485BPOS 1 four85badvantage.htm four85badvantage.htm




As filed with the Securities and Exchange Commission on April 26, 2012
Commission File Nos.  333-70697
811-09119


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
Pre-Effective Amendment No.
[  ]
     
 
Post-Effective Amendment No. 27
[X]
   
and/or
 


 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 
Amendment No. 28
[X]


JACKSON NATIONAL SEPARATE ACCOUNT V
(Exact Name of Registrant)


JACKSON NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)


1 Corporate Way, Lansing, Michigan 48951
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code: (517) 381-5500

Thomas J. Meyer, Esq., Senior Vice President, Secretary and General Counsel
Jackson National Life Insurance Company, 1 Corporate Way, Lansing, MI 48951
(Name and Address of Agent for Service)

Copy to:
Frank J. Julian, Esq., Associate General Counsel
Jackson National Life Insurance Company, 1 Corporate Way, Lansing, MI 48951
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
   
It is proposed that this filing will become effective (check appropriate box)
[   ]
immediately upon filing pursuant to paragraph (b)
[X]
on April 30, 2012 pursuant to paragraph (b)
[   ]
60 days after filing pursuant to paragraph (a)(1)
[   ]
on (date) pursuant to paragraph (a)(1).
 
If appropriate, check the following box:
[  ]
this post-effective amendment designates a new effective date for a previously filed post-effective amendment
 
Title of Securities Being Registered: the variable portion of Flexible Premium Fixed and Variable Deferred Annuity contracts


 
 

 



PERSPECTIVE ADVANTAGE
FIXED AND VARIABLE ANNUITYâ
Issued by
Jackson National Life Insurance Companyâ and
Jackson National Separate Account V

Effective September 28, 2009, this Perspective Advantage Fixed and Variable Annuity is no longer available for purchase.

The date of this prospectus is April 30, 2012 .  Please read this prospectus before you purchase a Perspective Advantage Fixed and Variable Annuity.  It contains important information about the Contract that you should know before investing.  This prospectus provides a description of the material rights and obligations under the Contract.  Your Contract and any endorsements are the formal contractual agreement between you and the Company.  It is important that you read the Contract and endorsements, which reflect state or other variations. You should keep this prospectus on file for future reference.

To learn more about the Perspective Advantage Fixed and Variable Annuity Contract, you can obtain a free copy of the Statement of Additional Information (“SAI”) dated April 30, 2012 by calling Jackson National Life Insurance Company (“Jackson®”) at (800) 873-5654 or by writing Jackson at:  Annuity Service Center, P.O. Box 30314, Lansing, Michigan 48909-7814.  The SAI has been filed with the Securities and Exchange Commission (“SEC”) and is legally a part of this prospectus.  The Table of Contents of the SAI appears at the end of this prospectus.  The SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding registrants that file electronically with the SEC.

This prospectus also describes a variety of optional features, not all of which may be available at the time you are interested in purchasing one, as we reserve the right to prospectively restrict availability of the optional features.  Broker-dealers selling the Contracts may limit the availability of an optional feature.  Ask your representative about what optional features are or are not offered.  If a particular optional feature that interests you is not offered, you may want to contact another broker-dealer to explore its availability.  In addition, not all optional features may be available in combination with other optional features, as we also reserve the right to prospectively restrict the availability to elect certain features if certain other optional features have been elected.  We reserve the right to limit the number of Contracts that you may purchase.  Some optional features, including certain living benefits and death benefits, contain withdrawal restrictions that, if exceeded, may have a significant negative impact on the value of the feature and may cause the feature to prematurely terminate.  Please confirm with us or your representative that you have the most current prospectus and supplements to the prospectus that describe the availability and any restrictions on the optional features.

·
Individual flexible premium deferred annuity
 
·
2 guaranteed fixed account options that each offer a minimum interest rate that is guaranteed by Jackson (the “guaranteed fixed account options”)
 
·
Guaranteed Minimum Withdrawal Benefit (GMWB) options
 
·
A “GMWB Fixed Account” (only if the optional LifeGuard Select GMWB or LifeGuard Select with Joint Option GMWB were elected) that offers a minimum interest rate that is guaranteed by Jackson, to and from which automatic transfers of your Contract Value may be required according to non-discretionary formulas
 
·
Investment Divisions which purchase shares of the following Funds – all Class A shares (the “Funds”):

JNL Series Trust
 
   
JNL/American Funds ® Balanced Allocation Fund
JNL/Franklin Templeton Income Fund
JNL/American Funds Growth Allocation Fund
JNL/Franklin Templeton International Small Cap Growth Fund
JNL/American Funds Blue Chip Income and Growth Fund
JNL/Franklin Templeton Mutual Shares Fund
JNL/American Funds Global Bond Fund
JNL/Franklin Templeton Small Cap Value Fund
JNL/American Funds Global Small Capitalization Fund
JNL/Goldman Sachs Core Plus Bond Fund
JNL/American Funds Growth-Income Fund
JNL/Goldman Sachs Emerging Markets Debt Fund *
JNL/American Funds International Fund
JNL/Goldman Sachs Mid Cap Value Fund
JNL/American Funds New World Fund
JNL/Goldman Sachs U.S. Equity Flex Fund
JNL Institutional Alt 20 Fund
JNL/Invesco Global Real Estate Fund
JNL Institutional Alt 35 Fund
JNL/Invesco International Growth Fund
JNL Institutional Alt 50 Fund
JNL/Invesco Large Cap Growth Fund
JNL Institutional Alt 65 Fund *
JNL/Invesco Small Cap Growth Fund
JNL/BlackRock Commodity Securities Fund
JNL/Ivy Asset Strategy Fund
JNL/BlackRock Global Allocation Fund
JNL/JPMorgan International Value Fund
JNL/Brookfield Global Infrastructure Fund
JNL/JPMorgan MidCap Growth Fund
JNL/Capital Guardian Global Balanced Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Capital Guardian Global Diversified Research Fund
JNL/Lazard Emerging Markets Fund *
JNL/DFA U.S. Core Equity Fund   (formerly, JNL/Eagle Core Equity
JNL/Lazard Mid Cap Equity Fund
Fund)
JNL/M&G Global Basics Fund
JNL/Eagle SmallCap Equity Fund
JNL/M&G Global Leaders Fund
JNL/Eastspring Investments Asia ex-Japan Fund(formerly,
JNL/S&P Intrinsic Value Fund
JNL/PAM Asia ex-Japan Fund)
JNL/S&P Total Yield Fund
JNL/Eastspring Investments China-India Fund(formerly, JNL/PAM
JNL/S&P 4 Fund
China-India Fund)
JNL/S&P Managed Conservative Fund
JNL/Franklin Templeton Founding Strategy Fund
JNL/S&P Managed Moderate Fund
JNL/Franklin Templeton Global Growth Fund
JNL/S&P Managed Moderate Growth Fund
JNL/Franklin Templeton Global Multisector Bond Fund
JNL/S&P Managed Growth Fund
JNL/Mellon Capital Management 10 x 10 Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/Mellon Capital Management Index 5 Fund
JNL Disciplined Moderate Fund
JNL/Mellon Capital Management Emerging Markets Index Fund
JNL Disciplined Moderate Growth Fund
JNL/Mellon Capital Management European 30 Fund
JNL Disciplined Growth Fund
JNL/Mellon Capital Management Pacific Rim 30 Fund
 
JNL/Mellon Capital Management S&P 500 Index Fund
JNL Variable Fund LLC
JNL/Mellon Capital Management S&P 400 MidCap Index Fund  
JNL/Mellon Capital Management Small Cap Index Fund
JNL/Mellon Capital Management Nasdaq® 25 Fund
JNL/Mellon Capital Management International Index Fund
JNL/Mellon Capital Management Value Line® 30 Fund
JNL/Mellon Capital Management Bond Index Fund
JNL/Mellon Capital Management DowSM Dividend Fund
JNL/Mellon Capital Management Global Alpha Fund *
JNL/Mellon Capital Management S&P® 24 Fund
JNL/Mellon Capital Management Dow Jones U.S. Contrarian
JNL/Mellon Capital Management S&P® SMid 60 Fund
Opportunities Index Fund
JNL/Mellon Capital Management NYSE® International 25 Fund
JNL/Morgan Stanley Mid Cap Growth Fund
JNL/Mellon Capital Management 25 Fund
JNL/Neuberger Berman Strategic Income Fund
JNL/Mellon Capital Management Select Small-Cap Fund
JNL/Oppenheimer Global Growth Fund
JNL/Mellon Capital Management JNL 5 Fund
JNL/PIMCO Real Return Fund
JNL/Mellon Capital Management JNL Optimized 5 Fund
JNL/PIMCO Total Return Bond Fund
JNL/Mellon Capital Management VIP Fund
JNL/PPM America Floating Rate Income Fund
JNL/Mellon Capital Management Communications Sector Fund
JNL/PPM America High Yield Bond Fund
JNL/Mellon Capital Management Consumer Brands Sector Fund
JNL/PPM America Mid Cap Value Fund
JNL/Mellon Capital Management Financial Sector Fund
JNL/PPM America Small Cap Value Fund
JNL/Mellon Capital Management Healthcare Sector Fund
JNL/PPM America Value Equity Fund
JNL/Mellon Capital Management Oil & Gas Sector Fund
JNL/Red Rocks Listed Private Equity Fund *
JNL/Mellon Capital Management Technology Sector Fund
JNL/T. Rowe Price Established Growth Fund
 
JNL/T. Rowe Price Mid-Cap Growth Fund
 
JNL/T. Rowe Price Short-Term Bond Fund
 
JNL/T. Rowe Price Value Fund
 
JNL/UBS Large Cap Select Growth Fund   (formerly, JNL/Capital
 
Guardian U.S. Growth Equity Fund)
 
JNL/WMC Balanced Fund
 
JNL/WMC Money Market Fund
 
JNL/WMC Value Fund
 
JNL/S&P Competitive Advantage Fund
 
JNL/S&P Dividend Income & Growth Fund
 

* Effective August 29, 2011 , the Investment Divisions of the Separate Account investing in the JNL Institutional Alt 65 Fund;   JNL/Goldman Sachs Emerging Markets Debt Fund;   JNL/Lazard Emerging Markets Fund; JNL/Mellon Capital Management Global Alpha Fund; and JNL/Red Rocks Listed Private Equity Fund stopped accepting allocations and/or transfers.  Please see “Investment Divisions” on page 15 for more information.

Underscored are the Funds that are newly available, or recently underwent name changes, as may be explained in the accompanying parenthetical.  The Funds are not the same mutual funds that you would buy through your stockbroker or a retail mutual fund.  The prospectuses for the Funds are attached to this prospectus.

Expenses for a Contract with a Contract Enhancement will be higher than those for a Contract without a Contract Enhancement, and in some cases the amount of a Contract Enhancement may be more than offset by those expenses.

We offer other variable annuity products with different product features, benefits and charges.  In some states, you may purchase the Contract through our automated electronic transmission/order ticket verification procedure.  Ask your representative about availability and the details.

The SEC has not approved or disapproved the Perspective Advantage Fixed and Variable Annuity or passed upon the adequacy of this prospectus.  It is a criminal offense to represent otherwise.

Jackson is relying on SEC Rule 12h-7, which exempts insurance companies from filing periodic reports under the Securities Exchange Act of 1934 with respect to variable annuity contracts that are registered under the Securities Act of 1933 and regulated as insurance under state law.

