose favor
               with  investors  compared to growth stocks or because the manager
               failed to  anticipate  which stocks or  industries  would benefit
               from changing market or economic conditions.

          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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

24.33%            21.82%            12.48%           -1.04%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
16.64% (4th  quarter of 1998) and its lowest  quarterly  return was -11.73% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

JNL/Putnam Value Equity Series                        -1.04%     16.96%
S&P 500 Index                                         21.04%     26.95%

The S&P 500 Index is a broad-based, unmanaged index.
* The Series began  operations on May 15, 1995. Prior to May 1, 1997, the Series
was managed by PPM America, Inc.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.98%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.98%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $100
- --------------------------------------------------------------------------------
3 Years                                                           $312
- --------------------------------------------------------------------------------
5 Years                                                           $542
- --------------------------------------------------------------------------------
10 Years                                                        $1,201
- --------------------------------------------------------------------------------


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/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.

The Series is managed by the Large Cap Value team at Putnam.  The team is headed
by Deborah F. Kuenstner,  CFA, Managing Director and Chief Investment Officer of
the Group.  In this role,  she heads the team  managing  large-cap  value equity
portfolios for retail and institutional  clients. Ms. Kuenstner joined Putnam in
1997 as Senior Vice President and Senior Portfolio  Manager in the International
Core and Value  Equity  Group.  In 1998,  she was  promoted to Chief  Investment
Officer of the International  Value Equities team. A Charted Financial  Analyst,
Ms. Kuenster has 20 years of investment  experience.  Before joining Putnam, Ms.
Kuenster was a Senior  Portfolio  Manager of  International  Equities  from 1989
through 1997 at DuPont Pension Fund Investment.
<PAGE>
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/Alliance  Growth  Series,
JNL/Eagle  Core Equity  Series,  JNL/Eagle  SmallCap  Equity  Series,  JNL/Janus
Aggressive  Growth  Series,JNL/Janus  Balanced Series,  JNL/Janus Capital Growth
Series, JNL/Janus Global Equities Series,  JNL/Putnam Growth Series,  JNL/Putnam
International Equity Series,  JNL/Putnam Value Equity Series, JNL/Putnam Mid-Cap
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 Mid-Cap Growth Series,  and T.Rowe
Price/JNL Value 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.  In  addition,  foreign  investing
               involves less publicly  available  information,  more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

19.52%

[Insert Chart]

 1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
13.55%  (4th  quarter of 1999) and its lowest  quarterly  return was -2.99% (3rd
quarter of 1999).


Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Conservative Growth Series I                  19.52%     13.85%
S&P Micropal Asset Allocation USA Income
Funds Sector Index                                     4.17%      4.03%

The  S&P  Micropal  Asset   Allocation  USA  Income  Funds  Sector  Index  is  a
broad-based, unmanaged index.
* The Series began operations on April 9, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Alliance  Growth Series,  JNL/Eagle
Core Equity  Series,  JNL/Eagle  SmallCap  Equity Series,  JNL/Janus  Aggressive
Growth  Series,  JNL/Janus  Balanced  Sereis,  JNL/Janus  Capital Growth Series,
JNL/Janus  Global  Equities  Series,   JNL/Putnam   Growth  Series,   JNL/Putnam
International Equity Series,  JNL/Putnam Value Equity Series, JNL/Putnam Mid-Cap
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 Mid-Cap Growth Series, and T. Rowe
Price/JNL Value 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.

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 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.  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  its
performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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 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.

          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.


Average Annual Total Returns as of December 31
26.74%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
17.87%  (4th  quarter of 1999) and its lowest  quarterly  return was -3.54% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Moderate Growth Series I                      26.74%     18.75%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%      8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 8, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

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
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 Standard & Poor's  Ratings  Services in connection  with its ratings
business,  except to the extent such information is made available by Standard &
Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Alliance  Growth  Series,
JNL/Eagle  Core Equity  Series,  JNL/Eagle  SmallCap  Equity  Series,  JNL/Janus
Aggressive Growth Series,  JNL/Janus  Balanced Series,  JNL/Janus Capital Growth
Series, JNL/Janus Global Equities Series,  JNL/Putnam Growth Series,  JNL/Putnam
International  Equity Series,  JNL/Putnam  Value Equity Series,  JNL/Putnam Visa
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 Mid-Cap Growth Series, and T. Rowe
Price/JNL Value 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.  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  its
investment performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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.

          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.

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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

35.38%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
22.84% ( 4th  quarter of 1999) and its lowest  quarterly  return was -3.85% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Aggressive Growth Series I                    35.38%     25.02%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%     8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 8, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Alliance Growth Series,
JNL/Eagle  Core Equity  Series,  JNL/Eagle  SmallCap  Equity  Series,  JNL/Janus
Aggressive Growth Series,  JNL/Janus  Balanced Series,  JNL/Janus Capital Growth
Series, JNL/Janus Global Equities Series,  JNL/Putnam Growth Series,  JNL/Putnam
International Equity Series,  JNL/Putnam Value Equity Series, JNL/Putnam Mid-Cap
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 Mid-Cap Growth Series, and T. Rowe
Price/JNL Value 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.

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 those  particular
Underlying Series that invest primarily in equity securities.

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  its
investment performance, 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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


         o    Non-diversification.  The  Series  is  "non-diversified."  Under a
              definition  provided by the  Investment  Company  Act of 1940,  as
              amended,  non-diversified  funds may invest in fewer assets, or in
              larger   proportions   of  the  assets  of  single   companies  or
              industries.  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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
48.86%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
29.63%  (4th  quarter of 1999) and its lowest  quarterly  return was -2.43% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Very Aggressive Growth Series I               48.86%    33.84%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.14%      8.31%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 1, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

When the sub-adviser  believes that a temporary defensive position is desirable,
the  Series may invest up to 100% of its  assets in cash,  cash  equivalents  or
Underlying  Series that invest  primarily in fixed-income  securities.  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 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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services ) 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.
<PAGE>
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/Alliance  Growth Series,  JNL/Eagle
Core Equity  Series,  JNL/Eagle  SmallCap  Equity Series,  JNL/Janus  Aggressive
Growth  Series,  JNL/Janus  Balanced  Series,  JNL/Janus  Capital Growth Series,
JNL/Janus  Global  Equities  Series,   JNL/Putnam   Growth  Series,   JNL/Putnam
International Equity Series,  JNL/Putnam Value Equity Series, JNL/Putnam Mid-Cap
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 Mid-Cap Growth Series, and T. Rowe
Price/JNL Value 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.

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 those  particular
Underlying Series that invest primarily in equity securities.

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  its
investment performance, 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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
43.19%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
27.60%  (4th  quarter of 1999) and its lowest  quarterly  return was -3.40% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Equity Growth Series I                        43.19%     27.72%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%      8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 13, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

When the sub-adviser  believes that a temporary defensive position is desirable,
the  Series may invest up to 100% of its  assets in cash,  cash  equivalents  or
Underlying  Series that invest  primarily in fixed-income  securities.  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 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 Standard & Poor's  Ratings  Services in connection  with its ratings
business,  except to the extent such information is made available by Standard &
Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Alliance  Growth  Series,
JNL/Eagle  Core Equity  Series,  JNL/Eagle  SmallCap  Equity  Series,  JNL/Janus
Aggressive Growth Series,  JNL/Janus  Balanced Series,  JNL/Janus Capital Growth
Series, JNL/Janus Global Equities Series,  JNL/Putnam Growth Series,  JNL/Putnam
International Equity Series,  JNL/Putnam Value Equity Series, JNL/Putnam Mid-Cap
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 Mid-Cap Growth Series, and T. Rowe
Price/JNL Value 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.

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 those  particular
Underlying Series that invest primarily in equity securities.

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  its
investment performance, 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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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 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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
45.25%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
28.62%  (4th  quarter of 1999) and its lowest  quarterly  return was -2.88% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*
JNL/S&P Aggressive Growth Series I                    45.25%     29.67%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.14%      8.97%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 15, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

When the sub-adviser  believes that a temporary defensive position is desirable,
the  Series may invest up to 100% of its  assets in cash,  cash  equivalents  or
Underlying  Series that invest  primarily in fixed-income  securities.  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 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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth & Income Series,  JNL/PIMCO Total Return Bond
Series,  JNL/Putnam  Growth  Series,  JNL/Putnam  International  Equity  Series,
JNL/Putnam Value Equity Series,  JNL/Putnam  Mid-Cap 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,  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.

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 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.  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  its
performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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  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.

          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
16.14%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
12.71%  (4th  quarter  of 1999)  and its  lowest  quarterly  return  was  -3.63%
(3rdquarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*
JNL/S&P Conservative Growth Series II                 16.14%      6.14%
S&P Micropal Asset Allocation USA Income
  Funds Sector Index                                   4.17%      4.03%

The  S&P  Micropal  Asset   Allocation  USA  Income  Funds  Sector  Index  is  a
broad-based, unmanaged index.
* The Series began operations on April 13, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

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 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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth & Income Series,  JNL/PIMCO
Total Return Bond Series,  JNL/Putnam  Growth Series,  JNL/Putnam  International
Equity  Series,  JNL/Putnam  Value Equity  Series,  JNL/Putnam  Mid-Cap  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,
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.

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 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.  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  its
performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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 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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified  funds may invest in fewer asset, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.


Average Annual Total Returns as of December 31
22.77%%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
15.43%  (4th  quarter of 1999) and its lowest  quarterly  return was -4.14% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*
JNL/S&P Moderate Growth Series II                     22.77%     14.10%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%      8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 13, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

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
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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth & Income Series,  JNL/PIMCO Total Return Bond
Series,  JNL/Putnam  Growth  Series,  JNL/Putnam  International  Equity  Series,
JNL/Putnam Value Equity Series,  JNL/Putnam  Mid-Cap 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,  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.  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  its
investment performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
28.66%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
20.17% ( 4th  quarter of 1999) and its lowest  quarterly  return was -4.69% (3rd
quarter of 1999) %.

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*
JNL/S&P Aggressive Growth Series II                   28.66%     16.11%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%       8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 13, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

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 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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth & Income Series,  JNL/PIMCO Total Return Bond
Series,  JNL/Putnam  Growth  Series,  JNL/Putnam  International  Equity  Series,
JNL/Putnam Value Equity Series,  JNL/Putnam  Mid-Cap 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,  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.

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 those  particular
Underlying Series that invest primarily in equity securities.

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  its
investment performance, 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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
42.42%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
26.60%  (4th  quarter of 1999) and its lowest  quarterly  return was -2.80% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Very Aggressive Growth Series II              42.42%     28.44%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%      8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 13, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

When the sub-adviser  believes that a temporary defensive position is desirable,
the  Series may invest up to 100% of its  assets in cash,  cash  equivalents  or
Underlying  Series that invest  primarily in fixed-income  securities.  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 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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth & Income Series,  JNL/PIMCO Total Return Bond
Series,  JNL/Putnam  Growth  Series,  JNL/Putnam  International  Equity  Series,
JNL/Putnam Value Equity Series,  JNL/Putnam  Mid-Cap 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,  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.

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 those  particular
Underlying Series that invest primarily in equity securities.

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  its
investment performance, 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.

          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries  . 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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
36.29%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
23.27%  (4th  quarter of 1999) and its lowest  quarterly  return was -4.31% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Equity Growth Series II                       36.29%     19.99%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%      8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index
* The Series began operations on April 13, 1998.


SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

When the sub-adviser  believes that a temporary defensive position is desirable,
the  Series may invest up to 100% of its  assets in cash,  cash  equivalents  or
Underlying  Series that invest  primarily in fixed-income  securities.  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 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 Standard & Poor's  Ratings  Services in connection  with its ratings
business,  except to the extent such information is made available by Standard &
Poor's Ratings Services to the general public.


David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth & Income Series,  JNL/PIMCO
Total Return Bond Series,  JNL/Putnam  Growth Series,  JNL/Putnam  International
Equity  Series,  JNL/Putnam  Value Equity  Series,  JNL/Putnam  Mid-Cap  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 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.

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 those  particular
Underlying Series that invest primarily in equity securities.

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  its
investment performance, 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.

          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger  proportions of single companies or industries.  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.


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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
39.61%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
25.34%  (4th  quarter of 1999) and its lowest  quarterly  return was -3.59% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
JNL/S&P Equity Aggressive Growth Series II            39.61%     23.92%
S&P Micropal Asset Allocation USA Balanced
  Funds Sector Index                                   9.13%      8.46%

The  S&P  Micropal  Asset  Allocation  USA  Balanced  Funds  Sector  Index  is a
broad-based, unmanaged index.
* The Series began operations on April 13, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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.

When the sub-adviser  believes that a temporary defensive position is desirable,
the  Series may invest up to 100% of its  assets in cash,  cash  equivalents  or
Underlying  Series that invest  primarily in fixed-income  securities.  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 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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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.
<PAGE>
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/Janus Growth &
Income Series,  JNL/PIMCO Total Return Bond Series,  Lazard/JNL  Small Cap Value
Series,  Lazard/JNL Mid Cap Value Series,  PPM America/JNL  Money Market Series,
JNL/Putnam  International  Equity Series,  JNL/Putnam  Mid-Cap  Series,  Salomon
Brothers/JNL Balanced Series,  Salomon Brothers/JNL Global Bond Series,  Salomon
Brothers/JNL  High Yield  Bond  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.

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.  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  its
performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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    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.

          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.

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.  The  performance  of the Series  will vary from year to year.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance for the Series has not been included because the Series had not been
in operation for the year ended December 31, 1999.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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  Standard & Poor's  Ratings  Services in
connection with its ratings  business,  except to the extent such information is
made available by Standard & Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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 the
inception of the Series.
<PAGE>
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/Janus Growth &
Income Series,  JNL/PIMCO Total Return Bond Series,  Lazard/JNL  Small Cap Value
Series,  Lazard/JNL Mid Cap Value Series,  PPM America/JNL  Money Market Series,
JNL/Putnam  International  Equity Series,  JNL/Putnam  Mid-Cap  Series,  Salomon
Brothers/JNL Balanced Series,  Salomon Brothers/JNL Global Bond Series,  Salomon
Brothers/JNL  High Yield  Bond  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 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.  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  its
performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities  could  cause an  Underlying  Series'  performance  to
               fluctuate more than if it held only U.S. securities.


         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.


         o    Non-diversification.  The  Series  is  "non-diversified."  Under a
              definition  provided by the  Investment  Company  Act of 1940,  as
              amended,  issuer.non-diversified funds may invest in fewer assets,
              or in larger  proportions  of the  assets of single  companies  or
              industries.  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.


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.  The  performance  of the Series  will vary from year to year.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance for the Series has not been included because the Series had not been
in operation for the year ended December 31, 1999.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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 Standard & Poor's  Ratings  Services in connection  with its ratings
business,  except to the extent such information is made available by Standard &
Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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 the
inception of the Series.
<PAGE>
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/Janus Growth &
Income Series,  JNL/PIMCO Total Return Bond Series,  Lazard/JNL  Small Cap Value
Series,  Lazard/JNL Mid Cap Value Series,  PPM America/JNL  Money Market Series,
JNL/Putnam  International  Equity Series,  JNL/Putnam  Mid-Cap  Series,  Salomon
Brothers/JNL Balanced Series,  Salomon Brothers/JNL Global Bond Series,  Salomon
Brothers/JNL  High Yield  Bond  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 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 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.  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  its
performance, 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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities  could  cause an  Underlying  Series'  performance  to
               fluctuate more than if it held only U.S. securities.


          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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.


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.  The  performance  of the Series  will vary from year to year.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance for the Series has not been included because the Series had not been
in operation for the year ended December 31, 1999.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .20%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .20%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $20
- --------------------------------------------------------------------------------
3 Years                                                            $64
- --------------------------------------------------------------------------------
5 Years                                                           $113
- --------------------------------------------------------------------------------
10 Years                                                          $255
- --------------------------------------------------------------------------------


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 Standard & Poor's  Ratings  Services in connection  with its ratings
business,  except to the extent such information is made available by Standard &
Poor's Ratings Services to the general public.

David M. Blitzer and Joshua M. Harari, CFA, share the primary 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  Standard & Poor's  Ratings
Services)  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 the
inception of the Series.
<PAGE>
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.  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 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.


          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  Series'   sub-adviser  must  correctly   predict  the  price
               movements,  during the life of a  derivative,  of the  underlying
               asset  in  order  to  realize  the  desired   results   from  the
               investment.  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 do
               not correlate with price 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.  The  performance  of the Series  will vary from year to year.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance  for the Series  has not been  included  because  the Series had not
commenced operations as of the date of this prospectus.

       SHAREHOLDER TRANSACTION EXPENSES
                  MAXIMUM SALES LOAD IMPOSED ON PURCHASES                   NONE
                  MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS        NONE
                  DEFERRED SALES LOAD                                       NONE
                  REDEMPTION FEE                                            NONE
                  EXCHANGE FEE                                              NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.


- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.75%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.75%
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE.  The table below shows the expenses you would pay on an $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  The  illustration  is  hypothetical  and  is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $77
- --------------------------------------------------------------------------------
3 Years                                                           $240
- --------------------------------------------------------------------------------
5 Years                                                           $417
- --------------------------------------------------------------------------------
10 Years                                                          $930
- --------------------------------------------------------------------------------


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 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/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.  Ms. Blake,  Ms.  Eisenberg,  Ms. Bonfeld and Mr.
May share primary responsibility for the day-to-day management of the Series.

<PAGE>
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 Australia,  Far East Equity Index (MSCI E.A.FE.  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
E.A.FE.  Index. The Series typically holds all securities  contained in the MSCI
E.A.FE.  Index.  To better  track  the  performance  of the  Index  and  provide
liquidity,  the  Series  may hold  E.A.FE.  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.  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 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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held only U.S. securities.


          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
               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 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.  The  performance  of the Series  will vary from year to year.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance  for the Series  has not been  included  because  the Series had not
commenced operations as of the date of this prospectus.

SHAREHOLDER TRANSACTION EXPENSES
                  MAXIMUM SALES LOAD IMPOSED ON PURCHASES                   NONE
                  MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS        NONE
                  DEFERRED SALES LOAD                                       NONE
                  REDEMPTION FEE                                            NONE
                  EXCHANGE FEE                                              NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.75%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                           0.75%
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE.  The table below shows the expenses you would pay on an $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  The  illustration  is  hypothetical  and  is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $77
- --------------------------------------------------------------------------------
3 Years                                                           $240
- --------------------------------------------------------------------------------
5 Years                                                           $417
- --------------------------------------------------------------------------------
10 Years                                                          $930
- --------------------------------------------------------------------------------


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.


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. Ms. Blake, Ms. Eisenberg, Ms. Bonfeld and Mr. May
share primary responsibility for the day-to-day management of the Series.

<PAGE>
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.  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  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.


          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,  or may depend on the  expertise of a few people,  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.  The  performance  of the Series  will vary from year to year.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance  for the Series  has not been  included  because  the Series had not
commenced operations as of the date of this prospectus.

SHAREHOLDER TRANSACTION EXPENSES
                  MAXIMUM SALES LOAD IMPOSED ON PURCHASES                   NONE
                  MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS        NONE
                  DEFERRED SALES LOAD                                       NONE
                  REDEMPTION FEE                                            NONE
                  EXCHANGE FEE                                              NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.60%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.60%
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE.  The table below shows the expenses you would pay on an $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  The  illustration  is  hypothetical  and  is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $61
- --------------------------------------------------------------------------------
3 Years                                                           $192
- --------------------------------------------------------------------------------
5 Years                                                           $335
- --------------------------------------------------------------------------------
10 Years                                                          $750
- --------------------------------------------------------------------------------


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.


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.

<PAGE>
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.  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 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.

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.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance  for the Series  has not been  included  because  the Series had not
commenced operations as of the date of this prospectus.

SHAREHOLDER TRANSACTION EXPENSES
                  MAXIMUM SALES LOAD IMPOSED ON PURCHASES                   NONE
                  MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS        NONE
                  DEFERRED SALES LOAD                                       NONE
                  REDEMPTION FEE                                            NONE
                  EXCHANGE FEE                                              NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.60%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.60%
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE.  The table below shows the expenses you would pay on an $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  The  illustration  is  hypothetical  and  is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $61
- --------------------------------------------------------------------------------
3 Years                                                           $192
- --------------------------------------------------------------------------------
5 Years                                                           $335
- --------------------------------------------------------------------------------
10 Years                                                          $750
- --------------------------------------------------------------------------------


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.


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. Ms. Blake, Ms. Eisenberg, Ms. Bonfeld and Mr. May
share primary responsibility for the day-to-day management of the Series.

<PAGE>
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 contracts 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.  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 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.

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.  The
Series'  performance  figures will not reflect the deduction of any charges that
are  imposed  under a variable  insurance  contract.  Those  charges,  which are
described  in  the  variable  insurance  prospectus,  will  reduce  the  Series'
performance.  As with all mutual funds,  the Series' past  performance  does not
necessarily indicate how it will perform in the future.

Performance  for the Series  has not been  included  because  the Series had not
commenced operations as of the date of this prospectus.

SHAREHOLDER TRANSACTION EXPENSES
                  MAXIMUM SALES LOAD IMPOSED ON PURCHASES                   NONE
                  MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS        NONE
                  DEFERRED SALES LOAD                                       NONE
                  REDEMPTION FEE                                            NONE
                  EXCHANGE FEE                                              NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     0.60%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            0.60%
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE.  The table below shows the expenses you would pay on an $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  The  illustration  is  hypothetical  and  is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $61
- --------------------------------------------------------------------------------
3 Years                                                           $192
- --------------------------------------------------------------------------------
5 Years                                                           $335
- --------------------------------------------------------------------------------
10 Years                                                          $750
- --------------------------------------------------------------------------------


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.


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. Ms. Blake, Ms. Eisenberg, Ms. Bonfeld and Mr. May
share primary responsibility for the day-to-day management of the Series.

<PAGE>
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 Mid Cap Index and that the  sub-adviser  believes  are  undervalued
based on their  return on  equity.  The  Russell  Mid Cap 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.  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  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.


          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
4.77%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
12.00% (2nd  quarter of 1999) and its lowest  quarterly  return was -13.00% (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
Lazard/JNL Mid Cap Value Series                        4.77%     -1.78%
Russell MidCap Index                                  16.48%     10.22%

The Russell Mid Cap Index is a broad-based, unmanaged index.
* The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                    1.075%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                           1.075%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $110
- --------------------------------------------------------------------------------
3 Years                                                           $342
- --------------------------------------------------------------------------------
5 Years                                                           $593
- --------------------------------------------------------------------------------
10 Years                                                        $1,311
- --------------------------------------------------------------------------------


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-size U.S. companies. To
the extent its assets are not invested in such securities, the Series may invest
in the equity securities of larger capitalization  companies or investment grade
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  grows or falls  outside  the range of  companies  in the Russell
Midcap  Index.  The  sub-adviser  may sell a security  for any of the  following
reasons:

          o    its  price  rises to a level  where it no longer  reflects  value
               (target valuation);

          o    the underlying investment assumptions are no longer valid;

          o    company management changes their direction; or

          o    external  events occur (e.g.,  changes in  regulation,  taxes and
               competitive position).

The Series may use derivative instruments, such as options and futures contracts
and  forward  currency  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  larger   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), a New York limited liability company, 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 Senior 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.
<PAGE>
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.  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 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.