• Not FDIC/NCUA insured • Not Bank/CU guaranteed • May lose value • Not a deposit • Not insured by any federal agency


TABLE OF CONTENTS
KEY FACTS
1
 
FEES AND EXPENSES TABLES
3
Owner Transaction Expenses
3
Periodic Expenses
3
Total Annual Fund Operating Expenses
9
 
EXAMPLE
13
 
CONDENSED FINANCIAL INFORMATION
13
 
THE ANNUITY CONTRACT
13
 
JACKSON
14
 
THE GUARANTEED FIXED ACCOUNT AND GMWB FIXED ACCOUNT
14
The GMWB Fixed Account
14
 
THE SEPARATE ACCOUNT
15
 
INVESTMENT DIVISIONS
15
JNL Series Trust
16
JNL Variable Fund LLC
28
Voting Rights
30
Substitution
30
 
CONTRACT CHARGES
30
Mortality and Expense Charge
30
Administration Charge
31
Annual Contract Maintenance Charge
31
Transfer Charge
31
Commutation Fee
31
Withdrawal Charge
31
7% Guaranteed Minimum Withdrawal Benefit (“SafeGuard 7 Plus”) Charge
32
Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up (“SafeGuard Max”) Charge
32
5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 5”) Charge
33
6% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 6”) Charge
33
5% Guaranteed Minimum Withdrawal Benefit Without Step-Up (“MarketGuard 5”) Charge
34
5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Advantage”) Charge
35
For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent”) Charge
35
Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent With Joint Option”) Charge
36
For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom GMWB”) Charge
37
Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom GMWB With Joint Option”) Charge
38
For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom 6 GMWB”) Charge
38
Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom 6 GMWB With Joint Option”) Charge
39
For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment And Annual Step-Up (“LifeGuard Select”) Charge
40
Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment And Annual Step-Up (“LifeGuard Select With Joint Option”) Charge
41
Death Benefit Charges
42
Other Expenses
43
Premium Taxes
43
Income Taxes
43
 
DISTRIBUTION OF CONTRACTS
43
 
PURCHASES
45
Minimum Initial Premium
45
Minimum Additional Premiums
45
Allocations of Premium
45
Capital Protection Program
45
Accumulation Units
46
 
CONTRACT ENHANCEMENTS
46
 
TRANSFERS AND FREQUENT TRANSFER RESTRICTIONS
46
Restrictions on Transfers: Market Timing
47
 
TELEPHONE AND INTERNET TRANSACTIONS
48
The Basics
48
What You Can Do and How
48
What You Can Do and When
48
How to Cancel a Transaction
48
Our Procedures
48
 
ACCESS TO YOUR MONEY
48
Guaranteed Minimum Withdrawal Benefit Considerations
49
Guaranteed Minimum Withdrawal Benefit Important Special Considerations
50
7% Guaranteed Minimum Withdrawal Benefit (“SafeGuard 7 Plus”)
50
Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up (“SafeGuard Max”)
54
5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 5”)
59
6% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 6”)
63
5% Guaranteed Minimum Withdrawal Benefit Without Step-Up (“MarketGuard 5”)
66
5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Advantage”)
69
For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent”)
77
Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent With Joint Option”)
84
For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom GMWB”)
91
Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom GMWB With Joint Option”)
101
For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom 6 GMWB”)
112
Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom 6 GMWB With Joint Option”)
121
For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment And Annual Step-Up (“LifeGuard Select”)
130
Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment And Annual Step-Up (“LifeGuard Select With Joint Option”)
142
Systematic Withdrawal Program
155
Suspension of Withdrawals or Transfers
15 5
 
INCOME PAYMENTS (THE INCOME PHASE) 
156
Income Date
156
Income Payments from Investment Divisions
156
Income Options
157
 
DEATH BENEFIT
157
Standard Death Benefit
157
Optional Death Benefits
158
Enhanced Death Benefit
158
LifeGuard Freedom DB
158
LifeGuard Freedom 6 DB
160
Payout Options
161
Pre-Selected Payout Options
162
Special Spousal Continuation Option
162
Death of Owner On or After the Income Date
162
Death of Annuitant Before the Income Date
162
Death of Annuitant On or After the Income Date
162
 
TAXES
163
Contract Owner Taxation
163
Tax-Qualified and Non-Qualified Contracts
163
Non-Qualified Contracts – General Taxation
163
Non-Qualified Contracts – Aggregation of Contracts
163
Non-Qualified Contracts – Withdrawals and Income Payments
163
Non-Qualified Contracts – Required Distributions
163
Tax-Qualified Contracts – Withdrawals and Income Payments
164
Withdrawals – Tax-Sheltered Annuities
164
Withdrawals – Roth IRAs
164
Constructive Withdrawals – Investment Adviser Fees
164
Extension of Latest Income Date
164
Death Benefits
164
IRS Approval
164
Assignment
164
Diversification
164
Owner Control
164
Withholding
165
Jackson Taxation
165
 
OTHER INFORMATION
165
Dollar Cost Averaging
165
Earnings Sweep
166
Rebalancing
166
Free Look
166
Advertising
166
Restrictions Under the Texas Optional Retirement Program (ORP)
166
Modification of the Contract
166
Confirmation of Transactions
166
Legal Proceedings
166
 
PRIVACY POLICY
167
Collection of Nonpublic Personal Information
167
Disclosure of Current and Former Customer Nonpublic Personal Information
167
Security to Protect the Confidentiality of Nonpublic Personal Information
167
 
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
169
 
APPENDIX A (Trademarks, Service Marks, and Related Disclosures) 
A-1
 
APPENDIX B (Broker-Dealer Support) 
B-1
 
APPENDIX C (GMWB Prospectus Examples) 
C-1
 
APPENDIX D (LifeGuard Select GMWB and LifeGuard Select with Joint Option GMWB Transfer of Assets Methodology)
D-1
 
APPENDIX E (Accumulation Unit Values) 
E-1


KEY FACTS

Annuity Service Center:
1 (800) 873-5654 (8 a.m. - 8 p.m. ET)
 
Mail Address:
P.O. Box 30314, Lansing, Michigan 48909-7814
 
Delivery Address:
1 Corporate Way, Lansing, Michigan 48951
Institutional Marketing Group
Service Center:
1 (800) 777-7779 (8 a.m. - 8 p.m. ET)
(for Contracts purchased through a bank
or another financial institution)
 
 
Mail Address:
P.O. Box 30314, Lansing, Michigan 48909-7814
 
Delivery Address:
1 Corporate Way, Lansing, Michigan 48951
Attn:  IMG
Home Office:
1 Corporate Way, Lansing, Michigan 48951

The Annuity Contract
The fixed and variable annuity Contract offered by Jackson provides a means for allocating on a tax-deferred basis for non-qualified Contracts to the guaranteed fixed account, the GMWB Fixed Account and investment divisions (the “Investment Divisions”)(collectively, the “Allocation Options”).  The Contract is intended for retirement savings or other long-term investment purposes and provides for a death benefit and income options.
Allocation Options
Your Contract Value may be allocated to no more than 18 Investment Divisions and the guaranteed fixed account at any one time.  If you elect the LifeGuard Select Guaranteed Minimum Withdrawal Benefit (GMWB) or the LifeGuard Select with Joint Option GMWB, automatic transfers of your Contract Value may be allocated to the GMWB Fixed Account, which also counts against the limit of 18.
Expenses
The Contract has insurance features and investment features, and there are costs related to each.
 
Jackson makes a deduction for its insurance charges that is equal to 1.50% of the daily value of the Contracts invested in the Investment Divisions.  This charge does not apply to the guaranteed fixed account.  During the accumulation phase, Jackson deducts a $35 annual contract maintenance charge from your Contract.
 
If you select any one of our GMWBs, Jackson deducts an additional charge, the maximum of which ranges from 0.81% to 1.86% of the Guaranteed Withdrawal Balance (GWB).  While the charge is deducted from your Contract Value, it is based on the GWB.  For more information, including how the GWB is calculated, please see “Contract Charges.”
 
If you choose the optional enhanced death benefit, Jackson will deduct an additional charge equal to 0.15% of the daily value of your Contract invested in the Investment Divisions.
If you select the LifeGuard Freedom DB optional death benefit, which is only available in conjunction with the purchase of the LifeGuard Freedom GMWB, you will pay 0.60% of the GMWB Death Benefit.  The charge for LifeGuard Freedom DB is in addition to the charge for the LifeGuard Freedom GMWB.  For more information, including how the GMWB Death Benefit is calculated, please see “Death Benefit.”
 
If you take your money out of the Contract, Jackson may assess a withdrawal charge.  The withdrawal charge starts at 8.5% in the first year after receipt of a premium payment, declines to 8% in the second year, and declines 1% a year thereafter to 0% after 9 years.
Jackson may assess a state premium tax charge which ranges from 0% - 3.5% (the amount of state premium tax, if any, will vary from state to state) when you begin receiving regular income payments from your Contract, when you make a withdrawal or, in states where required, at the time premium payments are made.
There are also investment charges which are expected to range from 0.57% to 2. 30 %, on an annual basis, of the average daily value of the Funds, depending on the Fund.
Purchases
Under most circumstances, you can buy a Contract for $5,000 or more ($2,000 or more for a qualified plan Contract).  You can add $500 ($50 under the automatic payment plan) or more at any time during the accumulation phase.  We reserve the right to refuse any premium payment.
Contract Enhancements
Each time you make a premium payment, Jackson will add an additional amount to your Contract equal to 4% of your premium payment.  Jackson will not add Contract Enhancements to premium payments made within 12 months prior to a withdrawal, distribution or payment of a death benefit.
 
Contract charges are deducted from the total value of your Contract.  Therefore, your Contract incurs expenses on the total Contract Value, which includes the Contract Enhancements.  You will not receive any Contract Enhancement applied to your Contract within the prior twelve months under the circumstances set forth in the prospectus on page 46 under “Contract Enhancements” since charges will have been assessed against the higher amount (premium plus Contract Enhancement).  It is possible that upon surrender, particularly in a declining market, you will receive less money back than you would have if you had not received the Contract Enhancement.  We expect to profit from certain charges assessed under the Contract (i.e., the withdrawal charge and the mortality and expense risk charge) associated with the Contract Enhancement.
Optional Endorsements
Not all optional endorsements are available in all states or through all broker-dealers.  The availability of optional endorsements may reflect state prohibitions and variations, Jackson’s reservation of the right not to offer certain optional endorsements, and broker-dealer selections.  The representative assisting you will advise you whether an optional benefit is available and of any variations.
Access to Your Money
During the accumulation phase, there are a number of ways to take money out of your Contract, generally subject to a charge or adjustment.  You may also have to pay income tax and a tax penalty on any money you take out.
Income Payments
You may choose to receive regular income from your annuity.  During the income phase, you have the same allocation options you had during the accumulation phase.
Death Benefit
If you die before moving to the income phase, the person you have chosen as your beneficiary will receive a death benefit.  When you purchase your Contract, you must elect the standard death benefit or an optional death benefit.  The optional enhanced death benefit cannot be selected after the Contract has been issued.  LifeGuard Freedom DB may be selected after the Contract has been issued but only in conjunction with the purchase of the LifeGuard Freedom GMWB and as long as the optional enhanced death benefit has not already been selected.  Once an optional death benefit is chosen, it cannot be canceled.
Free Look
If you cancel your Contract within 20 days after receiving it (or whatever period is required in your state), Jackson will return the amount your Contract is worth on the day we receive your request or the Contract is returned to your selling agent, less any Contract Enhancements applied to your Contract.  This may be more or less than your original payment.  If required by law, Jackson will return your premium.  In some states, we are required to hold the premiums of a senior citizen in the Fixed Account during the free look period, unless we are specifically directed to allocate the premiums to the Investment Divisions.  State laws vary; your free look rights will depend on the laws of the state in which you purchased the Contract.
Taxes
Under the Internal Revenue Code you generally will not be taxed on the earnings on the money held in your Contract until you take money out (this is referred to as tax-deferral).  There are different rules as to how you will be taxed depending on how you take the money out and whether your Contract is non-qualified or purchased as part of a qualified plan.

 

FEES AND EXPENSES TABLES
 
The following tables describe the fees and expenses that you will pay when buying, owning and surrendering the Contract.  The first table (and footnotes) describes the fees and expenses that you will pay at the time that you buy and surrender the Contract, receive income payments or transfer cash value between Allocation Options.  State premium taxes may also be deducted.

 
Owner Transaction Expenses 1
       
 
Maximum Withdrawal Charge 2
   
   
Percentage of premium withdrawn, if applicable
8.5%
 
       
 
Commutation Fee:  Upon a total withdrawal after income payments have commenced under income option 4, or if after death during the period for which payments are guaranteed under income option 3 and beneficiary elects a lump sum payment, the amount received will be reduced by (a) minus (b) where:
 
· (a) = the present value of the remaining income payments (as of the date of calculation) for the period for which payments are guaranteed to be made, discounted at the rate assumed in calculating the initial payment; and
 
· (b) = the present value of the remaining income payments (as of the date of calculation) for the period for which payments are guaranteed to be made, discounted at a rate no more than 1% higher than the rate used in (a).
   
       
 
Transfer Charge 3
   
   
Per transfer after 15 in a Contract Year
$25
 
       
 
Expedited Delivery Charge 4
$22.50
 
       

1
See “Contract Charges.”

2
Years Since Premium Payment
0
1
2
3
4
5
6
7
8
9+
 
Charge
8.5%
8%
7%
6%
5%
4%
3%
2%
1%
0%

3
We do not count transfers in conjunction with dollar cost averaging, earnings sweep, automatic rebalancing, and periodic automatic transfers.

4
When, at your request, we incur the expense of providing expedited delivery of your partial withdrawal or complete surrender, we will assess the following charges: $20 for wire service and $10 for overnight delivery ($22.50 for Saturday delivery).  Withdrawal charges and excess interest adjustments will not be charged on wire/overnight fees.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including the Funds' fees and expenses.

 
Periodic Expenses
 
 
Base Contract
 
     
 
Annual Contract Maintenance Charge
$35
 
     
 
Separate Account Annual Expenses
   
   
Annual percentage of average daily account value of Investment Divisions
1.50%
 
     
 
Mortality And Expense Risk Charge                                                                                                                                    1.35%
   
       
 
Administration Charge                                                                                                                                    0.15%
   
       
 
Total Separate Account Annual Expenses for Base Contract
1.50%
 
       



     
 
Optional Endorsements - A variety of optional endorsements to the Contract are available.  Please see the footnotes for additional information on the various optional endorsement charges.
 
     
 
The following optional death benefit endorsement charges are based on either average daily net asset value or on a benefit base and are indicated as such.  Please see the footnotes for additional information on the various optional death benefit endorsement charges.  You may select one of the available benefits listed below:
 
       
 
Average Daily Net Asset Value Based Charges
   
 
Enhanced Death Benefit Maximum Annual Charge
0.15%
 
       
 
Benefit Based Charges
   
 
LifeGuard Freedom DBSM Maximum Annual Charge (no longer offered as of September 28, 2009)(only available if the LifeGuard Freedom ® GMWB is also selected) 5
0.60%
 
 
LifeGuard Freedom 6 DBSM Maximum Annual Charge (no longer offered as of October 11, 2010) (only available if the LifeGuard Freedom 6 ® GMWB is also selected) 6
0.60%
 
       
 
The following optional endorsement charges are benefit based.  Please see the footnotes for additional information on the various optional endorsement charges.  You may select one of the available benefits listed below:
 
       
 
7% Guaranteed Minimum Withdrawal Benefit (GMWB) Maximum Annual Charge (no longer offered as of March 31, 2008)(“SafeGuard 7 Plus ® ”) 7
0.75%
 
 
Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up Maximum Annual Charge (no longer offered as of May 1, 2010)(“SafeGuard Max ® ”) 8
0.81%
 
 
5% GMWB With Annual Step-Up Maximum Annual Charge (no longer offered as of May 1, 2011) (“AutoGuard 5SM”) 9
1.47%
 
 
6% GMWB With Annual Step-Up Maximum Annual Charge (no longer offered as of May 1, 2011) (“AutoGuard 6SM”) 10
1.62%
 
 
5% GMWB Without Step-Up Maximum Annual Charge (no longer offered as of October 6, 2008) (“MarketGuard 5®”) 11
0.51%
 
 
5% for Life GMWB With Bonus and Annual Step-Up Maximum Annual Charge (no longer offered as of March 31, 2008)(“LifeGuard AdvantageSM”) 12
1.50%
 
 
For Life GMWB With Annual Step-Up Maximum Annual Charge (no longer offered as of March 31, 2008)(“LifeGuard AscentSM”) 13
1.50%
 
 
Joint For Life GMWB With Annual Step-Up Maximum Annual Charge (no longer offered as of March 31, 2008)(“LifeGuard Ascent SM With Joint Option”) 14
1.71%
 
 
For Life GMWB With Bonus and Annual Step-Up Maximum Annual Charge (no longer offered as of September 28, 2009)(“LifeGuard Freedom ®  GMWB”) 15
1.50%
 
 
Joint For Life GMWB With Bonus and Annual Step-Up Maximum Annual Charge (no longer offered as of September 28, 2009)(“LifeGuard Freedom ® GMWB With Joint Option”) 16
1.86%
 
 
For Life GMWB With Bonus and Annual Step-Up Maximum Annual Charge (no longer offered as of October 11, 2010) (“LifeGuard Freedom 6 ®  GMWB”) 17
1.50%
 
 
Joint For Life GMWB With Bonus and Annual Step-Up Maximum Annual Charge (no longer offered as of October 11, 2010) (“LifeGuard Freedom 6 ® GMWB With Joint Option”) 18
1.86%
 
 
For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Maximum Annual Charge (no longer offered as of May 1, 2010)(“LifeGuard SelectSM”) 19
1.50%
 
 
Joint For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Maximum Annual Charge (no longer offered as of May 1, 2010)(“LifeGuard Select SM With Joint Option”) 20
1.86%
 
     

5
The LifeGuard Freedom DB is only available in conjunction with the purchase of the LifeGuard Freedom GMWB.  The current and maximum charge for the LifeGuard Freedom DB is 0.15% of the GMWB Death Benefit each Contract Quarter (0.60% annually).  The charge for LifeGuard Freedom DB is in addition to the charge for the LifeGuard Freedom GMWB.

 
The GMWB Death Benefit is equal to the LifeGuard Freedom GWB (see footnote 14 below).  If you select the LifeGuard Freedom GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the LifeGuard Freedom GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
For more information about the charge for the LifeGuard Freedom DB, please see “LifeGuard Freedom DB” under “Death Benefit Charges”, beginning on page 42 .  For more information about how this optional death benefit endorsement works, please see “LifeGuard Freedom DB” under “Optional Death Benefits”, beginning on page 158 .  For more information about how the LifeGuard Freedom GMWB works, please see “For Life GMWB With Bonus and Annual Step-Up” beginning on page 91 .

6
The LifeGuard Freedom 6 DB is only available in conjunction with the purchase of the LifeGuard Freedom 6 GMWB.  The current and maximum charge for the LifeGuard Freedom 6 DB is 0.15% of the GMWB Death Benefit each Contract Quarter (0.60% annually).  The charge for LifeGuard Freedom 6 DB is in addition to the charge for the LifeGuard Freedom 6 GMWB.

 
The GMWB Death Benefit is equal to the LifeGuard Freedom 6 GWB (see footnote 17 below).  If you select the LifeGuard Freedom 6 GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the LifeGuard Freedom 6 GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
For more information about the charge for the LifeGuard Freedom 6 DB, please see “LifeGuard Freedom 6 DB” under “Death Benefit Charges”, beginning on page 42 .  For more information about how the LifeGuard Freedom 6 DB works, please see “LifeGuard Freedom 6 DB” under “Optional Death Benefits”, beginning on page 160 .  For more information about how the LifeGuard Freedom 6 GMWB works, please see “For Life GMWB With Bonus and Annual Step-Up” beginning on page 112 .

7
The charge is quarterly, currently 0.10% (0.40% annually) of the GWB, subject to a maximum annual charge of 0.75% as used in the Table.  But for Contracts purchased in Washington State, the charge is monthly, currently 0.035% (0.42% annually) of the GWB, subject to a maximum annual charge of 0.75%.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Guaranteed Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  For more information, including how the GWB is calculated, please see “7% Guaranteed Minimum Withdrawal Benefit” beginning on page 50 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.

8
The charge is quarterly, currently 0.1125% (0.45% annually) of the GWB, subject to a maximum annual charge of 0.80%.  But for Contracts purchased in Washington State, the charge is monthly, currently 0.0375% (0.45% annually) of the GWB, subject to a maximum annual charge of 0.81% as used in the Table.  We reserve the right to prospectively change the current charge: on new Contracts; if you select this benefit after your Contract is issued; or upon election of a step-up – subject to the applicable maximum annual charge.

 
The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
The charge is deducted at the end of each Contract Quarter/Contract Month, or upon termination of the endorsement, from your Contract Value on a pro rata basis.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Guaranteed Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  For more information, including how the GWB is calculated, please see “Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up” beginning on page 54 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.

9
The charge is quarterly, currently 0.1625% (0.65% annually) of the GWB, subject to a maximum annual charge of 1.45%.  But for Contracts purchased in Washington State, the charge is monthly, currently 0.055% (0.66% annually) of the GWB, subject to a maximum annual charge of 1.47% as used in the Table.  We reserve the right to prospectively change the current charge: on new Contracts; if you select this benefit after your Contract is issued; or with a step-up that you request (not on step-ups that are automatic) – subject to the applicable maximum annual charge.

 
The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Guaranteed Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  For more information, including how the GWB is calculated, please see “5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 59 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.

 
For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month.

10
The charge is quarterly, currently 0.2125% (0.85% annually) of the GWB, subject to a maximum annual charge of 1.60%.  But for Contracts purchased in Washington State, the charge is monthly, currently 0.0725% (0.87% annually) of the GWB, subject to a maximum annual charge of 1.62% as used in the Table.  We reserve the right to prospectively change the current charge: on new Contracts; if you select this benefit after your Contract is issued; or with a step-up that you request (not on step-ups that are automatic) – subject to the applicable maximum annual charge.

 
The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Guaranteed Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  For more information, including how the GWB is calculated, please see “6% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 63 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.

 
For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month.

11
The charge is quarterly, currently 0.05% (0.20% annually) of the GWB, subject to a maximum annual charge of 0.50%.  But for Contracts purchased in Washington State, the charge is monthly, currently 0.0175% (0.21% annually) of the GWB, subject to a maximum annual charge of 0.51% as used in the Table.  We reserve the right to prospectively change the current charge on new Contracts, or before you select this benefit if after your Contract is issued, subject to the applicable maximum annual charge.

 
The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Guaranteed Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  For more information, including how the GWB is calculated, please see “5% Guaranteed Minimum Withdrawal Benefit Without Step-Up” beginning on page 66 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.

12
1.50% is the maximum annual charge of the 5% for Life GMWB With Bonus and Annual Step-Up for the following age groups:  55-59, 60-64, and 65-69, which charge is payable quarterly.  The charge for the 5% for Life GMWB With Annual Step-Up varies by age group.  The below tables have the maximum and current charges for all age groups.

 
You pay the applicable percentage of the GWB each quarter.  But for Contracts purchased in Washington State, the charge is monthly.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.

5% For Life GMWB With Bonus and Annual Step-Up
Annual Charge
Maximum
Current
Ages45 – 49
1.00%÷4
1.02%÷12
0.55%÷4
0.57%÷12
 50 – 54
1.15%÷4
1.17%÷12
0.70%÷4
0.72%÷12
 55 – 59
1.50%÷4
1.50%÷12
0.95%÷4
0.96%÷12
 60 – 64
1.50%÷4
1.50%÷12
0.95%÷4
0.96%÷12
 65 – 69
1.50%÷4
1.50%÷12
0.95%÷4
0.96%÷12
 70 – 74
0.90%÷4
0.90%÷12
0.55%÷4
0.57%÷12
 75 – 80
0.65%÷4
0.66%÷12
0.40%÷4
0.42%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when you elect a step-up (not on step-ups that are automatic), again subject to the applicable maximum annual charge.

For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month.

For more information about the charge for this endorsement, please see “5% For Life GMWB With Bonus and Annual Step-Up Charge” beginning on page 35 .  For more information about how the endorsement works, please see “5% For Life GMWB With Bonus and Annual Step-Up” beginning on page 69 .

13
1.50% is the maximum annual charge of the For Life GMWB With Annual Step-Up, which charge is payable quarterly.  The below tables have the maximum and current charges.  You pay the applicable percentage of the GWB each quarter.  But for Contracts purchased in Washington State, the charge is monthly.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.


For Life GMWB With Annual Step-Up
Annual Charge
Maximum
Current
Ages45 – 85
1.50%÷4
1.50%÷12
0.95%÷4
0.96%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when you elect a step-up (not on step-ups that are automatic), again subject to the applicable maximum annual charge.

For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month.

For more information about the charge for this endorsement, please see “For Life GMWB With Annual Step-Up Charge” beginning on page 35 .  For more information about how the endorsement works, please see “For Life GMWB With Annual Step-Up” beginning on page 77 .

14
1.71% is the maximum annual charge of the Joint For Life GMWB With Annual Step-Up, which charge is payable monthly.  The below tables have the maximum and current charges.  You pay the applicable percentage of the GWB each quarter.  But for Contracts purchased in Washington State, the charge is monthly.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.

Joint For Life GMWB With Annual Step-Up
Annual Charge
Maximum
Current
Ages45 – 85
1.70%÷4
1.71%÷12
1.15%÷4
1.17%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when you elect a step-up (not on step-ups that are automatic), again subject to the applicable maximum annual charge.

 
For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month.

For more information about the charge for this endorsement, please see “Joint For Life GMWB With Annual Step-Up Charge” beginning on page 36 .  For more information about how the endorsement works, please see “Joint For Life GMWB With Annual Step-Up” beginning on page 84 .

15
1.50% is the maximum annual charge of the For Life GMWB With Bonus and Annual Step-Up, which charge is payable quarterly.  The below tables have the maximum and current charges.  You pay the applicable percentage of the GWB each Contract Quarter.  But for Contracts purchased in Washington State, you pay the charge each Contract Month.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.

For Life GMWB With Bonus and Annual Step-Up
Annual Charge
Maximum
Current
Ages45 – 80
1.50%÷4
1.50%÷12
0.95%÷4
0.96%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement is added to the Contract before January 12, 2009), again subject to the maximum annual charge.

 
For more information about the charge for this endorsement, please see “For Life GMWB With Bonus and Annual Step-Up Charge” beginning on page 37 .  For more information about how the endorsement works, please see “For Life GMWB With Bonus and Annual Step-Up” beginning on page 91 .

16
For Contracts purchased in Washington State, 1.86% is the maximum annual charge of the Joint For Life GMWB With Bonus and Annual Step-Up, which charge is payable each Contract Month.  For Contracts purchased in all other states, 1.85% is the maximum annual charge of the Joint For Life GMWB With Bonus and Annual Step-Up, which charge is payable each Contract Quarter.  The below tables have the maximum and current charges.

 
The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.

Joint For Life GMWB With Bonus and Annual Step-Up
Annual Charge
Maximum
Current
Ages45 – 80
1.85%÷4
1.86%÷12
1.25%÷4
1.26%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement is added to the Contract before January 12, 2009), again subject to the maximum annual charge.

 
For more information about the charge for this endorsement, please see “Joint Life GMWB With Bonus and Annual Step-Up Charge” beginning on page 38 .  For more information about how the endorsement works, please see “Joint For Life GMWB With Bonus and Annual Step-Up” beginning on page 101 .

17
1.50% is the maximum annual charge of the For Life GMWB With Bonus and Annual Step-Up, which charge is payable quarterly.  The below tables have the maximum and current charges.  You pay the applicable percentage of the GWB each Contract Quarter.  But for Contracts purchased in Washington State, you pay the charge each Contract Month.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.

For Life GMWB With Bonus and Annual Step-Up
 
Maximum
Current
Ages           45 – 80
1.50%÷4
1.50%÷12
0.95%÷4
0.96%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when there is a step-up on or after the fifth Contract Anniversary, again subject to the maximum annual charge.

 
For more information about the charge for this endorsement, please see “For Life GMWB With Bonus and Annual Step-Up Charge” beginning on page 38 .  For more information about how the endorsement works, please see “For Life GMWB With Bonus and Annual Step-Up” beginning on page 112 .