          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, or may depend on the expertise of a few people 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.

          o    Non-diversification.  The  Series is  "non-diversified."  Under a
               definition  provided by the  Investment  Company Act of 1940,  as
               amended,  non-diversified funds may invest in fewer assets, or in
               larger   proportions  of  the  assets  of  single   companies  or
               industries. 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
1.96%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
20.18%  (2nd  quarter of 1999) and its lowest  quarterly  return was -8.85% (1st
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
Lazard/JNL Small Cap Value Series                      1.96%     -6.27%
Russell 2000                                          21.35%      5.69%

The Russell 2000 Index is a broad-based, unmanaged index.
* The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.15%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.15%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $117
- --------------------------------------------------------------------------------
3 Years                                                           $365
- --------------------------------------------------------------------------------
5 Years                                                           $633
- --------------------------------------------------------------------------------
10 Years                                                        $1,398
- --------------------------------------------------------------------------------


ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS  AND RISKS OF THE  SERIES.  The  Lazard/JNL  Small Cap Value  Series
invests in equity securities of small U.S.  companies that, in the sub-adviser's
opinion, have one or more of the following characteristics:  (i) are undervalued
relative to their earnings,  cash flow, or asset values; (ii) have an attractive
price/value  relationship  with  expectations  that some catalyst will cause the
perception  of value to  change  within 2 years;  (iii)  are out of favor due to
circumstances  which are  unlikely to harm the  company's  franchise or earnings
power;  (iv)  have  low  projected   price-to-earnings   or   price-to-cash-flow
multiples;  (v) have the  potential to become a larger  factor in the  company's
business; (vi) have significant debt but have high levels of free cash flow; and
(vii) have a relatively  short corporate  history with the expectation  that the
business may grow. 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 grows or falls outside the range of companies in the Russell 2000
Index. The sub-adviser may sell a security for any of the following reasons:

          o    its  price  rises to a level  where it no longer  reflects  value
               (target valuation);

          o    the underlying investment assumptions are no longer valid;

          o    company management changes their direction; or

          o    external  events occur (e.g.,  changes in  regulation,  taxes and
               competitive position).

The  Series  may  invest  in  equity  securities  of larger  U.S.  companies  or
investment grade fixed-income securities.

The Series may use derivative instruments, such as options and futures contracts
and  forward  currency  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  larger   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
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),  a New York  limited  liability  company,  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 Senior 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.
<PAGE>
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.  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 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.

               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    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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

10.81%            18.43%            10.06%           -0.11%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
9.77%  (2nd  quarter of 1997) and its lowest  quarterly  return was -5.75%  (3rd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

PPM America/JNL Balanced Series                       -0.11%     11.64%
S&P 500 Index                                         21.04%     26.95%
Lehman Brothers Aggregate Bond Index                  -0.82%      5.98%


Each of the S&P 500 Index and the  Lehman  Brothers  Aggregate  Bond  Index is a
broad-based, unmanaged index.
* The Series began  operations on May 15, 1995. Prior to May 1, 1997, the Series
was managed by Phoenix Investment Counsel, Inc.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .82%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .82%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $84
- --------------------------------------------------------------------------------
3 Years                                                           $262
- --------------------------------------------------------------------------------
5 Years                                                           $455
- --------------------------------------------------------------------------------
10 Years                                                        $1,014
- --------------------------------------------------------------------------------


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.
<PAGE>
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.  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    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    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.

               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.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held  only U.S.  securities.  To the  extent  that the
               Series  invests  in bonds  issued  by a foreign  government,  the
               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    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.

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  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

12.90%            15.05%            3.84%            1.09%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
5.71%  (3rd  quarter of 1997) and its lowest  quarterly  return was -4.56%  (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999

                                                     1 year      Life of Series*
PPM America/JNL High Yield Bond Series                 1.09%      8.32%
Lehman Brothers High Yield Index                       2.39%      9.15%

The Lehman Brothers High Yield Index is a broad-based, unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .82%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .82%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $84
- --------------------------------------------------------------------------------
3 Years                                                           $262
- --------------------------------------------------------------------------------
5 Years                                                           $455
- --------------------------------------------------------------------------------
10 Years                                                        $1,014
- --------------------------------------------------------------------------------


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 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 inception of
the Series.
<PAGE>
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.  Fixed income  securities  in general are subject to
               credit  risk  and  market  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.  Market
               risk, also known as 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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31

4.87%             5.01%             4.99%            4.67%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
1.30%  (3rd  quarter  of 1995) and its  lowest  quarterly  return was 1.07% (1st
quarter of 1999).

Average Annual Total Returns as of December 31, 1999
                                                     1 year      Life of Series*

PPM America/JNL Money Market Series                    4.67%      4.93%
Merrill Lynch Treasury Bill Index (3 month)            4.85%      5.34%

The 7-day yield of the Series on December 31, 1999, was 5.37%. The Merrill Lynch
Treasury Bill Index is a broad-based unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .70%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .70%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $72
- --------------------------------------------------------------------------------
3 Years                                                           $224
- --------------------------------------------------------------------------------
5 Years                                                           $390
- --------------------------------------------------------------------------------
10 Years                                                          $871
- --------------------------------------------------------------------------------


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.

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  portfolio  as they deem
appropriate  in the  pursuit  of the  Series'  investment  objectives.  PPM  has
supervised and managed the investment portfolio of the Series since inception of
the Series.
<PAGE>
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.  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 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.

          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    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.  In  addition,   foreign  investing  involves  less  publicly
          available  information  and  more  volatile  or less  liquid  markets.
          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.
          Foreign  accounting  may be less  revealing  than American  accounting
          practices.  Foreign regulation may be inadequate or irregular.  Owning
          foreign  securities  could cause the Series'  performance to fluctuate
          more than if it held only U.S. securities.


     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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
0.09%

[Insert Chart]

1999

In the period  shown in the chart,  the  Series'  highest  quarterly  return was
- -4.91%  (3rd  quarter  of 1999) and its lowest  quarterly  return was 4.15% (2nd
quarter of 1999).

Average Annual Total Returns as of December 31, 1999

                                                    1 year     Life of Series*
Salomon Brothers/JNL Balanced Series                  0.09%       3.23%
Lehman Brothers Aggregate Bond Index                 -0.82%       2.83%
S&P 500                                              21.04%      21.78%

Each  of  the  Lehman  Brothers  Aggregate  Bond  Index  and  the  S&P  500 is a
broad-based, unmanaged index.

* The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .90%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .90%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $92
- --------------------------------------------------------------------------------
3 Years                                                           $287
- --------------------------------------------------------------------------------
5 Years                                                           $498
- --------------------------------------------------------------------------------
10 Years                                                        $1,108
- --------------------------------------------------------------------------------


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 and 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,  Director and Senior Portfolio Manager of SBAM, is primarily
responsible for the day-to-day  management of the Series. Mr. Williamson has had
primary  responsibility  for  the  day-to-day  management  of the  Series  since
September 1998.

<PAGE>
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.  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   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    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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   Owning  foreign
               securities could cause the Series'  performance to fluctuate more
               than if it held  only U.S.  securities.  To the  extent  that the
               Series  invests  in bonds  issued  by a foreign  government,  the
               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    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.


          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.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
14.39%            10.66%       2.46%    1.87%

[Insert Chart]

1996              1997         1998       1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
4.86%  (2nd  quarter of 1997) and its lowest  quarterly  return was -2.72%  (3rd
quarter of 1998).

Average Annual Total Returns As of December 31, 1999
                                                    1 year       Life of Series*

Salomon Brothers/JNL Global Bond Series               1.87%       7.79%
Salomon Smith Barney Broad Investment Grade Index    -0.83%       6.46%

The  Salomon  Smith  Barney  Broad  Investment  Grade  Index  is a  broad-based,
unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE
<PAGE>
EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .95%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .95%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $97
- --------------------------------------------------------------------------------
3 Years                                                           $303
- --------------------------------------------------------------------------------
5 Years                                                           $525
- --------------------------------------------------------------------------------
10 Years                                                        $1,166
- --------------------------------------------------------------------------------


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  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, and 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.  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.Ms.  Semmel has  assisted in the  day-to-day
management of 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 Director and Portfolio Manager responsible for investment grade portfolios.

<PAGE>
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.  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    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    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.

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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
- -1.76%

[Insert Chart]

1999

In the period shown in the chart, the Series' highest quarterly return was 1.56%
(1st  quarter of 1999) and its lowest  quarterly  return  -2.18% (3rd quarter of
1999).

Average Annual Total Returns as of December 31, 1999

                                                    1 year       Life of Series*
Salomon Brothers/JNL High Yield Bond Series          -1.76%      -0.25%
Salomon Brothers High Yield Index                     1.73%       1.29%

The Salomon Brothers High Yield Index is a broad-based, unmanaged index.
* The Series began operations on March 2, 1998.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .90%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .90%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $92
- --------------------------------------------------------------------------------
3 Years                                                           $287
- --------------------------------------------------------------------------------
5 Years                                                           $498
- --------------------------------------------------------------------------------
10 Years                                                        $1,108
- --------------------------------------------------------------------------------


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
issuers.  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 partnership  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.  SBAM's  business  offices  are  located at 7 World Trade
Center, New York, New York 10048.


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.

<PAGE>
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.  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   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.

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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
2.58%             9.16%             9.40%            -2.50%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
5.86%  (3rd  quarter of 1998) and its lowest  quarterly  return was -2.13%  (1st
quarter of 1996).

Average Annual Total Returns as of December 31, 1999

                                                    1 year       Life of Series*
Salomon Brothers/JNL U.S. Government &
  Quality Bond Series                                -2.50%       5.42%
Salomon Brothers Treasury Index                      -2.45%       6.08%

The Salomon Brothers Treasury Index is a broad-based, unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .80%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .80%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $82
- --------------------------------------------------------------------------------
3 Years                                                           $255
- --------------------------------------------------------------------------------
5 Years                                                           $444
- --------------------------------------------------------------------------------
10 Years                                                          $990
- --------------------------------------------------------------------------------


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:

          (i)  U.S. Treasury obligations;

          (ii) 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;

          (iii)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;

          (iv) 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);

          (v)  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; and

          (vi) repurchase agreements collateralized by any of the foregoing.

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 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 Director and  Portfolio  Manager
responsible for investment  grade  portfolios.

<PAGE>
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  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.

While the Series  will  invest  principally  in U.S.  companies,  a  substantial
portion of the Series' assets can be invested in foreign stocks.

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  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.

               Growth investing risk.  Growth stocks can be volatile for several
               reasons.  Since  they  usually  invest  in a high  proportion  of
               earnings  in their  businesses,  they may lack the  dividends  of
               value stocks that can cushion  stock prices in a falling  market.
               Also,  earnings  disappointments  often lead to  sharply  falling
               prices  because  investors buy growth stocks in  anticipation  of
               superior earnings growth.


          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.  In  addition,  foreign  investing
               involves less publicly available information and more volatile or
               less liquid  markets.  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. Foreign accounting may
               be less revealing  than American  accounting  practices.  Foreign
               regulation  may  be  inadequate  or  irregular.   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 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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
22.59%            29.47%            27.78%           21.77%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
23.36% (4th  quarter of 1998) and its lowest  quarterly  return was -11.63% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                    1 year       Life of Series*
T. Rowe Price/JNL Established Growth Series          21.77%      26.74%
S&P 500 Index                                        21.04%      26.95%

The S&P 500 Index is a broad-based, unmanaged index.
*  The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                      .93%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                             .93%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                             $95
- --------------------------------------------------------------------------------
3 Years                                                           $296
- --------------------------------------------------------------------------------
5 Years                                                           $515
- --------------------------------------------------------------------------------
10 Years                                                        $1,143
- --------------------------------------------------------------------------------


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  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  and  to  maintain  market  exposure.  These
instruments  are  subject  to  transaction  costs  and  certain  risks,  such as
unanticipated  changes in  securities  prices.  If the Series  uses  futures and
options, it is exposed to additional volatility and potential losses.