18
For Contracts purchased in Washington State, 1.86% is the maximum annual charge of the Joint For Life GMWB With Bonus and Annual Step-Up, which charge is payable each Contract Month.  For Contracts purchased in all other states, 1.85% is the maximum annual charge of the Joint For Life GMWB With Bonus and Annual Step-Up, which charge is payable each Contract Quarter.  The below tables have the maximum and current charges.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.

Joint For Life GMWB With Bonus and Annual Step-Up
 
Maximum
Current
Ages         45 – 80
1.85%÷4
1.86%÷12
1.25%÷4
1.26%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when there is a step-up on or after the fifth Contract Anniversary, again subject to the maximum annual charge.

 
For more information about the charge for this endorsement, please see “Joint Life GMWB With Bonus and Annual Step-Up Charge” beginning on page 39 .  For more information about how the endorsement works, please see “Joint For Life GMWB With Bonus and Annual Step-Up” beginning on page 121 .

19
1.50% is the maximum annual charge of the For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up, which charge is payable quarterly.  The below tables have the maximum and current charges.  You pay the applicable percentage of the GWB each Contract Quarter.  But for Contracts purchased in Washington State, you pay the charge each Contract Month.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division, the Fixed Account and the GMWB Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.

For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and
Annual Step-Up
Annual Charge
Maximum
Current
For endorsements purchased on or after September 28, 2009
1.50%÷4
1.50%÷12
0.85%÷4
0.87%÷12
For endorsements purchased before September 28, 2009
1.20%÷4
1.20%÷12
0.65%÷4
0.66%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement was added to the Contract before September 28, 2009), again subject to the applicable maximum annual charge.

 
For more information about the charge for this endorsement, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select”) Charge” beginning on page 40 .  For more information about how the endorsement works, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up  (“LifeGuard Select”)“ beginning on page 130 .  Please check with your representative to learn about the current interest rate for the GMWB Fixed Account.  You may also contact us at the Annuity Service Center for more information.  Our contact information is on the first page.

20
For Contracts purchased in Washington State, 1.86% is the maximum annual charge of the Joint For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up, which charge is payable each Contract Month.  For Contracts purchased in all other states, 1.85% is the maximum annual charge of the Joint For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up, which charge is payable each Contract Quarter.  The below tables have the maximum and current charges.  The GWB is the guaranteed amount available for future periodic withdrawals.  If you select a GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of taxes and adjusted for any subsequent premium payments and withdrawals.  If the GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.

 
We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division, the Fixed Account and the GMWB Fixed Account.  Monthly charges are pro rata deducted based on the applicable Investment Divisions only.

Joint For Life GMWB With Bonus, Guaranteed Withdrawal Balance Adjustment and
Annual Step-Up
Annual Charge
Maximum
Current
For endorsements purchased on or after September 28, 2009
1.85%÷4
1.86%÷12
1.05%÷4
1.05%÷12
For endorsements purchased before September 28, 2009
1.50%÷4
1.50%÷12
0.80%÷4
0.81%÷12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

 
We reserve the right to prospectively change the current charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the current charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement was added to the Contract before September 28, 2009), again subject to the applicable maximum annual charge.

 
For more information about the charge for this endorsement, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select With Joint Option”) Charge” beginning on page 41 .  For more information about how the endorsement works, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select With Joint Option”)” beginning on page 142 .  Please check with your representative to learn about the current interest rate for the GMWB Fixed Account.  You may also contact us at the Annuity Service Center for more information.  Our contact information is on the first page.

The next item shows the minimum and maximum total annual operating expenses charged by the Funds that you may pay periodically during the time that you own the Contract.

Total Annual Fund Operating Expenses

(Expenses that are deducted from Fund assets, including management and administration fees, 12b-1 service fees and other expenses.)

 
Minimum: 0.57%
 
Maximum: 2. 30 %
 

More detail concerning each Fund's fees and expenses is below.  But please refer to the Funds' prospectuses for even more information, including investment objectives, performance, and information about Jackson National Asset Management, LLC®, the Funds' Adviser and Administrator, as well as the sub-advisers.

Fund Operating Expenses
(As an annual percentage of
each Fund's average
daily net assets)
Fund Name
Management
and Admin Fee
Distribution
and/or Service
(12b-1) Fees
Other Expenses
Acquired Fund
Fees and Expenses
Total
Annual Fund Operating Expenses
Contractual
Fee Waiver
and/or Expense Reimbursement
Net Total Annual  Fund Operating Expenses
JNL/American Funds ® Blue Chip Income and Growth
   1.26% A
   0.25% A
   0.01% A
0.00%
   1.52% A
0.45% B
   1.07% A,B
JNL/American Funds Global Bond
   1.38% A
 
   0.25% A
   0.03% A
0.00%
   1.66% A
0.55% B
   1.11% A,B
JNL/American Funds Global Small Capitalization
   1.60% A
 
   0.25% A
   0.04% A
0.00%
   1.89% A
0.60% B
   1.29% A,B
JNL/American Funds Growth-Income
   1.12% A
 
   0.25% A
   0.01% A
0.00%
   1.38% A
0.40% B
   0.98% A,B
JNL/American Funds International
   1.49% A
 
   0.25% A
   0.04% A
0.00%
   1.78% A
0.55% B
   1.23% A,B
JNL/American Funds New World
   1.93% A
 
   0.25% A
   0.05% A
0.00%
   2.23% A
0.80% B
   1.43% A,B
JNL/DFA U.S. Core Equity
0.72%
0.20%
0.01%
0.02%
0.95%
0.12% C
0.83%
JNL/Mellon Capital Management Global Alpha
1.15%
0.20%
0.00%
0.01%
1.36%
0.00% C
1.36%
JNL/T. Rowe Price Value
0.73%
0.20%
0.00%
0.00%
0.93%
0.01% C
0.92%
JNL/WMC Money Market
0.37%
0.20%
0.00%
0.00%
0.57%
0.34% D
   0.23% D

Fund Operating Expenses
 
(As an annual percentage of each Fund's average daily net assets)
Fund Name
 
Management and Admin Fee
 
Distribution and/or
Service
  (12b-1) Fees
 
Other   Expenses  
 
 
Acquired   Fund
Fees and   Expenses  
 
Total Annual   Fund   Operating   Expenses
 
JNL Institutional Alt 20
0.18%
0.00%
0.01%
0.75%
0.94%
JNL Institutional Alt 35
0.17%
0.00%
0.00%
0.87%
1.04%
JNL Institutional Alt 50
0.17%
0.00%
0.00%
0.98%
1.15%
JNL Institutional Alt 65
0.18%
0.00%
0.00%
1.08%
1.26%
JNL/American Funds ® Balanced Allocation
0.45%
0.25%
0.01%
0.46%
1.17%
JNL/American Funds Growth Allocation
0.45%
0.25%
0.01%
0.50%
1.21%
JNL/BlackRock Commodity Securities
0.78%
0.20%
0.00%
0.03%
1.01%
JNL/BlackRock Global Allocation
0.90%
0.20%
0.01%
0.01%
1.12%
JNL/Brookfield Global Infrastructure
0.95%
0.20%
0.03%
0.02%
1.20%
JNL/Capital Guardian Global Balanced
0.80%
0.20%
0.01%
0.01%
1.02%
JNL/Capital Guardian Global Diversified Research
0.87%
0.20%
0.01%
0.00%
1.08%
JNL/Eagle SmallCap Equity
0.79%
0.20%
0.00%
0.00%
0.99%
JNL/Franklin Templeton Founding Strategy
0.05%
0.00%
0.00%
1.04%
1.09%
JNL/Franklin Templeton Global Growth
0.86%
0.20%
0.00%
0.01%
1.07%
JNL/Franklin Templeton Global Multisector Bond
0.90%
0.20%
0.02%
0.02%
1.14%
JNL/Franklin Templeton Income
0.74%
0.20%
0.01%
0.01%
0.96%
JNL/Franklin Templeton International Small Cap Growth
1.10%
0.20%
0.01%
0.01%
1.32%
JNL/Franklin Templeton Mutual Shares
0.84%
0.20%
0.02%
0.02%
1.08%
JNL/Franklin Templeton Small Cap Value
0.91%
0.20%
0.01%
0.01%
1.13%
JNL/Goldman Sachs Core Plus Bond
0.67%
0.20%
0.01%
0.04%
0.92%
JNL/Goldman Sachs Emerging Markets Debt
0.86%
0.20%
0.01%
0.03%
1.10%
JNL/Goldman Sachs Mid Cap Value
0.81%
0.20%
0.00%
0.01%
1.02%
JNL/Goldman Sachs U.S. Equity Flex
0.95%
0.20%
0.88%
0.00%
2.03%
JNL/Invesco Global Real Estate
0.85%
0.20%
0.01%
0.00%
1.06%
JNL/Invesco International Growth
0.80%
0.20%
0.01%
0.01%
1.02%
JNL/Invesco Large Cap Growth
0.76%
0.20%
0.00%
0.01%
0.97%
JNL/Invesco Small Cap Growth
0.95%
0.20%
0.00%
0.01%
1.16%
JNL/Ivy Asset Strategy
1.02%
0.20%
0.00%
0.01%
1.23%
JNL/JPMorgan International Value
0.80%
0.20%
0.01%
0.00%
1.01%
JNL/JPMorgan MidCap Growth
0.79%
0.20%
0.00%
0.01%
1.00%
JNL/JPMorgan U.S. Government & Quality Bond
0.49%
0.20%
0.01%
0.01%
0.71%
JNL/Lazard Emerging Markets
1.02%
0.20%
0.00%
0.01%
1.23%
JNL/Lazard Mid Cap Equity  
0.81%
0.20%
0.01%
0.01%
1.03%
JNL/M&G Global Basics
1.00%
0.20%
0.01%
0.01%
1.22%
JNL/M&G Global Leaders
1.00%
0.20%
0.03%
0.00%
1.23%
JNL/Mellon Capital Management Emerging Markets Index
0.55%
0.20%
0.09%
0.02%
0.86%
JNL/Mellon Capital Management European 30
0.57%
0.20%
0.01%
0.00%
0.78%
JNL/Mellon Capital Management Pacific Rim 30
0.56%
0.20%
0.01%
0.00%
0.77%
JNL/Mellon Capital Management S&P 500 Index
0.35%
0.20%
0.02%
0.00%
0.57%
JNL/Mellon Capital Management S&P 400 MidCap Index
0.37%
0.20%
0.02%
0.00%
0.59%
JNL/Mellon Capital Management Small Cap Index
0.37%
0.20%
0.02%
0.00%
0.59%
JNL/Mellon Capital Management International Index
0.42%
0.20%
0.03%
0.00%
0.65%
JNL/Mellon Capital Management Bond Index
0.36%
0.20%
0.01%
0.00%
0.57%
JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index
0.48%
0.20%
0.03%
0.00%
0. 71%
JNL/Mellon Capital Management Index 5
0.05%
0.00%
0.00%
0.59%
0.64%
JNL/Mellon Capital Management 10 x 10
0.05%
0.00%
0.00%
0.62%
0.67%
JNL/Morgan Stanley Mid Cap Growth
0.90%
0.20%
0.01%
0.00%
1.11%
JNL/Neuberger Berman Strategic Income
0.75%
0.20%
0.01%
0.00%
0.96%
JNL/Oppenheimer Global Growth
0.81%
0.20%
0.00%
0.00%
1.01%
JNL/Eastspring Investments Asia ex-Japan
1.05%
0.20%
0.03%
0.00%
1.28%
JNL/Eastspring Investments China-India
1.10%
0.20%
0.01%
0.00%
1.31%
JNL/PIMCO Real Return
0.59%
0.20%
0.02%
0.00%
0.81%
JNL/PIMCO Total Return Bond
0.60%
0.20%
0.00%
0.00%
0.80%
JNL/PPM America Floating Rate Income
0.80%
0.20%
0.00%
0.01%
1.01%
JNL/PPM America High Yield Bond
0.54%
0.20%
0.01%
0.01%
0.76%
JNL/PPM America Mid Cap Value
0.85%
0.20%
0.01%
0.00%
1.06%
JNL/PPM America Small Cap Value
0.85%
0.20%
0.01%
0.00%
1.06%
JNL/PPM America Value Equity
0.65%
0.20%
0.01%
0.00%
0.86%
JNL/Red Rocks Listed Private Equity
0.96%
0.20%
0.01%
1.13%
2.30%
JNL/T. Rowe Price Established Growth
0.67%
0.20%
0.00%
0.00%
0.87%
JNL/T. Rowe Price Mid-Cap Growth
0.80%
0.20%
0.01%
0.00%
1.01%
JNL/T. Rowe Price Short-Term Bond
0.51%
0.20%
0.01%
0.02%
0.74%
JNL/UBS Large Cap Select Growth
0.75%
0.20%
0.01%
0.01%
0.97%
JNL/WMC Balanced
0.54%
0.20%
0.00%
0.02%
0.76%
JNL/WMC Value
0.58%
0.20%
0.01%
0.00%
0.79%
JNL/S&P Managed Conservative
0.15%
0.00%
0.01%
0.85%
1.01%
JNL/S&P Managed Moderate
0.14%
0.00%
0.01%
0.89%
1.04%
JNL/S&P Managed Moderate Growth
0.14%
0.00%
0.00%
0.91%
1.05%
JNL/S&P Managed Growth
0.14%
0.00%
0.00%
0.95%
1.09%
JNL/S&P Managed Aggressive Growth
0.16%
0.00%
0.00%
0.97%
1.13%
JNL Disciplined Moderate
0.18%
0.00%
0.00%
0.69%
0.87%
JNL Disciplined Moderate Growth
0.18%
0.00%
0.00%
0.68%
0.86%
JNL Disciplined Growth
0.18%
0.00%
0.00%
0.67%
0.85%
JNL/S&P Competitive Advantage
0.50%
0.20%
0.00%
0.00%
0.70%
JNL/S&P Dividend Income & Growth
0.49%
0.20%
0.00%
0.00%
0.69%
JNL/S&P Intrinsic Value
0.50%
0.20%
0.00%
0.00%
0.70%
JNL/S&P Total Yield
0.50%
0.20%
0.00%
0.00%
0.70%
JNL/S&P 4
0.05%
0.00%
0.00%
0.70%
0.75%
JNL/Mellon Capital Management Nasdaq ® 25
0.45%
0.20%
0.04%
0.00%
0.69%
JNL/Mellon Capital Management Value Line ® 30
0.43%
0.20%
0.11%
0.00%
0.74%
JNL/Mellon Capital Management Dow SM Dividend
0.45%
0.20%
0.02%
0.00%
0.67%
JNL/Mellon Capital Management S&P ® 24
0.44%
0.20%
0.01%
0.00%
0.65%
JNL/Mellon Capital Management 25
0.44%
0.20%
0.00%
0.00%
0.64%
JNL/Mellon Capital Management Select Small-Cap
0.45%
0.20%
0.00%
0.00%
0.65%
JNL/Mellon Capital Management JNL 5
0.42%
0.20%
0.02%
0.00%
0.64%
JNL/Mellon Capital Management VIP
0.45%
0.20%
0.03%
0.00%
0.68%
JNL/Mellon Capital Management JNL Optimized 5
0.44%
0.20%
0.04%
0.00%
0.68%
JNL/Mellon Capital Management S&P ® SMid 60
0.44%
0.20%
0.01%
0.00%
0.65%
JNL/Mellon Capital Management NYSE ® International 25
0.52%
0.20%
0.05%
0.00%
0.77%
JNL/Mellon Capital Management Communications Sector
0.48%
0.20%
0.03%
0.00%
0.71%
JNL/Mellon Capital Management Consumer Brands Sector
0.48%
0.20%
0.02%
0.00%
0.70%
JNL/Mellon Capital Management Financial Sector
0.46%
0.20%
0.02%
0.00%
0.68%
JNL/Mellon Capital Management Healthcare Sector
0.45%
0.20%
0.03%
0.00%
0.68%
JNL/Mellon Capital Management Oil & Gas Sector
0.43%
0.20%
0.03%
0.00%
0.66%
JNL/Mellon Capital Management Technology Sector
0.44%
0.20%
0.03%
0.00%
0.67%