The  Series may sell  securities  for a variety  of  reasons,  such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

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 Managing Director and Equity Portfolio Manager for T. Rowe. Mr. Smith
joined T. Rowe in 1992 and has been managing  investments  since 1987. Mr. Smith
has had  responsibility  for  the  day-to-day  management  of the  Series  since
February 21, 1997.
<PAGE>
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 stocks of medium-sized
(mid-cap) U.S.  companies which the sub-adviser  believes have the potential for
above-average  earnings  growth.  The Sub-Adviser  defines mid-cap  companies as
those 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.
However,  the Series will not automatically sell or cease to purchase stock of a
company it already owns just because the company's market  capitalization  grows
or falls outside this range.

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 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.
               Growth investing risk.  Growth stocks can be volatile for several
               reasons.  Since  they  usually  invest  in a high  proportion  of
               earnings  in their  businesses,  they may lack the  dividends  of
               value stocks that can cushion  stock prices in a falling  market.
               Also,  earnings  disappointments  often lead to  sharply  falling
               prices  because  investors buy growth stocks in  anticipation  of
               superior  earnings growth.  Foreign investing risk. To the extent
               that the Series invests in foreign securities, it is also subject
               to the risk  that  some  holdings  may  loose  value  because  of
               declining  foreign  currencies  or adverse  political or economic
               events overseas.

Stocks of mid-cap  companies  entail  greater risk and are usually more volatile
than shares of larger  companies.  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 a broad based
index.  Both the  chart and the  table  assume  reinvestment  of  dividends  and
distributions.  The  Series'  returns  shown in the chart and table below do not
reflect the deduction of any charges that are imposed under a variable insurance
contract.   Those  charges,  which  are  described  in  the  variable  insurance
prospectus,  will reduce the Series' performance.  As with all mutual funds, the
Series' past  performance  does not necessarily  indicate how it will perform in
the future.

Average Annual Total Returns as of December 31
23.47%            18.21%            21.49%           24.01%

[Insert Chart]

1996              1997              1998             1999

In the periods  shown in the chart,  the Series'  highest  quarterly  return was
27.05% (4th  quarter of 1998) and its lowest  quarterly  return was -18.02% (3rd
quarter of 1998).

Average Annual Total Returns as of December 31, 1999
                                                    1 year       Life of Series*

T. Rowe Price/JNL Mid-Cap Growth Series              24.01%      25.27%
S&P MidCap 400 Index                                 14.70%      21.41%

The S&P MidCap 400 Index is a broad-based,  unmanaged  index.
* The Series began operations on May 15, 1995.

SHAREHOLDER TRANSACTION EXPENSES
         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.03%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.03%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $105
- --------------------------------------------------------------------------------
3 Years                                                           $328
- --------------------------------------------------------------------------------
5 Years                                                           $569
- --------------------------------------------------------------------------------
10 Years                                                        $1,259
- --------------------------------------------------------------------------------


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 and to maintain market exposure.  These instruments are subject
to  transaction  costs and  certain  risks,  such as  unanticipated  changes  in
securities  prices.  If the Series uses  futures and  options,  it is exposed to
additional volatility and potential losses.

The  Series may sell  securities  for a variety  of  reasons,  such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

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,  a  Managing  Director  of T. Rowe,  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.
<PAGE>

T. ROWE PRICE/JNL VALUE SERIES

INVESTMENT  OBJECTIVE.  The investment  objective of the T. Rowe Price/JNL Value
Series is to provide  long-term  capital  appreciation  by  investing  in common
stocks believed to be undervalued. Income is a secondary objective.

PRINCIPAL  INVESTMENT  STRATEGIES.  In  taking a value  approach  to  investment
selection,  at least 65% of total  assets will be invested in common  stocks the
portfolio manager regards as undervalued. Stock holdings are expected to consist
primarily of large-company issues, but may also include smaller companies.

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 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.  Investing  in small-  and  medium-company  stocks
               generally  involves greater risks than investing in larger,  more
               established ones.

               Value  investing  risk. The value approach  carries the risk that
               the market will not recognize a security's  intrinsic value for a
               long time, or that a stock judged to be undervalued  may actually
               be appropriately priced.

          o    Foreign  investing risk. To the extent that the Series invests in
               foreign  securities,  it is also  subject  to the risk  that some
               holdings may loose value because of declining foreign  currencies
               or adverse political or economic events overseas.

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

PERFORMANCE.  This Series will  commence  investment  operations on or about the
date of this Prospectus. Therefore, a bar chart and table have not been included
for this Series.

SHAREHOLDER TRANSACTION EXPENSES

         MAXIMUM SALES LOAD IMPOSED ON PURCHASES                            NONE
         MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS                 NONE
         DEFERRED SALES LOAD                                                NONE
         REDEMPTION FEE                                                     NONE
         EXCHANGE FEE                                                       NONE

EXPENSES.  The table below  shows  certain  expenses  you will incur as a Series
investor, either directly or indirectly.

- --------------------------------------------------------------------------------
ANNUAL SERIES OPERATING EXPENSES (% OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Management/Administrative Fee                                     1.00%
- --------------------------------------------------------------------------------
Other Expenses                                                       0%
- --------------------------------------------------------------------------------
Total Series Annual Operating Expenses                            1.00%
- --------------------------------------------------------------------------------

EXPENSE  EXAMPLE.  The table below shows the expenses you would pay on a $10,000
investment,  assuming (1) 5% annual return and (2) redemption at the end of each
time  period.  This  illustration  is  hypothetical  and is not  intended  to be
representative  of  past  or  future  performance  of  the  Series.  For a  real
investment, your actual expenses may be higher or lower than those shown.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
What a $10,000 investment would actually cost
- --------------------------------------------------------------------------------
1 Year                                                            $102
- --------------------------------------------------------------------------------
3 Years                                                           $318
- --------------------------------------------------------------------------------
5 Years                                                           $552
- --------------------------------------------------------------------------------
10 Years                                                        $1,225
- --------------------------------------------------------------------------------

ADDITIONAL  INFORMATION  ABOUT  THE  PRINCIPAL  INVESTMENT   STRATEGIES,   OTHER
INVESTMENTS AND RISKS OF THE SERIES.  The  sub-adviser's  research team seeks to
identify companies that appear to be undervalued by various measures, and may be
temporarily out of favor, but have good prospects for capital  appreciation.  In
selecting investments, the sub-adviser generally looks for the following:

     o    low  price/earnings,  price/book  value,  or  price/cash  flow  ratios
          relative to the S&P 500,  the  company's  peers,  or its own  historic
          norm;

     o    low stock price relative to a company's underlying asset values;

     o    a plan to improve the business through restructuring; and

     o    a sound balance sheet and other positive financial characteristics.

The  Series may sell  securities  for a variety  of  reasons,  such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

The Series  may invest up to 25% of its total  assets  (excluding  reserves)  in
foreign securities.  Although the Series will invest primarily in common stocks,
the Series may invest in any type of security or instrument  (including  certain
potentially   high-risk   derivatives)  whose  investment   characteristics  are
consistent with the Series' investment program. These may include:

     o    preferred stocks

     o    convertible securities and warrants

     o    fixed  income   securities,   including  lower  quality   (high-yield,
          high-risk bonds) commonly referred to as "junk bonds"

     o    hybrid  instruments which combine the  characteristics  of securities,
          futures and options

     o    private placements

If the Series uses futures and options,  it is exposed to additional  volatility
and potential losses.

The SAI has more  information  about  the  Series'  authorized  investments  and
strategies.

SUB-ADVISER AND PORTFOLIO MANAGEMENT.

The  sub-adviser  to the  T.  Rowe  Price/JNL  Value  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  with the  following  members:
Brian C. Rogers,  Chairman,  Stephen W. Boesel,  Richard P. Howard, Kara Cheseby
Landers,  Robert W. Sharps,  and David J. Wallack.  The  committee  chairman has
day-to-day  responsibility  for  managing  the  portfolio  and  works  with  the
committee in developing and executing the fund's investment program.  Mr. Rogers
is the lead  portfolio  manager.  He joined  T. Rowe  Price in 1982 and has been
managing investments since 1983.

<PAGE>
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

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.

As of the date of this prospectus,  the Trust has not seen any adverse impact as
a result of the Year 2000 transition on any of the computer  systems used by the
Trust's  investment adviser and its other service  providers.  Nonetheless,  the
Trust will  continue to monitor  the Year 2000 status of its service  providers,
and there can be no  absolute  assurance  that the  steps  taken by the  service
providers will be sufficient to avoid any adverse impact on the Trust.
<PAGE>
                             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 (JNFS), 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 JNFS.

MANAGEMENT FEE


As  compensation  for its services,  JNFS receives a fee from the Trust computed
separately  for each Series,  accrued daily and payable  monthly.  The fee which
JNFS received  from each Series for the fiscal year ended  December 31, 1999, is
set forth below as an annual percentage of the net assets of the Series.fee 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.

<TABLE>
<CAPTION>

- ---------------------------------------------- ----------------------------------- ---------------------------------
                                                                                   Advisory Fee (Annual Rate Based
                                                                                    on Average Net Assets of each
Series                                         Assets                                          Series)
- ---------------------------------------------- ----------------------------------- ---------------------------------
<S>                                            <C>                                     <C>
JNL/Alger Growth Series                        $0 to $300 million                                             .975%
                                               $300 million to $500 million                                    .95%
                                               Over $500 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Alliance Growth Series                     $0 to $250 million                                             .775%
                                               Over $250 million                                               .70%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Eagle Core Equity Series                   $0 to $50 million                                               .90%
                                               $50 million to $300 million                                     .85%
                                               Over $300 million                                               .75%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Eagle SmallCap Equity Series               $0 to $150 million                                              .95%
                                               $150 million to $500 million                                    .90%
                                               Over $500 million                                               .85%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/J.P. Morgan Enhanced S&P 500 Stock Index   $0 to $25 million                                               .80%
Series                                         Over $25 million                                                .75%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/J.P. Morgan International & Emerging       $0 to $50 million                                              .975%
Markets Series                                 $50 million to $200 million                                     .95%
                                               $200 million to $350 million                                    .90%
                                               Over $350 million                                               .85%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Janus Aggressive Growth Series             $0 to $150 million                                              .95%
                                               $150 million to $300 million                                    .90%
                                               Over $300 million                                               .85%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Janus Balanced Series                      $0 to $300 million                                              .95%
                                               Over $300 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Janus Capital Growth Series                $0 to $150 million                                              .95%
                                               $150 million to $300 million                                    .90%
                                               Over $300 million                                               .85%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Janus Global Equities Series               $0 to $150 million                                             1.00%
                                               $150 million to $300 million                                    .95%
                                               Over $300 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Janus Growth & Income Series               $0 to $300 million                                              .95%
                                               Over $300 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/PIMCO Total Return Bond Series             All assets                                                      .70%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Putnam Growth Series                       $0 to $150 million                                              .90%
                                               $150 million to $300 million                                    .85%
                                               Over $300 million                                               .80%
JNL/Putnam International Equity Series         $0 to $50 million                                              1.10%
                                               $50 million to $150 million                                    1.05%
                                               $150 million to $300 million                                   1.00%
                                               $300 million to $500 million                                    .95%
                                               Over $500 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Putnam Value Equity Series                 $0 to $150 million                                              .90%
                                               $150 million to $300 million                                    .85%
                                               Over $300 million                                               .80%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/Putnam Mid-Cap Series                      $0 to $300 million                                              .95%
                                               Over $300 million                                               .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 Series             $0 to $500 million                                              .20%
                                               Over $500 million                                               .15%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/S&P Moderate Growth Series                 $0 to $500 million                                              .20%
                                               Over $500 million                                               .15%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL.S&P Aggressive Growth Series               $0 to $500 million                                              .20%
                                               Over $500 million                                               .15%
- ---------------------------------------------- ----------------------------------- ---------------------------------
JNL/SSGA Enhanced Intermediate Bond Index      All Assets                                                      .65%
Series
- ---------------------------------------------- ----------------------------------- ---------------------------------
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 Mid Cap Value Series              All Assets                                                      .50%
- ---------------------------------------------- ----------------------------------- ---------------------------------
Lazard/JNL Mid Cap Value Series                $0 to $150 million                                             .975%
                                               $150 million to $300 million                                   .925%
                                               Over $300 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
Lazard/JNL Small Cap Value Series              $0 to $50 million                                              1.05%
                                               $50 million to $150 million                                    1.00%
                                               $150 million to $300 million                                   .975%
                                               Over $300 million                                              .925%
- ---------------------------------------------- ----------------------------------- ---------------------------------
PPM America/JNL Balanced Series                $0 to $50 million                                               .75%
                                               $50 million to $150 million                                     .70%
                                               $150 million to $300 million                                   .675%
                                               $300 million to $500 million                                    .65%
                                               Over $500 million                                              .625%
- ---------------------------------------------- ----------------------------------- ---------------------------------
PPM America/JNL High Yield Bond Series         $0 to $50 million                                               .75%
                                               $50 million to $150 million                                     .70%
                                               $150 million to $300 million                                   .675%
                                               $300 million to $500 million                                    .65%
                                               Over $500 million                                              .625%
- ---------------------------------------------- ----------------------------------- ---------------------------------
PPM America/JNL Money Market Series            $0 to $150 million                                              .60%
                                               $150 million to $300 million                                   .575%
                                               $300 million to $500 million                                    .55%
                                               Over $500 million                                              .525%
- ---------------------------------------------- ----------------------------------- ---------------------------------
Salomon Brothers/JNL Balanced Series           $0 to $50 million                                               .80%
                                               $50 million to $150 million                                     .75%
                                               Over $150 million                                               .70%
- ---------------------------------------------- ----------------------------------- ---------------------------------
Salomon Brothers/JNL Global Bond Series        $0 to $150 million                                              .85%
                                               $150 million to $500 million                                    .80%
                                               Over $500 million                                               .75%
- ---------------------------------------------- ----------------------------------- ---------------------------------
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 &         $0 to $150 million                                              .70%
Quality Bond Series                            $150 million to $300 million                                    .65%
                                               $300 million to $500 million                                    .60%
                                               Over $500 million                                               .55%
- ---------------------------------------------- ----------------------------------- ---------------------------------
T. Rowe Price/JNL Established Growth Series    $0 to $150 million                                              .85%
                                               Over $150 million                                               .80%
- ---------------------------------------------- ----------------------------------- ---------------------------------
T. Rowe Price/JNL Mid-Cap Growth Series        $0 to $150 million                                              .95%
                                               Over $150 million                                               .90%
- ---------------------------------------------- ----------------------------------- ---------------------------------
T. Rowe Price/JNL Value Series                 $0 to $300 million                                              .90%
                                               Over $300 million                                               .85%
- ---------------------------------------------- ----------------------------------- ---------------------------------
</TABLE>


SUB-ADVISORY ARRANGEMENTS

JNFS  selects,  contracts  with  and  compensates  sub-advisers  to  manage  the
investment  and  reinvestment  of the assets of the  Series of the  Trust.  JNFS
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  JNFS,  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 JNFS 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 JNFS
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 JNFS 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,  each Series,  except the JNL/SSGA
International   Index   Series  and  the  JNL/S&P   Series,   pays  to  JNFS  an
Administrative  Fee of .10% of the average  daily net assets of the Series.  The
JNL/SSGA  International  Index Series pays an  Administrative  Fee of .15%.  The
JNL/S&P  Series do not pay an  Administrative  Fee. In return for the fee,  JNFS
provides or procures all necessary administrative functions and services for the
operation of the Series.  In addition,  JNFS,  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.


                           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
                           [To be Filed By Amendment]






<PAGE>

                                   PROSPECTUS

                                   MAY 1, 2000


                                JNL SERIES TRUST

You can find more information about the Trust in:


     o    The Trust's  STATEMENT OF  ADDITIONAL  INFORMATION  (SAI) dated May 1,
          2000,  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, 2000


                                JNL SERIES TRUST



================================================================================

This  Statement of Additional  Information  (the "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, 2000 (the  "Prospectus").  Not all Series  described in
this SAI may be available for  investment.  The Prospectus may be obtained at no
charge by calling (800) 766-4683,  or writing JNL Series Trust, P.O. Box 378002,
Denver, Colorado 80237-8002.

================================================================================




                                TABLE OF CONTENTS

General Information and History ............................................   2
Common Types of Investments and Management Practices .......................   2
Additional Risk Considerations .............................................  14
Investment Restrictions Applicable to all Series ...........................  18
Trustees and Officers of the Trust .........................................  25
Performance ................................................................  28
Investment Adviser and Other Services ......................................  33
Purchases, Redemptions and Pricing of Shares ...............................  46
Additional Information .....................................................  48
Tax Status .................................................................  49
Financial Statements .......................................................  51
Appendix A - Ratings of Investments ........................................ A-1


<PAGE>
                         GENERAL INFORMATION AND HISTORY


         The JNL Series Trust (the "Trust") is an open-end management investment
company  organized  under the laws of the  Commonwealth 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.  Asset-backed securities represent interests
in pools of consumer loans and most are structured as  pass-through  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 directly bear 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, which
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).

CATASTROPHE  BONDS.  Catastrophe bonds are fixed income securities for which the
return of principal and payment of interest is contingent on the  non-occurrence
of a specific trigger event, such as a hurricane or an earthquake.  If a trigger
event causes losses  exceeding a specific  amount in the  geographic  region and
time  period  specified  in a bond,  a Series  investing  in the bond may lose a
portion  or all of its  principal  invested  in the bond.  If no  trigger  event
occurs,  the Series will recover its principal plus interest.  Catastrophe bonds
may also expose the Series to certain  unanticipated  risks  including,  but not
limited to,  issuer  (credit)  default,  adverse  regulatory  or  jurisdictional
intepretation, and adverse tax consequences.
<PAGE>

DIVERSIFICATION.  Certain of the Series are diversified companies,  as such term
is defined  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act").  A Series that is a  diversified  company under the 1940 Act will have at
least 75% of the value of its total assets represented by:


o    cash and cash items (including receivables),
o    Government securities,
o    securities of other investment companies, and
o    other  securities  limited in respect to any one issuer to not more than 5%
     of the value of the  Series'  total  assets and to not more than 10% of the
     outstanding voting securities of such issuer.

         These  percentage  limitations  are  measured at the time that a Series
acquires a security,  and a Series will not lose its  diversification  status if
the  Series'  holdings  exceed  these  percentages  because of  post-acquisition
changes in security prices.

EQUITY SWAPS.  Equity swap contracts  offer an opportunity to invest in a market
without  owning or taking  physical  custody of securities in  circumstances  in
which  direct  investment  is  restricted  for  legal  reasons  or is  otherwise
impracticable.  The  counterparty to an equity swap contract will typically be a
bank, investment banking firm or broker/dealer.  The counterparty will generally
agree to pay the Series the amount,  if any, by which the notional amount of the
equity swap contract  would have  increased in value had it been invested in the
particular  stocks,  plus the  dividends  that would have been received on those
stocks.  The Series  will agree to pay to the  counterparty  a floating  rate of
interest on the notional amount of the equity swap contract plus the amount,  if
any, by which that  notional  amount  would have  decreased in value had it been
invested in such stocks.  Therefore, the return to the Series on any equity swap
contract should be the gain or loss on the notional amount plus dividends on the
stocks less the interest paid by the Series on the notional amount.

         The  Series  will enter into  equity  swaps only on a net basis,  which
means that the two payment streams are netted out, with the Series  receiving or
paying, as the case my be, only the net amount of the two payments. Payments may
be made at the conclusion of an equity swap contract or periodically  during its
term. Equity swaps do not involve the delivery of securities or other underlying
assets. Accordingly, the risk of loss with respect to equity swaps is limited to
the net amount of payments that is contractually obligated to make. If the other
party to an equity swap  defaults,  the Series' risk of loss consists of the net
amount of payments  that such Series is  contractually  entitled to receive,  if
any. The net amount of the excess,  if any, of the Series'  obligations over its
entitlements  with  respect to each equity swap will be accrued on a daily basis
and an amount of cash or liquid  assets,  having an aggregate net asset value at
least equal to such accrued excess will be maintained in a segregated account by
the Series'  custodian.  Inasmuch  as these  transactions  are entered  into for
hedging purposes or are offset by segregated cash or liquid assets, as permitted
by  applicable  law,  the  Series  will not treat  them as being  subject to the
Series' borrowing restrictions.

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.  Investors should
realize  that  investing  in  foreign   securities   involves   certain  special
considerations  which  are  not  typically  associated  with  investing  in U.S.
securities.   These  include  non-U.S.   dollar-denominated   securities  traded
principally  outside the U.S. and U.S.  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). In
addition,  foreign securities purchased by the Series, may be subject to foreign
government  taxes,  higher  custodian  fees,  higher  brokerage  commissions and
dividend collection fees. 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.

INVESTMENT COMPANIES.  A Series may invest in investment companies to the extent
permitted  under the 1940 Act. As a shareholder  in an investment  company,  the
Series  would bear its pro rata  share of that  investment  company's  expenses,
which could result in  duplication  of certain fees,  including  management  and
administrative fees.

         A Series may invest cash balances into investment  companies managed by
a common investment adviser or its affiliates. A Series' investments in any such
fund will not be  subject  to any  additional  fees,  including  management  and
administrative fees.

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).  REITs are pooled  investment  vehicles
whose  assets  consist  primarily  of  interests  in real estate and real estate
loans.  The REITs in which a Series may invest include  equity REITs,  which own
real estate  properties  and realize income from rents and gain or loss from the
sale of real estate  interest,  and  mortgage  REITs,  which make  construction,
development  and  long-term  mortgage  loans and realize  income  from  interest
payments on 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,  heavy
cash flow dependency,  self-liquidation,  failure to qualify as a "pass-through"
entity under the Federal tax law,  failure to qualify as an exempt  entity under
the 1940 Act,  and the fact that REITs are not  diversified.  REITs  (especially
mortgage REITs) are subject to interest rate risk.


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. If
the value of the security goes up, the Series will have to buy it back at a loss
to make good on the borrowing.


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  (SPDRS).  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.  The SPDR 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.
In addition,  emerging  market  economies may be based on only a few industries,
may be highly vulnerable to changes in local or global trade conditions, and may
suffer from extreme and volatile debt burdens or inflation rates.


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:
(i) the risk that interest rates,  securities  prices and currency  markets will
not move in the directions  anticipated;  (ii) imperfect correlation between the
price of derivative  instruments  and movements in the prices of the securities,
interest rates or currencies being hedged;  (iii) the fact that skills needed to
use these  strategies  are  different  from  those  needed  to select  portfolio
securities;  (iv) the  possible  absence  of a liquid  secondary  market for any
particular  instrument  at any time;  and (v) 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.


SECURITIES  LENDING.  Lending  securities  enables a Series  to earn  additional
income, but could result in a loss or delay in recovering these securities.  The
borrower of a Series' portfolio  securities must maintain acceptable  collateral
with that Series' custodian in an amount, marked to market daily, at least equal
to the  market  value  of the  securities  loaned,  plus  accrued  interest  and
dividends.  Acceptable collateral is limited to cash, U.S. government securities
and  irrevocable  letters of credit that meet certain  guidelines.  A Series may
reinvest any cash  collateral in money market  investments  or other  short-term
liquid investments. A Series will retain authority to terminate any of its loans
at any time. A Series may pay reasonable  fees in connection with a loan and may
pay the borrower or placing broker a negotiated  portion of the interest  earned
on the  reinvestment  of cash held as collateral.  A Series will receive amounts
equivalent to any dividends,  interest or other  distributions on the securities
loaned. A Series will regain record  ownership of loaned  securities to exercise
beneficial rights,  such as voting and subscription  rights, when regaining such
rights is considered to be in the Series' interest.
<PAGE>
                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/Janus  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 Series,  JNL/S&P Moderate Growth Series,  JNL/S&P Aggressive
Growth  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 h
               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.