A
Fees and expenses at the Master Fund level for Class 1 shares of each respective Fund are as follows:

 
JNL/American Funds Blue Chip Income and Growth Fund: Management Fee: 0.41%; Distribution and/or Service (12b-1) Fee: 0%; Other Expenses: 0.01%; Total Annual Portfolio Operating Expenses: 0.42%.

 
JNL/American Funds Global Bond Fund: Management Fee: 0.53%; Distribution and/or Service (12b-1) Fee: 0%; Other Expenses: 0.03%; Total Annual Portfolio Operating Expenses: 0.56%.

 
JNL/American Funds Global Small Capitalization Fund: Management Fee: 0.70%; Distribution and/or Service (12b-1) Fee: 0%; Other Expenses: 0.04%; Total Annual Portfolio Operating Expenses: 0.74%.

 
JNL/American Funds Growth-Income Fund: Management Fee: 0.27%; Distribution and/or Service (12b-1) Fee: 0%; Other Expenses: 0.01%; Total Annual Portfolio Operating Expenses: 0.28%.

 
JNL/American Funds International Fund: Management Fee: 0.49%; Distribution and/or Service (12b-1) Fee: 0%; Other Expenses: 0.04%; Total Annual Portfolio Operating Expenses: 0.53%.

 
JNL/American Funds New World Fund: Management Fee: 0.73%; Distribution and/or Service (12b-1) Fee: 0%; Other Expenses: 0.05%; Total Annual Portfolio Operating Expenses: 0.78%.

B
JNAM has entered into a contractual agreement with the Fund under which it will waive a portion of its advisory fee for such time as the Fund is operated as a Feeder Fund, because during that time it will not be providing the portfolio management portion of the investment advisory and management services. This fee waiver will generally continue as long as the Fund is part of a master-feeder Fund structure, but in any event, the fee waiver will continue for at least one year from the date of this Prospectus, unless the Board of Trustees approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Trustees. The Management and Admin Fee and the Annual Operating Expense columns in this table reflect the inclusion of the contractual fee waivers.

C
JNAM has entered into a contractual agreement with the Fund under which it will waive a portion of its advisory fee for at least one year from the date of this Prospectus. Thereafter, the waiver will automatically renew for one-year terms unless the Adviser provides written notice of the termination of the agreement to the Board of Trustees within 30 days of the end of the then current term.

D
JNAM has contractually agreed to waive fees and reimburse expenses of the Fund to the extent necessary to limit the total operating expenses of each class of shares of the Fund, exclusive of brokerage costs, interest, taxes and dividend and extraordinary expenses, to an annual rate (as a percentage of the average daily net assets of the Fund) equal to or less than the Fund’s investment income for the period.  The fee waiver will continue for at least one year from the date of this Prospectus, unless the Board of Trustees approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Trustees.
 
 
EXAMPLE

The example below is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts.  The costs include Contract Owner transaction expenses, Contract fees, Separate Account annual expenses and Fund fees and expenses.

The example assumes that you invest $10,000 in the Contract for the time periods indicated, and that your investment has a 5% return each year.  The following example includes the maximum Fund fees and expenses and the cost if you select the optional LifeGuard Freedom 6 DB death benefit and the LifeGuard Freedom 6 GMWB guaranteed minimum withdrawal benefit (using the maximum possible charge).  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you surrender your Contract at the end of the applicable time period:

1 year
3 years
5 years
10 years
$ 706
$1, 910
$3, 079
$5, 873

If you annuitize at the end of the applicable time period:

1 year*
3 years
5 years
10 years
$ 706
$1, 910
$3, 079
$5, 873

*  Withdrawal charges apply to income payments occurring within one year of the Contract's Issue Date.

If you do not surrender your Contract:

1 year
3 years
5 years
10 years
$ 621
$1, 840
$3, 029
$5, 873

The example does not represent past or future expenses.  Your actual costs may be higher or lower.

CONDENSED FINANCIAL INFORMATION

The information about the values of all accumulation units constitutes the condensed financial information, which can be found in the Statement of Additional Information.  The value of an accumulation unit is determined on the basis of changes in the per share value of an underlying fund and Separate Account charges for the base Contract and the various combinations of optional endorsements.  The financial statements of the Separate Account and Jackson can be found in the Statement of Additional Information.  The financial statements of the Separate Account include information about all the contracts offered through the Separate Account.  The financial statements of Jackson that are included should be considered only as bearing upon the company's ability to meet its contractual obligations under the Contracts.  Jackson's financial statements do not bear on the future investment experience of the assets held in the Separate Account.  For your copy of the Statement of Additional Information, please contact us at the Annuity Service Center.  Our contact information is on the cover page of this prospectus.

THE ANNUITY CONTRACT

The fixed and variable annuity Contract offered by Jackson is a Contract between you, the Owner, and Jackson, an insurance company.  The Contract provides a means for allocating on a tax-deferred basis to a guaranteed fixed account, GMWB Fixed Account (only if the optional LifeGuard Select GMWB or LifeGuard Select with Joint Option GMWB were elected) and Investment Divisions.  The Contract is intended for retirement savings or other long-term investment purposes and provides for a death benefit and guaranteed income options.  We will not issue a Contract to someone older than age 80.

The Contract, like all deferred annuity contracts, has two phases:  (1) the accumulation phase and (2) the income phase.  Any withdrawals under a tax-qualified contract will be taxable except to the extent that they are allocable to an investment in the Contract (any after-tax contributions).  In most cases, there will be little or no investment in the Contract for a tax-qualified contract because contributions will have been made on a pre-tax or tax-deductible basis.  Income payments under either a non-qualified contract or a tax-qualified contract will be taxable except to the extent that they represent a partial repayment of the investment in the Contract.

The Contract offers guaranteed fixed account options.  The guaranteed fixed account options each offer a minimum interest rate that is guaranteed by Jackson for the duration of the guaranteed fixed account period.  While your money is in a guaranteed fixed account, the interest your money earns and your principal are guaranteed by Jackson.  The value of a guaranteed fixed account may be reduced if you make a withdrawal prior to the end of the guaranteed fixed account period, but will never be less than the premium payments accumulated at 3% per year.  If you choose to have your annuity payments come from the guaranteed fixed account, your payments will remain level throughout the entire income phase.

In addition to the guaranteed fixed account options, there is a GMWB Fixed Account.  The GMWB Fixed Account is available only in conjunction with the purchase of the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB.  If you elected to purchase one of these two GMWBs, automatic transfers of your Contract Value may be required to and from the GMWB Fixed Account according to non-discretionary formulas.  You may not allocate additional monies to the GMWB Fixed Account.  For more information regarding the GMWB Fixed Account, please see below.

The Contract also offers Investment Divisions.  The Investment Divisions are designed to offer a higher return than the guaranteed fixed account.  However, this is not guaranteed.  It is possible for you to lose your money.  If you put money in the Investment Divisions, the amount of money you are able to accumulate in your Contract during the accumulation phase depends upon the performance of the Investment Divisions you select.  The amount of the income payments you receive during the income phase also will depend, in part, on the performance of the Investment Divisions you choose for the income phase.

As the Owner, you can exercise all the rights under the Contract.  You can assign the Contract at any time before the Income Date, but Jackson will not be bound until it receives written notice of the assignment (there is an assignment form).  An assignment may be a taxable event.  Your ability to change ownership is limited on Contracts with one of the For Life GMWBs.  Please contact our Annuity Service Center for help and more information.

The Contracts described in this prospectus are flexible premium deferred annuities and may be issued as either individual or group contracts.  Contracts issued in your state may provide different features and benefits than those described in this prospectus.  This prospectus provides a general description of the Contracts.

JACKSON

Jackson is a stock life insurance company organized under the laws of the state of Michigan in June 1961.  Its legal domicile and principal business address is 1 Corporate Way, Lansing, Michigan 48951.  Jackson is admitted to conduct life insurance and annuity business in the District of Columbia and all states except New York.  Jackson is ultimately a wholly owned subsidiary of Prudential plc (London, England).   Prudential plc is also the ultimate parent of M&G Investment Management Limited, PPM America, Inc., and Eastspring Investments (Singapore) Limited, each a sub-adviser. Jackson is the parent of Jackson National Asset Management, LLC, the Funds’ investment adviser and administrator.

Jackson has responsibility for administration of the Contracts and the Separate Account.  We maintain records of the name, address, taxpayer identification number and other pertinent information for each Contract Owner and the number and type of Contracts issued to each Contract Owner, and records with respect to the value of each Contract.

Jackson is working to provide documentation electronically.  When this program is available, Jackson will, as permitted, forward documentation electronically.  Please contact Jackson at our Annuity Service Center for more information.

THE GUARANTEED FIXED ACCOUNT AND GMWB FIXED ACCOUNT

Contract Value allocated to the guaranteed fixed account and/or the GMWB Fixed Account will be placed with other assets in Jackson's General Account.  Unlike the Separate Account, the General Account is not segregated or insulated from the claims of the insurance company's creditors.  Investors are looking to the financial strength of the insurance company for its obligations under the Contract, including, for example, guaranteed minimum death benefits and guaranteed minimum withdrawal benefits.  The guaranteed fixed account and the GMWB Fixed Account are not registered with the SEC and the SEC does not review the information we provide to you about them.  Disclosures regarding the Fixed Account and the GMWB Fixed Account, however, may be subject to the general provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses.  Your Contract contains a more complete description of the guaranteed fixed account and the GMWB Fixed Account.

THE GMWB FIXED ACCOUNT

The Guaranteed Minimum Withdrawal Benefit (GMWB) Fixed Account.  The GMWB Fixed Account is available only in conjunction with the purchase of the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB.  If you elected to purchase one of these two GMWBs, automatic transfers of your Contract Value may be required to and from the GMWB Fixed Account according to non-discretionary formulas.  You may not allocate additional monies to the GMWB Fixed Account.

The Contract Value in the GMWB Fixed Account is credited with a specific interest rate.  The interest rate initially declared for each transfer to the GMWB Fixed Account will remain in effect for a period of not less than one year.  GMWB Fixed Account interest rates for subsequent periods may be higher or lower than the rates previously declared.  The interest rate is credited daily to the Contract Value in the GMWB Fixed Account and the rate may vary by state but will never be less than 3%.  Please contact us at the Annuity Service Center or contact your representative to obtain the currently declared GMWB Fixed Account interest rate for your state.  Our contact information is on the cover page of this prospectus.