          (c)  The Series  may  invest up to 25% of its total  assets in foreign
               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, JNL/Janus Global Equities Series, and the JNL/Janus Growth &
     Income 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.

          (c)  The  Series  may not  invest  more than 10% of its assets in zero
               coupon bonds.


     For the JNL/Janus Balanced 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 10% of its assets in zero
               coupon bonds.


     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.

          (c)  The  Series  may  invest up to 20% of its  assets  in  securities
               denominated in foreign currencies.

          (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  MSCI  E.A.FE.
               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  Index
               futures contracts.

     For the Lazard/JNL Mid Cap Value Series:

          (a)  At least 80% of its total  assets will  generally  be invested in
               the equity securities of undervalued medium size companies.

          (b)  The Series  may  invest up to 15% of its total  assets in foreign
               securities.

     For the Lazard/JNL Small Cap Value Series:

          (a)  At least 80% of its total  assets will  generally  be invested in
               the equity securities of small U.S. companies in the range of the
               Russell 2000 Index.

          (b)  The Series does not  currently  intend to invest more than 10% of
               its total assets in the securities of unseasoned companies.

     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.

          (c)  The  series  may  invest  up to  25%  of its  assets  in  foreign
               securities.

     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.

          (c)  The Series  may  invest up to 20% of its total  assets in foreign
               securities.

          (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.

          (c)  The Series may not  invest  more than 10% of its total  assets in
               obligations of foreign issuers.

          (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.


     For the T. Rowe Price/JNL Value Series:

          (a)  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 (JNFS)
and the insurance companies may enter into agreements, required by certain state
insurance  departments,  under  which JNFS 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.  For  purposes of this
section,  the term "Fund  Complex"  includes  each of the  following  investment
companies:  JNL Series Trust,  JNL Variable Fund LLC, JNL Variable Fund III LLC,
JNL Variable Fund V LLC,  JNLNY  Variable Fund I LLC, and JNLNY Variable Fund II
LLC.  Each of the  Trustees  is also a Trustee  or  Manager of each of the other
funds in the Fund Complex and each of the Trust's officers is also an officer of
one or more of the funds in the Fund Complex.


ANDREW B. HOPPING* (Age 41), 5901 Executive Drive, Lansing, Michigan 48911

Trustee  of the Trust and Member of the Board of  Managers  of each of the other
funds in the Fund Complex President and Chief Executive Officer of the Trust and
each of the other funds in the Fund  Complex JNL Series  Trust,  Vice  President
(8/96 to 8/97) JNL Series  Trust,  Treasurer  (8/96 to 8/97) JNL  Series  Trust,
Chief Financial Officer (8/96 to 8/97) Jackson National Financial Services, LLC,
President (3/98 to present) Jackson National Financial  Services,  LLC, Managing
Board  Member  (3/98  to  present)  Jackson  National  Life  Insurance  Company,
Executive  Vice  President  (7/98 to present)  Jackson  National Life  Insurance
Company,  Chief  Financial  Officer  (12/97 to present)  Jackson  National  Life
Insurance  Company,  Senior  Vice  President  (6/94 to 7/98)  National  Planning
Corporation,  Vice  President  (5/98 to  7/98)  National  Planning  Corporation,
Director (6/97 to present)  Jackson  National  Financial  Services,  Inc., Chief
Executive  Officer (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 65), 1405 Cambridge, Lansing, MI  48911

Trustee  of the Trust and Member of the Board of  Managers  of each of the other
funds in the Fund Complex Consultant (1991 to present)


ROBERT A. FRITTS* (Age 51) 5901 Executive Drive, Lansing, Michigan 48911

Trustee  of the Trust and Member of the Board of  Managers  of each of the other
funds in the Fund Complex Vice President,  Treasurer and Chief Financial Officer
of the Trust and each of the other funds in the Fund  Complex JNL Series  Trust,
Assistant Treasurer (2/96 to 8/97) JNL Series Trust,  Assistant Secretary (12/94
to 2/96) Jackson National Life Insurance Company, Vice President and Controller


THOMAS J. MEYER (Age 52) 5901 Executive Drive, Lansing, Michigan 48911

Vice  President,  Secretary and Counsel of the Trust and each of the other funds
in the Fund  Complex  Jackson  National  Life  Insurance  Company,  Senior  Vice
President (7/98 to present) Jackson National Life Insurance  Company,  Secretary
(9/94 to present) Jackson National Life Insurance Company, General Counsel (3/85
to present)  Jackson  National Life Insurance  Company,  Vice President (3/85 to
7/98)


RICHARD MCLELLAN (Age 57), 1191 Carriageway North, East Lansing, MI  48823

Trustee  of the Trust and Member of the Board of  Managers  of each of the other
funds in the Fund Complex Dykema Gossett PLLC, Attorney


PETER MCPHERSON (Age 58), 1 Abbott Road, East Lansing, MI  48824

Trustee  of the Trust and Member of the Board of  Managers  of each of the other
funds in the  Fund  Complex  Michigan  State  University,  President  (10/93  to
present)


MARK D. NERUD (Age 33) 225 West Wacker Drive, Suite 1200, Chicago, IL  60606

Vice President and Assistant  Treasurer of the Trust and each of the other funds
in the Fund Complex Jackson National  Financial  Services,  LLC, Chief Financial
Officer (3/98 to present) Jackson National  Financial  Services,  LLC,  Managing
Board Member (3/98 to present)  National  Planning  Corporation,  Vice President
(5/98 to present) Jackson National Financial  Services,  Inc., Director (1/98 to
5/98) Jackson National Financial  Services,  Inc., Chief Operating Officer (6/97
to 5/98) Jackson National  Financial  Services,  Inc.,  Treasurer (6/97 to 5/98)
Jackson National Life Insurance Company,  Assistant Vice President - Mutual Fund
Operations (4/97 to present) 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)

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

         As of January 20, 2000,  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 $5,000 for each meeting of the Board of Trustees that they attend. The fees
to the  disinterested  Trustees are divided  among the funds in the Fund Complex
based on their relative size.

For the year ended December 31, 1999, the  disinterested  Trustees  received the
following fees from the Trust for service as Trustee:


                                                        PENSION OR RETIREMENT
                   AGGREGATE COMPENSATION FROM THE   BENEFITS ACCRUED AS PART OF
TRUSTEE                FROM THE ADVISER                     TRUST EXPENSES
- -------                ----------------                     --------------
Joseph Frauenheim .....      $16,000                                $0
Richard McLellan ......      $16,000                                 0
Peter McPherson .......      $16,000                                 0


                                   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 for the
periods indicated was as follows:

<TABLE>
<CAPTION>


                                                                            One-Year Period       Commencement of
                                                                           Ended December 31,      Operations to
                                                                                  1999           December 31, 1999
                                                                           ------------------    -----------------
<S>                                                                           <C>                   <C>
JNL/Alger Growth Series** .............................................          33.80%                27.08%
JNL/Alliance Growth Series**** ........................................          28.23%                33.64%
JNL/Eagle Core Equity Series*** .......................................          23.55%                23.96%
JNL/Eagle SmallCap Equity Series*** ...................................          19.27%                19.09%
JNL/J.P. Morgan International & Emerging Markets Series**** ...........          38.02%                18.38%
JNL/J.P. Morgan Enhanced S&P 500 Index Series**** .....................           N/A                   6.85%
JNL/Janus Aggressive Growth Series* ...................................          94.43%                42.10%
JNL/Janus Capital Growth Series* ......................................         124.19%                44.09%
JNL/Janus Global Equities Series* .....................................          64.58%                36.45%
JNL/Janus Growth & Income Series****** ................................           4.98%                -2.64%
JNL/PIMCO Total Return Bond Series**** ................................          -0.26%                 2.92%
JNL/Putnam Growth Series* .............................................          29.41%                30.51%
JNL/Putnam International Equity Series******* .........................          32.11%                14.78%
JNL/Putnam Value Equity Series* .......................................          -1.04%                16.96%
JNL/S&P Conservative Growth Series I***** .............................          19.52%                13.85%
JNL/S&P Moderate Growth Series I***** .................................          26.74%                18.75%
JNL/S&P Aggressive Growth Series I***** ...............................          35.38%                25.02%
JNL/S&P Very Aggressive Growth Series I***** ..........................          48.86%                33.84%
JNL/S&P Equity Growth Series I***** ...................................          43.19%                27.72%
JNL/S&P Equity Aggressive Growth Series I***** ........................          45.25%                29.67%
JNL/S&P Conservative Growth Series II***** ............................          16.14%                 6.14%
JNL/S&P Moderate Growth Series II***** ................................          22.77%                14.10%
JNL/S&P Aggressive Growth Series II***** ..............................          28.66%                16.11%
JNL/S&P Very Aggressive Growth Series II***** .........................          42.42%                28.44%
JNL/S&P Equity Growth Series II***** ..................................          36.29%                19.99%
JNL/S&P Equity Aggressive Growth Series II***** .......................          39.61%                23.92%
Lazard/JNL Mid Cap Value Series**** ...................................           4.77%                -1.78%
Lazard/JNL Small Cap Value Series**** .................................           1.96%                -6.27%
PPM America/JNL Balanced Series* ......................................          -0.11%                11.64%
PPM America/JNL Money Market Series* ..................................           4.67%                 4.93%
PPM America/JNL High-Yield Bond Series* ...............................           1.09%                 8.32%
Salomon Brothers/JNL Balanced Series**** ..............................           0.09%                 3.23%
Salomon Brothers/JNL Global Bond Series* ..............................           1.87%                 7.79%
Salomon Brothers/JNL High-Yield Bond Series**** .......................          -1.76%                -0.25%
Salomon Brothers/JNL U.S. Government & Quality Bond Series* ...........          -2.50%                 5.42%
T. Rowe Price/JNL Established Growth Series* ..........................          21.77%                26.74%
T. Rowe Price/JNL Mid-Cap Growth Series* ..............................          24.01%                25.27%
- -----------------------------------------------------------------------------------------------------------------
</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 April  15,  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; the JNL/S&P Equity Aggressive
Growth Series II commenced operations on April 13, 1998 and the JNL/J.P.  Morgan
Enhanced S&P 500 Index Series commenced operations on May 16, 1999.  Performance
figures are not annualized.
         ****** Commenced  operations on March 2, 1998. As of the effective date
of this Statement of Additional  Information,  Janus Capital Corporation (Janus)
has replaced  Goldman Sachs Asset  Management as the sub-adviser to this Series.
In addition,  certain  investment  policies,  practices and strategies have been
changed to reflect  the  management  style of Janus,  the new  sub-adviser.  The
Advisory  fees have also been  changed.  Given these  changes,  the  performance
information  shown below is not  indicative in any manner of how the Series will
perform in the future.
         ******* Commenced  operations on May 15, 1995. As of the effective date
of this Statement of Additional Information,  Putnam Investment Management, Inc.
has replaced Rowe-Price Fleming  International,  Inc. as the sub-adviser to this
Series.  Therefore, the performance information shown below is not indicative in
any manner of how the Series will perform in the future.

         The JNL/S&P  Conservative  Growth Series,  the JNL/S&P  Moderate Growth
Series, the JNL/S&P Aggressive Growth 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 1999. 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.

         A Series'  performance  may be  affected  by risks  specific to certain
types  of  investments,  such as  foreign  securities,  derivative  investments,
non-investment  grade  debt  securities,  initial  public  offerings  (IPOs)  or
companies  with  relatively  small  market   capitalizations.   IPOs  and  other
investment  techniques may have magnified  performance impact on a Series with a
small asset base. A Series may not experience similar  performance as its assets
grow.


         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, 1999,  for each of
the referenced Series was as follows:


         JNL/PIMCO Total Return Bond Series                                4.75%
         PPM America/JNL Balanced Series                                   2.43%
         PPM America/JNL High-Yield Bond Series                            9.27%
         Salomon Brothers/JNL Balanced Series                              2.07%
         Salomon Brothers/JNL Global Bond Series                           7.51%
         Salomon Brothers/JNL High-Yield Bond Series                       8.60%
         Salomon Brothers/JNL U.S. Government & Quality Bond Series        5.25%

         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, 1999, was 5.37%.

         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, 1999, was 5.52%.


         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  All Country World
Free (ex-U.S.) Index, the Morgan Stanley Capital  International World Index, the
Lehman Brothers Aggregate Bond Index, the Lehman Brothers  High-Yield Index, the
Merrill  Lynch  Treasury  Bill Index (3 month),  the Salomon  Smith Barney Broad
Investment  Grade Bond Index,  the Salomon Smith Barney High Yield Market Index,
the Salomon Brothers  Treasury Index, the Russell 2000 Index, the Russell Midcap
Index, the Morgan Stanley Europe and Australasia, Far East Equity Index, the S&P
Micropal  Asset  Allocation  USA Income Funds Sector Index,  or the S&P Micropal
Asset  Allocation USA Balanced Funds Sector 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


         Jackson  National  Financial  Services,  LLC ("JNFS"),  5901  Executive
Drive,  Lansing,  Michigan  48911,  is the investment  adviser to the Trust.  As
investment  adviser,  JNFS  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.  JNFS is a wholly owned subsidiary of Jackson National Life Insurance
Company,  which is in turn  wholly  owned by  Prudential  plc, a life  insurance
company in the United Kingdom.


         JNFS 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 JNFS,  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 JNFS 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 JNFS  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 JNFS 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 JNFS 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  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
$6,458,387.  The  fees  paid  by the  Trust  to  JNFS  pursuant  to the  Amended
Investment  Advisory and Management  Agreement from July 1, 1998 to December 31,
1998 and for the  fiscal  year  ended  December  31,  1999 were  $7,786,576  and
$26,522,227, respectively.


         In addition to providing the services  described  above,  JNFS selects,
contracts  with and  compensates  sub-advisers  to  manage  the  investment  and
reinvestment  of the  assets  of the  Series of the  Trust.  JNFS  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 1 World Trade Center, Suite 9333, New York, New York 10048, 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.

         J.P. Morgan Investment  Management Inc. (J.P.  Morgan),  with principal
offices at 522 Fifth Avenue, New York, New York 10036,  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  Balanced
Series,  the JNL/Janus  Capital Growth  Series,  the JNL/Janus  Global  Equities
Series,  and  the  JNL/Janus  Growth  &  Income  Series.  Kansas  City  Southern
Industries, Inc. (KCSI) indirectly through its wholly-owned subsidiary, Stilwell
Financial, Inc., owns approximately 82% of the outstanding voting stock of Janus
Capital.  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.  KCSI has announced its intention to separate its transportion
and  financial  services  businesses.  KCSI  anticipates  the  separation  to be
completed in the first half of 2000.


         Lazard Asset Management  (Lazard),  30 Rockefeller Plaza, New York, New
York 10112, serves as sub-adviser to the Lazard/JNL Mid Cap Value Series and the
Lazard/JNL  Small 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.
PIMCO  may,  from  time to  time,  seek  research  assistance  and rely on other
management resources of its affiliated companies.  A portion of the sub-advisory
fees  received  by PIMCO  may be paid to those  affiliates  in  return  for such
services provided.


         PPM America,  Inc.  (PPM),  which is located at 225 West Wacker  Drive,
Suite  1200,  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, the JNL/Putnam  International Equity Series, the JNL/Putnam Value
Equity  Series,  and the  JNL/Putnam  Mid-Cap  Growth  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 Citigroup Inc. 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
Citigroup 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  Series,   JNL/S&P  Moderate  Growth  Series  and  JNL/S&P
Aggressive  Growth 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,  the T. Rowe  Price/JNL  Mid-Cap  Growth
Series,  and the T. Rowe Price/JNL Value Series.  T. Rowe was founded in 1937 by
the late Thomas Rowe Price, Jr.


         As compensation for their services,  the sub-advisers receive fees from
JNFS 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 JNFS 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             $0 to $50 million.......................      .55%
  Series ..............................................        $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 Balanced ..................................        $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/Janus Growth & Income 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 International Equity Series ..............        $0 to $150 million ......................     .55%
                                                               $150 million to $300 million ............     .50%
                                                               Over $300 million .......................     .45%

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

  JNL/Putnam Mid-Cap Growth Series ....................        $0 to $250 million .....................      .50%
                                                               Over $250  million .....................      .45%

  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%

  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               $0 to $150 million......................      .225%
  Bond 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 Mid-Cap Growth Series..............        $0 to $20 million.......................      .60%
                                                               $20 million to $50 million..............      .50%
                                                               Over $50 million........................      .50%*

  T. Rowe Price/JNL Value Series ......................        $0 to $50 million ......................      .50%
                                                               Over $50 million .......................      .40%

</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 JNFS 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 JNFS  and  the  Trustees  pursuant  to
investment  sub-advisory  agreements  entered  into between JNFS 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  JNFS 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).


         The JNL/J.P.  Morgan Enhanced S&P 500 Stock Index Series,  JNL/SSGA S&P
500 Index  Series,  and  JNL/SSGA  S&P MidCap  Index  Series are not  sponsored,
endorsed,  sold or promoted by Standard & Poor's,  a division of The McGraw-Hill
Companies,  Inc.  (S&P).  S&P makes no  representation  or warranty,  express or
implied,  to the  owners of the  Series or any  member of public  regarding  the
advisability of investing in securities  generally or in the Series particularly
or the ability of the S&P 500 Index or the S&P MidCap 400 Index to track general
stock  market  performance.  S&P's  only  relationship  to the  Licensee  is the
licensing of certain  trademarks and trade names of S&P and of the S&P 500 Index
and the S&P MidCap 400 Index which are  determined,  composed and  calculated by
S&P without regard to the Licensee or the Series.  S&P has no obligation to take
the needs of the  Licensee  or the owners of the Series  into  consideration  in
determining,  composing or  calculating  the S&P 500 Index or the S&P MidCap 400
Index. S&P is not responsible for and has not participated in the  determination
of the prices and amount of the Series or the timing of the  issuance or sale of
the Series or in the  determination  or calculation of the equation by which the
Series is to be  converted  into cash.  S&P has no  obligation  or  liability in
connection with the administration, marketing or trading of the Series.


         S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE  COMPLETENESS OF THE S&P
500 INDEX OR THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES
NO  WARRANTY,  EXPRESS OR IMPLIED,  AS TO RESULTS TO BE  OBTAINED  BY  LICENSEE,
OWNERS OF THE SERIES,  OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500
INDEX OR THE S&P MIDCAP  400 INDEX OR ANY DATA  INCLUDED  THEREIN.  S&P MAKES NO
EXPRESS OR  IMPLIED  WARRANTIES,  AND  EXPRESSLY  DISCLAIMS  ALL  WARRANTIES  OF
MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE OR USE WITH RESPECT TO THE
S&P 500 INDEX OR THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT
LIMITING ANY OF THE FOREGOING,  IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE,  INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

ADMINISTRATIVE FEE. Each Series, except the JNL/SSGA  International Index Series
and each of the JNL/S&P Series,  pays to JNFS an  Administrative  Fee of .10% of
the average  daily net assets of the Series.  The JNL/SSGA  International  Index
Series pays an  Administrative  Fee of .15%.  The  JNL/S&P  Series do not pay an
Administrative  Fee.  In return  for the fee,  JNFS  provides  or  procures  all
necessary administrative functions and services for the operation of the Series.
In  addition,  JNFS,  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.


         Boston  Safe  Deposit  and Trust  Company,  One Boston  Place,  Boston,
Massachusetts  02108,  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  Balanced Series,  JNL/Janus  Capital Growth Series,  JNL/Janus Global
Equities Series,  JNL/Janus Growth & Income Series,  JNL/PIMCO Total Return Bond
Series,  JNL/Putnam  Growth  Series,  JNL/Putnam  International  Equity  Series,
JNL/Putnam  Mid-Cap 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, 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 Mid-Cap Growth Series, T.
Rowe  Price/JNL  Value Series,  JNL/J.P.  Morgan  Enhanced S&P 500 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, and
JNL/SSGA S&P MidCap 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  Series,  JNL/S&P
Moderate Growth Series, and JNL/S&P Aggressive Growth Series.

         JNFS is the transfer agent and dividend-paying agent for each Series of
the Trust.

INDEPENDENT     ACCOUNTANTS.     The    Series'     independent     accountants,
PricewaterhouseCoopers  LLP, 203 North La Salle Street, 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. Purchases and sales of newly issued portfolio
securities are usually  principal  transactions  without  brokerage  commissions
effected  directly with the issuer or with an  underwriter  acting as principal.
Other  purchases  and  sales  may  be  effected  on  a  securities  exchange  or
over-the-counter, depending on where it appears that the best price or execution
will be obtained.  The purchase price paid by a Series to  underwriters of newly
issued  securities  usually  includes  a  concession  paid by the  issuer to the
underwriter,  and  purchases  of  securities  from  dealers,  acting  as  either
principals  or agents in the after  market,  are  normally  executed  at a price
between the bid and asked price, which includes a dealer's mark-up or mark-down.
Transactions on U.S. stock  exchanges and some foreign stock  exchanges  involve
the  payment  of  negotiated  brokerage  commissions.   On  exchanges  on  which
commissions  are negotiated,  the cost of transactions  may vary among different
brokers.  On most foreign  exchanges,  commissions are generally fixed. There is
generally no stated  commission in the case of securities  traded in domestic or
foreign  over-the-counter  markets,  but  the  price  of  securities  traded  in
over-the-counter  markets  includes an undisclosed  commission or mark-up.  U.S.
Government  Securities  are generally  purchased from  underwriters  or dealers,
although  certain  newly  issued U.S.  Government  Securities  may be  purchased
directly from the U.S.  Treasury or from the issuing agency or  instrumentality.
No brokerage  commissions  are  typically  paid on  purchases  and sales of U.S.
Government Securities.

         Transactions  for a  Series  may  be  effected  on  foreign  securities
exchanges.  In  transactions  for  securities  not actively  traded on a foreign
securities  exchange,  a Series will deal  directly  with the dealers who make a
market in the securities  involved,  except in those  circumstances where better
prices and execution are available elsewhere. Such dealers usually are acting as
principal  for their own  account.  On  occasion,  securities  may be  purchased
directly from the issuer.  Such portfolio  securities are generally  traded on a
net basis and do not normally involve  brokerage  commissions.  Securities firms
may receive brokerage commissions on certain portfolio  transactions,  including
options,  futures and options on futures  transactions and the purchase and sale
of underlying securities upon exercise of options.

         Each Series may participate,  if and when  practicable,  in bidding for
the purchase of securities for the Series' portfolio  directly from an issuer in
order to take advantage of the lower purchase price available to members of such
a  group.  A  Series  will  engage  in this  practice,  however,  only  when the
sub-adviser,  in its sole discretion,  believes such practice to be otherwise in
the Series' interest.