Contract charges deducted from the guaranteed fixed account and Investment Divisions are also deducted from the GMWB Fixed Account in accordance with your Contract's provisions.  DCA, DCA+, Earnings Sweep and Automatic Rebalancing are not available to or from the GMWB Fixed Account.  There is no excess interest adjustment on transfers, withdrawals or deductions from the GMWB Fixed Account.  Transfers to and from the GMWB Fixed Account are automatic according to non-discretionary formulas; you may not choose to transfer amounts to and from the GMWB Fixed Account.  These automatic transfers will not count against the 15 free transfers in a Contract Year.  You will receive a confirmation statement reflecting the automatic transfer of any Contract Value to and from the GMWB Fixed Account.

For more detailed information regarding LifeGuard Select, including the GMWB Fixed Account, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Endorsement” beginning on page 130 .  For more detailed information regarding LifeGuard Select with Joint Option, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Endorsement” beginning on page 142 .

THE SEPARATE ACCOUNT

The Jackson National Separate Account V was established by Jackson on September 25, 1998, pursuant to the provisions of Michigan law, as a segregated asset account of the company.  The Separate Account is a “Separate Account” under state insurance law and under a unit investment trust under federal securities laws and is registered as an investment company with the SEC.

The assets of the Separate Account legally belong to Jackson and the obligations under the Contracts are obligations of Jackson.  However, the Contract assets in the Separate Account are not chargeable with liabilities arising out of any other business Jackson may conduct.  All of the income, gains and losses resulting from these assets are credited to or charged against the Contracts and not against any other Contracts Jackson may issue.

The Separate Account is divided into Investment Divisions.  Jackson does not guarantee the investment performance of the Separate Account or the Investment Divisions.

INVESTMENT DIVISIONS

Your Contract Value may be allocated to no more than 18 Investment Divisions, the guaranteed fixed account and the GMWB Fixed Account at any one time.  Each Investment Division purchases the shares of one underlying fund (mutual fund portfolio) that has its own investment objective.  The Investment Divisions are designed to offer the potential for a higher return than the Fixed Account options and the GMWB Fixed Account.  However, this is not guaranteed.  It is possible for you to lose your Contract Value allocated to any of the Investment Divisions.  If you allocate Contract Values to the Investment Divisions, the amounts you are able to accumulate in your Contract during the accumulation phase depend upon the performance of the Investment Divisions you select.  The amount of the income payments you receive during the income phase also will depend, in part, on the performance of the Investment Divisions you choose for the income phase.

The following Funds in which the Investment Divisions invest are each known as a Fund of Funds.  Funds offered in a Fund of Funds structure may have higher expenses than direct investments in the underlying Funds.  You should read the prospectus for the JNL Series Trust for more information.

JNL/American Funds ® Balanced Allocation
JNL/American Funds Growth Allocation
JNL Institutional Alt 20
JNL Institutional Alt 35
JNL Institutional Alt 50
JNL Institutional Alt 65
JNL/Franklin Templeton Founding Strategy
JNL/Mellon Capital Management 10 x 10
JNL/Mellon Capital Management Index 5
JNL/S&P 4
JNL/S&P Managed Conservative
JNL/S&P Managed Moderate
JNL/S&P Managed Moderate Growth
JNL/S&P Managed Growth
JNL/S&P Managed Aggressive Growth
JNL Disciplined Moderate
JNL Disciplined Moderate Growth
JNL Disciplined Growth

Important information regarding the Investment Divisions investing in the JNL Institutional Alt 65 Fund;   JNL/Goldman Sachs Emerging Markets Debt Fund;   JNL/Lazard Emerging Markets Fund; JNL/Mellon Capital Management Global Alpha Fund; and JNL/Red Rocks Listed Private Equity Fund   (collectively, the “Divisions”):   Effective August 29, 2011,   the Divisions stopped accepting any additional allocations or transfers.   If as of August 29, 2011 you had an automatic program, such   as   Dollar Cost Averaging, Dollar Cost Averaging Plus, Earnings Sweep and Rebalancing, and it includes an allocation to any of the Divisions, you can continue to invest in the Divisions based on your then existing election until you revise or terminate the automatic program. Any change to the then existing automatic program is not permitted if you wish to continue an allocation to the Division. The Divisions are not available for any new or revised allocation instructions under any automatic program.   If you make a subsequent Premium payment and still have future allocation instructions on file with us that include an allocation to any of the Divisions, you must choose a replacement Investment Division. All such allocations prior to our receipt of new allocation instructions will be allocated to the JNL/WMC Money Market Investment Division. Please consult your representative promptly to assist you in subsequently reallocating the Contract Value in the JNL/WMC Money Market Investment Division to any other available Investment Division.  If you have a Select Guaranteed Minimum Withdrawal Benefit (GMWB), automatic transfers apply under the Transfer of Assets provision. The automatic transfers are allocated based on your future allocation instructions, described in the preceding paragraph.  Therefore, when you change your allocation instructions for subsequent Premium payments, you will also be changing your instructions under the Transfer of Assets provision. Prior to our receipt of new future allocation instructions, the automatic transfers will continue to be based on your existing instructions.  Amounts invested in any of the Divisions as of August 29, 2011 will remain invested unless we receive instruction from you. You may continue to make transfers and withdrawals out of any of the Divisions in connection with the usual transactions under a Contract, such as partial withdrawals or withdrawals under a GMWB, if available. However, if you transfer out of any of the Divisions, you will not be able to transfer back in.

 
The names of the Funds that are available, along with the names of the advisers and sub-advisers and a brief statement of each investment objective, are below:

JNL Series Trust
JNL/American Funds ® Balanced Allocation Fund
 
Jackson National Asset Management, LLC
 
Seeks a balance between current income and growth of capital by investing in Class 1 shares of a diversified group of other Funds (“Underlying Funds”).  The Underlying Funds in which the Fund may invest are a part of the American Funds Insurance Series ® (“AFIS”).  Not all Funds of AFIS are available as Underlying Funds.  Under normal circumstances, the Fund allocates approximately 50%-80% of its assets to Underlying Funds that invest primarily in equity securities and 20%-50% of its assets to Underlying Funds that invest primarily in fixed-income securities.  

JNL/American Funds Growth Allocation Fund
 
Jackson National Asset Management, LLC
 
Seeks capital growth with a secondary emphasis on current income by investing in Class 1 shares of a diversified group of other Funds (“Underlying Funds”).  The Underlying Funds in which the Fund may invest are a part of the American Funds Insurance Series ® (“AFIS”).  Not all Funds of AFIS are available as Underlying Funds.  Under normal circumstances, the Fund allocates approximately 70%-100% of its assets to Underlying Funds that invest primarily in equity securities and 0%-30% of its assets to Underlying Funds that invest primarily in fixed-income securities.  

JNL/American Funds Blue Chip Income and Growth Fund (“Feeder Fund”)
 
Jackson National Asset Management, LLC, investment adviser to the Feeder Fund (and Capital Research and Management CompanySM, investment adviser to the Master Fund)
 
Seeks both income exceeding the average yield on U.S. stocks generally and to provide an opportunity for growth of principal consistent with sound common stock investing through exclusive investment in the Class 1 shares of the American Funds Insurance Series ® – Blue Chip Income and Growth Fund SM (“Master Blue Chip Income and Growth Fund” or “Master Fund”). The Master Fund invests primarily in dividend-paying common stocks of larger, more established companies domiciled in the United States with market capitalizations of $4 billion and above. The Master Fund also will ordinarily invest at least 90% of its equity assets in the stock of companies whose debt securities are rated at least investment grade. The Master Fund may invest up to 10% of its assets in equity securities of larger companies domiciled outside the United States, so long as they are listed or traded in the United States. 

JNL/American Funds Global Bond Fund (“Feeder Fund”)
 
Jackson National Asset Management, LLC, investment adviser to the Feeder Fund (and Capital Research and Management CompanySM, investment adviser to the Master Fund)
 
Seeks , over the long term, a high level of total return consistent with prudent investment management through exclusive investment in the Class 1 shares of the American Funds Insurance Series ® – Global Bond Fund SM (“Master Global Bond Fund” or “Master Fund”). The Master Fund is designed for investors seeking returns through a portfolio of debt securities issued by companies based around the world. The Master Fund seeks to provide, over the long term, with as high a level of total return as is consistent with prudent management, by investing at least 80% of its assets in bonds. The Master Fund invests primarily in debt securities of governmental, supranational and corporate issuers denominated in various currencies, including U.S. dollars. The Master Fund may also invest a portion of its assets in lower quality, higher yielding debt securities (rated Ba1 or below and BB+ or below by NRSRO s or unrated but determined to be of equivalent quality by the Master Fund’s investment adviser).  Such securities are sometimes referred to as “junk bonds.” The total return of the Master Fund will be the result of interest income, changes in the market value of the Master Fund’s investments and changes in the value of other currencies relative to the U.S. dollar. 

JNL/American Funds Global Small Capitalization Fund (“Feeder Fund”)
 
Jackson National Asset Management, LLC, investment adviser to the Feeder Fund (and Capital Research and Management CompanySM, investment adviser to the Master Fund)
 
Seeks growth of capital over time through exclusive investment in the Class 1 shares of the American Funds Insurance Series ® – Global Small Capitalization Fund SM (“Master Global Small Capitalization Fund” or “Master Fund”). The Master Global Small Capitalization Fund invests at least 80% of its net assets in growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) of companies with small market capitalizations, measured at the time of purchase. The Master Global Small Capitalization Fund is designed for investors seeking capital appreciation through stocks. Investors in the Master Global Capitalization Fund should have a long-term perspective and, for example, be able to tolerate potentially sharp, short-term declines in value. 

JNL/American Funds Growth-Income Fund (“Feeder Fund”)
 
Jackson National Asset Management, LLC, investment adviser to the Feeder Fund (and Capital Research and Management CompanySM, investment adviser to the Master Fund)
 
Seeks long-term growth of capital and income through exclusive investment in the Class 1 shares of the American Funds Insurance Series ® – Growth-Income Fund SM (“Master Growth-Income Fund” or “Master Fund”). The Master Growth-Income Fund seeks to make the investment grow and provide income over time by investing primarily in common stocks or other securities that demonstrate the potential for appreciation and/or dividends.   T he Master Growth-Income Fund may invest up to 15% of its assets, at the time of purchase, in securities of issuers domiciled outside the United States. 

JNL/American Funds International Fund (“Feeder Fund”)
 
Jackson National Asset Management, LLC, investment adviser to the Feeder Fund (and Capital Research and Management CompanySM, investment adviser to the Master Fund)
 
Seeks long-term growth of capital through exclusive investment in the Class 1 shares of the American Funds Insurance Series ® – International Fund SM (“Master International Fund” or “Master Fund”). The Master International Fund seeks to make the investment grow over time by investing primarily in common stocks of companies located outside the United States. The Master Fund is designed for investors seeking capital appreciation through stocks. Investors in the Master Fund should have a long-term perspective and, for example, be able to tolerate potentially sharp, short-term declines in value. 

JNL/American Funds New World Fund (“Feeder Fund”)
 
Jackson National Asset Management, LLC, investment adviser to the Feeder Fund (and Capital Research and Management CompanySM, investment adviser to the Master Fund)
 
Seeks long-term capital appreciation through exclusive investment in the Class 1 shares of the American Funds Insurance Series ® – New World Fund SM (“Master New World Fund” or “Master Fund”). The Master Fund is designed for investors seeking capital appreciation over time.   The Fund may invest in companies without regard to market capitalization, including companies with small market capitalizations.   Investors in the Master Fund should have a long-term perspective and, for example, be able to tolerate potentially sharp, short-term declines in value. Under normal market conditions, the Master Fund will invest at least 35% of its assets in equity and debt securities of issuers primarily based in qualified countries that have developing economies and/or markets. 

JNL/BlackRock Commodity Securities Fund
 
Jackson National Asset Management, LLC (and BlackRock Investment Management, LLC)
 
 
Seeks long-term capital growth by investing in equity securities and commodity-linked derivative instruments that provide exposure to the natural resources sector, as well as fixed income securities.  The Fund may invest in securities of any market capitalization.
 
Under normal market conditions, the Fund will utilize two strategies and will invest approximately 50% to 75% of its assets in the “Natural Resources Strategy,” and 25% to 50% of its assets in the “Commodity Strategy.”  The “Natural Resources Strategy” will focus on companies active in the extraction, production, and processing of commodities and raw materials. The “Commodity Strategy” will focus on investments in commodity securities.  

JNL/BlackRock Global Allocation Fund
 
Jackson National Asset Management, LLC (and BlackRock Investment Management, LLC)
 
Seeks high total investment return by investing in a portfolio of equity and debt securities, money market securities and other short-term securities or instruments, of issuers located around the world.  Generally, the Fund will invest in both equity and debt securities and seeks diversification across markets, industries and issuers as one of its strategies to reduce volatility. Equity securities include common stock, rights and warrants, preferred stock, securities convertible into common stock, or securities or other instruments whose price is linked to the value of common stock.  The Fund may invest in securities of any market capitalization.  The Fund uses derivatives as a means of managing exposure to foreign currencies and other adverse market movements, as well as to increase returns.   

JNL/Brookfield Global Infrastructure Fund
 
Jackson National Asset Management, LLC (and Brookfield Investment Management Inc. and sub-sub-adviser:  AMP Capital Brookfield (US) LLC)
 
Seeks   total return through growth of capital and current income by investing at least 80% of its net assets in securities of publicly traded equity securities of infrastructure companies listed on a domestic or foreign exchange, throughout the world, including the United States.  Securities in which the Fund may invest include, but are not limited to, common, convertible and preferred stock, stapled securities, income trusts, limited partnerships, and limited partnership interests in the general partners of master limited partnerships, issued by infrastructure and infrastructure-related companies.  