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


         JNFS and the sub-advisers are authorized, consistent with Section 28(e)
of the  Securities  Exchange Act of 1934,  as amended,  when  placing  portfolio
transactions  for a Series with a broker to pay a brokerage  commission  (to the
extent applicable) in excess of that which another broker might have charged for
effecting the same transaction on account of the receipt of research,  market or
statistical information.  The term "research, market or statistical information"
may include (a) advice as to (i) the value of securities,  (ii) the advisability
of investing in, purchasing or selling securities, and (iii) the availability of
securities or purchasers or sellers of securities  and (b)  furnishing  analysis
and reports concerning  issuers,  industries,  securities,  economic factors and
trends,  portfolio strategy and the performance of accounts.  Higher commissions
may be paid to firms that provide  research  services to the extent permitted by
law. JNFS and the sub-advisers may use this research information in managing the
Trust's assets, as well as the assets of other clients.

         The  Trustees  periodically  review the  Adviser's  performance  of its
responsibilities  in connection with the placement of portfolio  transactions on
behalf of the Series and review  commissions paid by the Series over a period of
time to  determine  if they are  reasonable  in  relation  to the benefit to the
Series.


         Any portfolio  transaction for a Series may be executed through brokers
that  are  affiliated  with the  Trust,  JNFS  and/or  sub-adviser,  if,  in the
sub-adviser's  judgment,  the use of such affiliated brokers is likely to result
in  price  and  execution  at  least as  favorable  as those of other  qualified
brokers, and if, in the transaction,  the affiliated broker charges the Series a
commission  rate  consistent  with  those  charged by the  affiliated  broker to
comparable unaffiliated customers in similar transactions. All transactions with
affiliated brokers will comply with Rule 17e-1 under the 1940 Act.

         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 JNFS or
the sub-advisers.  Although such concurrent authorizations  potentially could be
either advantageous or disadvantageous to the Trust, they are effected only when
JNFS 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 Trust paid the following amounts in
brokerage commissions to affiliated


         The percentage of the Trust's aggregate  brokerage  commissions paid to
affiliated  broker/dealers  during  the period  ended  December  31,  1999 is as
follows: [To be updated by amendment]

         As of December 31, 1999, the following  Series owned  securities of one
of the Trust's regular broker/dealers: [To be updated by Amendment]


CODE OF ETHICS.  To mitigate  the  possibility  that a Series will be  adversely
affected by personal trading of employees,  the Trust, JNFS 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 back 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



                            TO BE FILED BY AMENDMENT

<PAGE>
                      APPENDIX A -- RATINGS OF INVESTMENTS

MOODY'S INVESTORS SERVICE, INC.

COMMERCIAL  PAPER RATINGS.  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.

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.


STANDARD & POOR'S RATINGS SERVICES

ISSUE CREDIT RATINGS  DEFINITIONS.  A Standard & Poor's issue credit rating is a
current opinion of the creditworthiness of an obligor with respect to a specific
financial obligation,  a specific class of financial obligations,  or a specific
financial program (including ratings on medium-term note programs and commercial
paper programs). It takes into consideration the creditworthiness of guarantors,
insurers,  or other forms of credit enhancement on the obligation and takes into
account the currency in which the  obligation is  denominated.  The issue credit
rating  is  not  a  recommendation  to  purchase,  sell,  or  hold  a  financial
obligation,  inasmuch as it does not comment as to market  price or  suitability
for a particular investor.

Issue credit ratings are base on current  information  furnished by the obligors
or  obtained  by Standard & Poor's  from other  sources it  considers  reliable.
Standard & Poor's does not perform an audit in connection with any credit rating
and may, on occasion,  rely on unaudited financial  information.  Credit ratings
may  be  changed,  suspended,  or  withdrawn  as a  result  of  changes  in,  or
unavailability of, such information, or based on other circumstances.

Issue credit ratings can be either long-term or short-term.  Short-term  ratings
are  generally  assigned  to  those  obligations  considered  short-term  in the
relevant  market.  In the U.S.,  for  example,  that means  obligations  with an
original  maturity  of no more  than  365  days -  including  commercial  paper.
Short-term ratings are also used to indicate the  creditworthiness of an obligor
with  respect to put  features on  long-term  obligations.  The result is a dual
rating, in which the short-term rating addresses the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.

LONG-TERM ISSUE CREDIT RATINGS.  Issue credit
ratings are based, in varying degrees, on the
following considerations:

        1.  Likelihood of  payment-capacity  and  willingness  of the obligor to
            meet its financial  commitment  on an obligation in accordance  with
            the terms of the obligation;
        2.  Nature of and provisions of the obligation;
        3.  Protection  afforded by, and relative position of, the obligation in
            the event of bankruptcy,  reorganization, or other arrangement under
            the laws of bankruptcy and other laws affecting creditors' rights.

The issue rating  definitions  are  expressed in terms of default risk. As such,
they  pertain  to  senior  obligations  of an  entity.  Junior  obligations  are
typically rated lower than senior obligations,  to reflect the lower priority in
bankruptcy,  as noted above.  (Such  differentiation  applies when an entity has
both senior and subordinated obligations,  secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly,  in the case of
junior debt, the rating may not confirm exactly with the category definition.

    AAA. An obligation  rated AAA has the highest rating  assigned by Standard &
Poor's.  The  obligor's  capacity  to  meet  its  financial  commitment  on  the
obligation is extremely strong.

    AA. An obligation rated AA differs from the  highest-rated  obligations only
in small degree. The obligor's capacity to meet its financial  commitment on the
obligation is very strong.

    A. An obligation rated A is somewhat more susceptible to the adverse effects
of  changes  in  circumstances  and  economic  conditions  than  obligations  in
higher-rated  categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

    BBB.  An  obligation  rated BBB  exhibits  adequate  protection  parameters.
However,  adverse economic conditions or changing  circumstances are more likely
to lead to a weakened  capacity of the obligor to meet its financial  commitment
on the obligation.

    Obligations  rated BB, B, CCC, CC, and C are regarded as having  significant
speculative characteristics.  BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics,  these  may be  outweighed  by  large  uncertainties  or  major
exposures to adverse conditions.

    BB. An  obligation  rated BB is less  vulnerable  to  nonpayment  than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or economic  conditions  which could lead to the
obligor's   inadequate  capacity  to  meet  its  financial   commitment  on  the
obligation.

    B. An obligation  rated B is more vulnerable to nonpayment than  obligations
rated BB, but the  obligor  currently  has the  capacity  to meet its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

    CCC. An obligation rated CCC is currently  vulnerable to nonpayment,  and is
dependent upon  favorable  business,  financial and economic  conditions for the
obligor to meet its  financial  commitment  on the  obligation.  In the event of
adverse business,  financial, or economic conditions,  the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

    CC. An obligation rated CC is currently highly vulnerable to nonpayment.

    C. The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this obligation
are being continued.

    D. An obligation  rated D is in payment  default.  The D rating  category is
used when  payments  on an  obligation  are not made on the date due even if the
applicable grace period has not expired,  unless Standard & Poor's believes that
such payments  will be made during such grace period.  The D rating also will be
used upon the filing of a bankruptcy  petition or the taking of a similar action
if payments on an obligation are jeopardized.

    PLUS (+) OR MINUS (-).  The  ratings  from AA to CCC may be  modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

    R. This symbol is attached to the ratings of  instruments  with  significant
noncredit  risks.  It  highlights  risks to principal or  volatility of expected
returns  which  are  not  addressed  in the  credit  rating.  Examples  include:
obligations  linked  or  indexed  to  equities,   currencies,   or  commodities;
obligations   exposed  to  severe  prepayment   risk-such  as  interest-only  or
principal-only  mortgage  securities;   and  obligations  with  unusually  risky
interest terms, such as inverse floaters.

SHORT-TERM ISSUE CREDIT RATINGS.

    A-1. A short-term  obligation  rated A-1 is rated in the highest category by
Standard & Poor's.  The obligor's  capacity to meet its financial  commitment on
the  obligation  is  strong.  Within  this  category,  certain  obligations  are
designated  with a plus sign (+). This indicates that the obligor's  capacity to
meet its financial commitment on these obligations is extremely strong.

    A-2. A short-term  obligation  rated A-2 is somewhat more susceptible to the
adverse  effects  of changes  in  circumstances  and  economic  conditions  than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

    A-3.  A  short-term   obligation  rated  A-3  exhibits  adequate  protection
parameters.  However,  adverse economic conditions or changing circumstances are
more likely to lead to a weakened  capacity of the obligor to meet its financial
commitment on the obligation.

    B. A  short-term  obligation  rated  B is  regarded  as  having  significant
speculative characteristics.  The obligor currently has the capacity to meet its
financial  commitment  on  the  obligation;  however,  if  faces  major  ongoing
uncertainties which could lead to the obligor's  inadequate capacity to meet its
financial commitment on the obligation.

    C. A short-term obligation rated C is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

    D. A  short-term  obligation  rated D is in  payment  default.  The D rating
category  is used when  payments on an  obligation  are not made on the date due
even if the applicable  grace period has not expired,  unless  Standard & Poor's
believes that such payments will be made during such grace period.  The D rating
also will be used upon the filing of a  bankruptcy  petition  or the taking of a
similar action if payments on an obligation are jeopardized.

LOCAL CURRENCY AND FOREIGN  CURRENCY RISKS.  Country risk  considerations  are a
standard part of Standard & Poor's  analysis for credit ratings on any issuer or
issue.  Currency of  repayment  is a key factor in this  analysis.  An obligor's
capacity to repay foreign currency obligations may be lower than its capacity to
repay  obligations in its local currency due to the sovereign  government's  own
relatively  lower  capacity  to  repay  external  versus  domestic  debt.  These
sovereign risk  considerations  are incorporated in the debt ratings assigned to
specific  issues.  Foreign currency issuer ratings are also  distinguished  from
local currency  issuer ratings to identify those instances where sovereign risks
make them different for the same issuer.
<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.

(c)      Not Applicable

(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,   incorporated  by
         reference to  Registrant's  Post-Effective  Amendment No. 17 filed with
         the Securities and Exchange Commission on March 1, 1999.

(i)      Consent of Counsel, attached hereto. (To be filed by Amendment)

(j)      Consent of independent  accountants,  attached hereto.  (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.

                  Jackson National Separate Account - I
                  Jackson National Separate Account III
                  Jackson National Separate Account V
                  JNLNY Separate Account I
                  JNLNY Separate Account II

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,  contained  in the section
                  entitled   "Trustees  and  Officers  of  the  Trust"  and  the
                  description  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  Boston  Safe
                  Deposit  and  Trust   Company,   One  Boston  Place,   Boston,
                  Masshachusetts 02108

Item 21. Management Services.

                  Not Applicable.

Item 30. Undertakings.

                  Not Applicable.
<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of the Securities Act and the Investment
Company  Act,  the  Fund  certifies  that it  meets  all of the  rquirments  for
effectiveness  of this  Post-Effective  Amendment  under rule  485(b)  under the
Securities Act and has duly caused this Post-Effective Amendment to be signed on
its behalf by the undersigned,  duly authorized,  in the City of Lansing and the
State of Michigan on the 14th day of February, 2000.


                                    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, this Post-Effective
Amendment has been signed below by the following  persons in the  capacities and
on the date indicated.


/s/ Andrew B. Hopping               President, CEO and
         by Thomas J. Meyer*        Trustee                   February 14, 2000
- --------------------------------                              -----------------
Andrew B. Hopping

/s/ Robert A. Fritts                Vice President,
         by Thomas J. Meyer*        Treasurer, CFO and        February 14, 2000
- --------------------------------    Trustee                   -----------------
Robert A. Fritts

/s/ Joseph Frauenheim               Trustee
         by Thomas J. Meyer*                                  February 14, 2000
- --------------------------------                              -----------------
Joseph Frauenheim

/s/ Richard McLellan                Trustee
         by Thomas J. Meyer*                                  Febuary 14, 2000
- --------------------------------                              -----------------
Richard McLellan

/s/ Peter McPherson                 Trustee
         by Thomas J. Meyer*                                  February 14, 2000
- --------------------------------                              -----------------
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.(i)            To be filed by Amendment.

23.(j)            To be filed by Amendment.


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