JNL Institutional Alt 20 Fund
Jackson National Asset Management, LLC
 
Seeks long-term growth of capital and income by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”).  The Underlying Funds in which the Fund may invest each are a separate series of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust are available as Underlying Funds.  Under normal circumstances, the Fund has a target percentage allocation among the specified Underlying Funds that are categorized as primarily investing in traditional asset classes and strategies (approximately 80%), and non-traditional asset classes and strategies (approximately 20%).  Traditional asset class investments of the Underlying Funds include, but are not limited to, international and U.S. equity, bonds, large-cap, mid-cap, small cap and money market instruments.  Non-traditional asset class investments of the Underlying Funds include, but are not limited to, managed futures, global real estate, emerging market equity and debt, and listed private equity instruments.  

JNL Institutional Alt 35 Fund
Jackson National Asset Management, LLC
 
Seeks long-term growth of capital and income by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”).  The Underlying Funds in which the Fund may invest each are a separate series of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust are available as Underlying Funds.  Under normal circumstances, the Fund has a target percentage allocation among the specified Underlying Funds that are categorized as primarily investing in traditional asset classes and strategies (approximately 65%), and non-traditional asset classes and strategies (approximately 35%).  Traditional asset class investments of the Underlying Funds include, but are not limited to, international and U.S. equity, bonds, large-cap, mid-cap, small cap and money market instruments.  Non-traditional asset class investments of the Underlying Funds include, but are not limited to, managed futures, global real estate, emerging market equity and debt, and listed private equity instruments.

JNL Institutional Alt 50 Fund
Jackson National Asset Management, LLC
 
Seeks long-term growth of capital and income by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”).  The Underlying Funds in which the Fund may invest each are a separate series of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust are available as Underlying Funds.  Under normal circumstances, the Fund has a target percentage allocation among the specified Underlying Funds that are categorized as primarily investing in traditional asset classes and strategies (approximately 50%), and non-traditional asset classes and strategies (approximately 50%).  Traditional asset class investments of the Underlying Funds include, but are not limited to, international and U.S. equity, bonds, large-cap, mid-cap, small cap and money market instruments.  Non-traditional asset class investments of the Underlying Funds include, but are not limited to, managed futures, global real estate, emerging market equity and debt, and listed private equity instruments.  

JNL Institutional Alt 65 Fund   (Please Note:  The Investment Division investing in the JNL Institutional Alt 65 Fund is not accepting any additional allocations or transfers.)
Jackson National Asset Management, LLC
 
Seeks long-term growth of capital and income by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”).  The Underlying Funds in which the Fund may invest each are a separate series of the JNL Series Trust, the JNL Variable Fund LLC, and Curian Variable Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the Curian Variable Series Trust are available as Underlying Funds.  Under normal circumstances, the Fund has a target percentage allocation among the specified Underlying Funds that are categorized as primarily investing in traditional asset classes and strategies (approximately 35%), and non-traditional asset classes and strategies (approximately 65%).    Traditional asset class investments of the Underlying Funds include, but are not limited to, international and U.S. equity, bonds, large-cap, mid-cap, small cap and money market instruments.  Non-traditional asset class investments of the Underlying Funds include, but are not limited to, managed futures, global real estate, emerging market equity and debt, and listed private equity instruments.  

JNL/Capital Guardian Global Balanced Fund
Jackson National Asset Management, LLC (and Capital Guardian Trust Company)
 
Seeks income and capital growth, consistent with reasonable risk through investments in stocks and fixed-income securities of U.S. and non-U.S. issuers.  The Fund's neutral position is a 65%/35% blend of equities and fixed-income, but may allocate 55% to 75% of the Fund’s assets to equity securities and 25% to 45% of the Fund’s assets to fixed-income securities .   The Fund may also invest in debt securities of developing country (emerging market) issuers.
 

JNL/Capital Guardian Global Diversified Research Fund
Jackson National Asset Management, LLC (and Capital Guardian Trust Company)
 
Seeks long-term growth of capital and income by investing at least 80% of its assets in a portfolio consisting of equity securities of U.S. and non-U.S. issuers.  The Fund normally will invest in common stocks, preferred shares and convertible securities of companies with market capitalization greater than $1 billion at the time of purchase. The Fund may also invest in equity securities of developing country (emerging market) issuers.  

JNL/ DFA U.S. Core Equity Fund   (formerly, JNL/Eagle Core Equity Fund)
Jackson National Asset Management, LLC (and Dimensional Fund Advisors LP )
 
Seeks long-term capital appreciation by investing, under normal market conditions, at least 80% of its assets in equity securities of U.S. companies.  The percentage allocation of the assets of the Fund to securities of the largest U.S. growth companies will generally be reduced from between 2.5% and 25% of their percentage weight in the U.S. universe.  The percentage by which the Fund’s allocation to securities of the largest U.S. growth companies is reduced will fluctuate with market movements.  Additionally, the range by which the Fund’s percentage allocation to the securities of the largest U.S. growth companies is reduced as compared to the U.S. universe will change from time to time.  

JNL/Eagle SmallCap Equity Fund
Jackson National Asset Management, LLC (and Eagle Asset Management, Inc.)
 
Seeks long-term capital appreciation by investing under normal circumstances at least 80% of its assets in a diversified portfolio of equity securities of U.S. companies with market capitalizations in the range of the companies represented by the Russell 2000®   Index . The Fund’s equity holdings consist primarily of common stocks, but may also include preferred stocks and investment grade securities convertible into common stocks, and warrants.  

JNL/Eastspring Investments Asia ex-Japan Fund (formerly, JNL/PAM Asia ex-Japan Fund)
 
Jackson National Asset Management, LLC (and Eastspring Investments (Singapore) Limited)
 
Seeks long-term total return and capital appreciation by investing under normal circumstances at least 80% of its assets in equity and equity-related securities (such as depositary receipts, convertible bonds and warrants) of companies, which are listed, incorporated, or have their area of primary activity in the Asia ex-Japan region.  

JNL/Eastspring Investments China-India Fund (formerly, JNL/PAM China-India Fund)
 
Jackson National Asset Management, LLC (and Eastspring Investments (Singapore) Limited)
 
Seeks long-term total return by investing normally, 80% of its assets in equity and equity-related securities (such as depositary receipts, convertible bonds and warrants) of corporations, which are incorporated in, or listed in, or have their area of primary activity in the People’s Republic of China and India.

JNL/Franklin Templeton Founding Strategy Fund
Jackson National Asset Management, LLC
 
Seeks capital appreciation by making allocations (approximately 33 1/3 %) of its assets and cash flows among Class A shares of the following three Underlying Funds: 1) JNL/Franklin Templeton Income Fund; 2) JNL/Franklin Templeton Global Growth Fund; and 3) JNL/Franklin Templeton Mutual Shares Fund.  These Underlying Funds, in turn invest primarily in U.S. and foreign equity securities, and, to a lesser extent, fixed-income and money market securities. 

JNL/Franklin Templeton Global Growth Fund
Jackson National Asset Management, LLC (and Templeton Global Advisors Limited)
 
Seeks long-term capital growth by investing , under normal market conditions, primarily in the equity securities of companies located anywhere in the world, including emerging markets. 

JNL/Franklin Templeton Global Multisector Bond Fund
 
Jackson National Asset Management, LLC (and Franklin Advisers, Inc.)
 
Seeks total investment return consisting of a combination of interest income, capital appreciation, and currency gains by investing, under normal market conditions, primarily in fixed and floating rate debt securities and debt obligations issued by governments, government-related issuers, or corporate issuers worldwide (collectively, “fixed-income securities”) which may result in high portfolio turnover.  Fixed-income securities include debt securities of any maturity, such as bonds, notes, bills and debentures.  Investments in debt securities may include, but are not limited to, debt securities of any maturity of governments and government agencies throughout the world (including the U.S.), their agencies and instrumentalities and supranational organizations, municipal and local/provincial debt, debt securities of corporations, commercial paper, preferred stock, bank loans, convertible securities, mortgage- or asset-backed securities, inflation-linked securities, equipment trusts and other securitized or collateralized debt securities.  Certain instruments in which the Fund invests may be illiquid or thinly-traded securities. The Fund also regularly enters into currency-related transactions in both developed and emerging markets, in an attempt to generate total return and manage risk, including risk from differences in global short-term interest rates.  The Fund may also invest in securities or structured products that are linked to or derive their value from another security, asset or currency of any nation.

JNL/Franklin Templeton Income Fund
Jackson National Asset Management, LLC (and Franklin Advisers, Inc.)
 
Seeks to maximize income while maintaining prospects for capital appreciation by investing , under normal market conditions, in a diversified portfolio of debt and equity securities.   The Fund seeks income by selecting investments such as corporate, foreign and U.S. Treasury bonds, as well as stocks with attractive dividend yields.  In its search for growth opportunities, the Fund maintains the flexibility to invest in common stocks of companies from a variety of sectors, but from time to time, based on economic conditions, the Fund may have significant investments in particular sectors.  

JNL/Franklin Templeton International Small Cap Growth Fund
 
Jackson National Asset Management, LLC (and Franklin Templeton Institutional, LLC)
 
Seeks long-term capital appreciation by investing , under normal market conditions, at least 80% of its assets in a diversified portfolio of marketable equity and equity-related securities of smaller international companies with a market capitalization of less than $5 billion. The Fund invests predominately in securities listed or traded on recognized international markets in developed countries included in MSCI EAFE Small Cap Index.  The Fund may invest in emerging market countries. 

JNL/Franklin Templeton Mutual Shares Fund
Jackson National Asset Management, LLC (and Franklin Mutual Advisers, LLC)
 
Seeks capital appreciation, which may occasionally be short-term (which is capital appreciation return on investment in less than 12 months), and secondarily, income by investing, under normal market conditions, primarily in equity securities (including securities convertible into, or that the sub-adviser expects to be exchanged for, common or preferred stock) of U.S. and foreign companies that the sub-adviser believes are available at market prices less than their value based on certain recognized or objective criteria (intrinsic value).  Following this value-oriented strategy, the Fund invests primarily in undervalued securities (securities trading at a discount to intrinsic value). The equity securities in which the Fund invests are primarily common stock.  To a lesser extent, the Fund also invests in merger arbitrage securities and distressed companies.
The Fund is not limited to pre-set maximums or minimums governing the size of the companies in which it may invest.  However as a general rule, the Fund currently invests the equity portion of its portfolio primarily to predominately in companies with market capitalizations greater than $5 billion, with a portion or a significant amount in smaller companies.  

JNL/Franklin Templeton Small Cap Value Fund
Jackson National Asset Management, LLC (and Franklin Advisory Services, LLC)
 
Seeks long-term total return by investing, normally, at least 80% of its assets  in securities of small-capitalization companies.   The Sub-Adviser deems small capitalization companies are companies with market capitalizations (the market value of a company’s outstanding stock) under $3.5 billion at the time of purchase.  

JNL/Goldman Sachs Core Plus Bond Fund
Jackson National Asset Management, LLC (and Goldman Sachs Asset Management, L.P. and sub-sub-adviser: Goldman Sachs Asset Management International)
 
Seeks a high level of current income, with capital appreciation as a secondary objective, by investing, under normal circumstances, at least 80% of its assets in a globally diverse portfolio of bonds and other fixed-income securities and related investments.   The Sub-Adviser has broad discretion to invest the Fund’s assets among certain segments of the fixed-income market (including non-investment grade securities), emerging market debt securities and in obligations of domestic and foreign issuers which may be denominated in currencies other than the U.S. dollar.  The Fund does not currently intend to invest more than 75% of assets in non-investment grade securities.  

JNL/Goldman Sachs Emerging Markets Debt Fund   (Please Note:  The Investment Division investing in the JNL/Goldman Sachs Emerging Markets Debt Fund is not accepting any additional allocations or transfers.)
Jackson National Asset Management, LLC (and Goldman Sachs Asset Management, L.P. and sub-sub-adviser: Goldman Sachs Asset Management International)
 
Seeks a high level of total return consisting of income and capital appreciation by investing, under normal circumstances, at least 80% of its assets in (i) sovereign and corporate debt of issuers economically tied to emerging countries , denominated in the local currency of such emerging countries ; (ii) sovereign and corporate debt of issuers economically tied to emerging countries denominated in U.S. dollars ; and (iii) currencies of such emerging countries, which may be represented by forwards or other derivatives that may have interest rate exposure.   Such sovereign and corporate debt issuers include:
 
·   
governments or any of their agencies, political subdivisions, or instrumentalities;
·   
those with a class of securities whose primary trading market is in an emerging country or region;
·   
those organized under the laws of, or having a principal office in, an emerging country;
·   
those deriving at least 50% of their revenues from goods produced, sales made or services provided in one or more emerging countries;
·   
those maintaining at least 50% of their assets in one or more emerging countries;
·   
those offering a security included in an index representative of a particular emerging country or region;
·   
or those whose securities are exposed to the economic fortunes and risks of a particular emerging country or region.
 
Many of the countries in which the Fund invests will have sovereign ratings that are below investment grade or are unrated.  

JNL/Goldman Sachs Mid Cap Value Fund
Jackson National Asset Management, LLC (and Goldman Sachs Asset Management, L.P.)
 
Seeks long-term capital appreciation by investing, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations within the range of market capitalization of companies constituting the Russell Midcap® Value Index at the time of the investment.   If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities.  

JNL/Goldman Sachs U.S. Equity Flex Fund
 
Jackson National Asset Management, LLC (Goldman Sachs Asset Management, L.P.)
 
Seeks long-term capital appreciation by investing in a broad mix of equity securities that aims to produce long-term capital appreciation and target attractive risk adjusted returns compared to the S&P 500 Index. The Sub-Adviser will normally establish long and short positions in equity securities.  In seeking to outperform its benchmark index, the S&P 500 Index, the Fund will hold long securities that the Sub-Adviser believes are more likely to outperform the index, and will take short positions in securities the Sub-Adviser believes will underperform the index.
 

JNL/Invesco Global Real Estate Fund
 
Jackson National Asset Management, LLC (and Invesco Advisers, Inc. and sub-sub-adviser: Invesco Asset Management Ltd.)
 
Seeks high total return by investing, normally, at least 80% of its assets in the equity and debt securities of real estate and real estate-related companies located in at least three different countries, including the United States.   These companies include real estate investment trusts or other real estate operating companies. The Fund may also invest in the following other investments that have economic characteristics similar to the Fund’s direct investments: derivatives, exchange-traded funds and American Depositary Receipts.  These derivatives and other instruments may have the effect of leveraging the Fund’s portfolio.

JNL/Invesco International Growth Fund
 
Jackson National Asset Management, LLC (and Invesco Advisers, Inc. )
 
Seeks long-term growth of capital by primarily investing in equity securities of issuers that are considered by the Fund’s portfolio managers to have a strong earnings growth.  The Fund focuses its investments in marketable equity securities of foreign companies that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market.  The Fund will normally invest in the securities of   companies located in at least three countries outside of the U.S., emphasizing investment in companies in the developed markets of Western Europe and the Pacific Basin. 

JNL/Invesco Large Cap Growth Fund
Jackson National Asset Management, LLC (and Invesco Advisers, Inc. )
 
Seeks long-term growth of capital by investing, normally, at least 80% of its assets in securities of large-capitalization companies.   The Fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, no smaller than the smallest capitalized company included in the Russell 1000 ® Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Fund’s investments may include other securities, such as synthetic instruments.  Synthetic instruments are investments that have economic characteristics similar to the Fund’s direct investments and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts.  

JNL/Invesco Small Cap Growth Fund
 
Jackson National Asset Management, LLC (and Invesco Advisers, Inc. )
 
Seeks long-term growth of capital by investing, normally, at least 80% of its assets in equity securities of small-capitalization companies.   The Fund considers a company to be a small-capitalization company if it has a market capitalization, at the time of purchase, no larger than the largest capitalized company included in the Russell 2000 ® Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Fund’s investments may include other securities, such as synthetic and derivative instruments.  Synthetic and derivative instruments are investments that have economic characteristics similar to the Fund’s direct investments.  Synthetic and derivative instruments in which the Fund may invest may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. Synthetic and derivative instruments may have the effect of leveraging the Fund’s portfolio.  

JNL/Ivy Asset Strategy Fund
Jackson National Asset Management, LLC (and Ivy Investment Management Company)
 
Seeks high total return by allocating its assets among primarily stocks, bonds, commodities, and short-term instruments of issuers located around the world , as well as investments in precious metals and investment with exposure to various foreign currencies.  The Fund may invest up to 100% of its total assets in foreign securities.

JNL/JPMorgan International Value Fund
Jackson National Asset Management, LLC (and J.P. Morgan Investment Management Inc.)
 
Seeks high total return from a portfolio of equity securities of foreign companies in developed and, to a lesser extent, developing markets by investing, under normal circumstances, at least 80% of its assets in a diversified portfolio consisting primarily of value common stocks of non-U.S. companies; the Fund seeks to invest mainly in, but is not limited to, securities included in the MSCI EAFE Value Index.   The Fund may also invest in the equity securities of companies in developing countries or “emerging markets.”  

JNL/JPMorgan MidCap Growth Fund
Jackson National Asset Management, LLC (and J.P. Morgan Investment Management Inc.)
 
Seeks capital growth over the long-term by investing, under normal market circumstances, at least 80% of its assets  in a broad portfolio of common stocks of companies with market capitalizations equal to those within the universe of Russell Midcap Growth Index stocks at the time of purchase.   Market capitalization is the total market value of a company’s shares.  

JNL/JPMorgan U.S. Government & Quality Bond Fund
Jackson National Asset Management, LLC (and J.P. Morgan Investment Management Inc.)
 
Seeks to obtain a high level of current income by investing, under normal circumstances, at least 80% of its assets in US Treasury securities, obligations issued by agencies or instrumentalities of the U.S. government (which may not be backed by the U.S. government) and mortgage-backed securities, that are supported either by the full faith and credit of the U.S. government or their own credit, collateralized mortgage obligations issued by private issuers, repurchase agreements and derivatives related to the principal investments.   The Fund may also invest in high-quality corporate debt securities.  

JNL/Lazard Emerging Markets Fund   (Please Note:  The Investment Division investing in the JNL Institutional Alt 65 Fund is not accepting any additional allocations or transfers.)
Jackson National Asset Management, LLC (and Lazard Asset Management LLC)
 
Seeks long-term capital appreciation by investing, under normal circumstances, at least 80% of its assets in equity securities of companies whose principal business activities are located in emerging market countries.  The Fund may engage, to a limited extent, in various investment techniques, such as foreign currency transactions and the use of derivative instruments to gain exposure to foreign currencies and emerging securities, and to hedge the Fund’s investments.  

JNL/Lazard Mid Cap Equity Fund
Jackson National Asset Management, LLC (and Lazard Asset Management LLC)
 
Seeks capital appreciation by investing at least 80% of its assets 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. 

JNL/M&G Global Basics Fund
Jackson National Asset Management, LLC (and M&G Investment Management Limited)
 
Seeks to maximize long-term capital growth by investing in companies operating in basic industries (“primary” and “secondary” industries), and also in companies that service these industries.  The Fund focuses on the “building blocks of the global economy.”  The Fund invests in companies that produce raw materials or turn them into products for consumers.  Such companies can be found either in primary industries (raw materials) or in secondary industries (products and services, such as manufacturing, food production, construction, and energy).  The Fund may also invest in other global equities. 

JNL/M&G Global Leaders Fund
Jackson National Asset Management, LLC (and M&G Investment Management Limited)
 
Seeks to maximize long-term total return (the combination of income and growth of capital) by investing in stocks selected from the full spectrum of leading companies world-wide (leading companies is defined as those companies that are at the forefront of creating value for shareholders) either directly or as a result of a rise in its stock or bond price or dividends, or stock splits, or indirectly by its participation in activities or markets providing for future enhanced profitability.  The Fund aims to achieve consistent returns in the global equity funds sector. 

JNL/Mellon Capital Management 10 x 10 Fund
Jackson National Asset Management, LLC
 
Seeks capital appreciation and income by investing in Class A shares of the following Underlying Funds:
Ø  
50% in the JNL/Mellon Capital Management JNL 5 Fund;
Ø  
10% in the JNL/Mellon Capital Management S&P 500 Index Fund;
Ø  
10% in the JNL/Mellon Capital Management S&P 400 MidCap Index Fund;
Ø  
10% in the JNL/Mellon Capital Management Small Cap Index Fund;
Ø  
10% in the JNL/Mellon Capital Management International Index Fund; and
Ø  
10% in the JNL/Mellon Capital Management Bond Index Fund.
 

JNL/Mellon Capital Management Index 5 Fund
Jackson National Asset Management, LLC
 
Seeks capital appreciation by investing in Class A shares of the following Underlying Funds:
Ø  
20% in the JNL/Mellon Capital Management S&P 500 Index Fund;
Ø  
20% in the JNL/Mellon Capital Management S&P 400 MidCap Index Fund;
Ø  
20% in the JNL/Mellon Capital Management Small Cap Index Fund;
Ø  
20% in the JNL/Mellon Capital Management International Index Fund; and
Ø  
20% in the JNL/Mellon Capital Management Bond Index Fund.
 

JNL/Mellon Capital Management European 30 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to provide capital appreciation by investing at least 80% of its assets in the common stock of 30 companies selected from the MSCI Europe Index. 

JNL/Mellon Capital Management Emerging Markets Index Fund
 
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks   to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in emerging market countries by investing, under normal circumstances, at least 80% of its assets in stocks included in the MSCI Emerging Markets Index (“Index”), including depositary receipts representing securities of the Index; which may be in the form of American Depositary receipts, Global Depositary receipts and European Depositary receipts.  The Fund attempts to replicate the Index by investing all or substantially all of its assets in the stocks that comprise the Index.  

JNL/Mellon Capital Management Pacific Rim 30 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to provide capital appreciation by investing under normal circumstances at least 80% of its assets  in the common stock of 30 companies selected from the MSCI Pacific Index.
 

JNL/Mellon Capital Management S&P 500 Index Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to match the performance of the S&P 500® Index.  The Fund seeks to invest under normal circumstances at least 80% of its assets in the stocks in the S&P 500 Index in proportion to their market capitalization weighting in the S&P 500 Index in order to provide long-term capital growth. 

JNL/Mellon Capital Management S&P 400 MidCap Index Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to match the performance of the S&P MidCap 400 Index.  The Fund invests in equity securities of medium capitalization-weighted domestic corporations; under normal circumstances the Fund invests at least 80% of its assets in the stocks in the S&P MidCap 400 Index in proportion to their market capitalization weighting in the S&P MidCap 400 Index in order to provide long-term capital growth. 

JNL/Mellon Capital Management Small Cap Index Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to match the performance of the Russell 2000® Index.  The Fund invests in equity securities of small- to mid-size domestic companies; under normal circumstances the Fund invests at least 80% of its assets in a portfolio of securities, which seeks to match performance and characteristics of the Russell 2000 Index through replicating a majority of the Russell 2000 I ndex and sampling from the remaining securities in order to provide long-term growth of capital . 

JNL/Mellon Capital Management International Index Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to match the performance of the Morgan Stanley Capital International (“MSCI”) Europe Australia Far East (“EAFE”) Index.   The Fund invests in international equity securities attempting to match the characteristics of each country within the index; under normal circumstances the Fund invests at least 80% of its assets in the stocks included in the MCSI EAFE Index or derivative securities economically related to the MSCI EAFE Index in order to provide long-term capital growth . 

JNL/Mellon Capital Management Bond Index Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to match the performance of the Barclays Capital U.S. Aggregate Bond Index by investing under normal circumstances at least 80% of its assets in fixed-income securities. The Fund seeks to provide a moderate rate of income by investing in domestic fixed-income investments. 

JNL/Mellon Capital Management Global Alpha Fund (Please Note:  The Investment Division investing in the JNL/Mellon Capital Management Global Alpha Fund is not accepting any additional allocations or transfers.)
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return by investing in instruments that provide investment exposure to global equity, bond and currency markets, and in fixed-income securities.  The Fund ordinarily invests in at least three countries, focusing on the major developed capital markets of the world, such as the United States, Canada, Japan, Australia, and Western Europe. 

JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund
 
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to match the performance of the Dow Jones U.S. Contrarian Opportunities Index.  The Fund is constructed to mirror the Dow Jones U.S. Contrarian Opportunities Index to systematically measure the performance of stocks that lag behind the broader market in terms of recent performance, but that outrank their peers based on fundamentals-based and other qualitative criteria.  

JNL/Morgan Stanley Mid Cap Growth Fund
 
Jackson National Asset Management, LLC (and Morgan Stanley Investment Management Inc.)
 
Seeks long-term capital growth by investing, under normal circumstances, at least 80% of its assets in equity securities of mid cap companies, primarily in established and emerging companies with capitalizations within the range of companies included in the Russell Midcap ® Growth Index.  

JNL/Neuberger Berman Strategic Income Fund
 
Jackson National Asset Management, LLC (and Neuberger Berman Fixed Income LLC)
 
Seeks high current income with long-term capital appreciation as its secondary objective by investing primarily in a diversified mix of fixed rate and floating rate debt securities. The Fund’s investments may include securities issued by domestic and foreign governments, corporate entities, and trust structures. The Fund may invest in a broad array of securities, including: securities issued or guaranteed as to principal or interest by the U.S. government or any of its agencies or instrumentalities; corporate bonds; commercial paper; currencies and non-U.S. securities; mortgage-backed securities and other asset-backed securities; and loans.  

JNL/Oppenheimer Global Growth Fund
Jackson National Asset Management, LLC (and OppenheimerFunds, Inc.)
 
Seeks capital appreciation by investing primarily in common stocks of companies in the U.S. and foreign countries.  The Fund can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets.   However, the Fund currently emphasizes investments in developed markets such as the United States, Western European countries and Japan.  The Fund does not limit its investments to companies in a particular capitalization range, but currently focuses its investments in mid-capitalization and large-capitalization companies.  

JNL/PIMCO Real Return Fund
Jackson National Asset Management, LLC (and Pacific Investment Management Company LLC)
 
Seeks maximum real return, consistent with preservation of real capital and prudent investment management by investing under normal circumstances at least 80% of its assets in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities, and corporations, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. Assets not invested in inflation-indexed bonds may be invested in other types of Fixed Income Instruments, which include bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. 

JNL/PIMCO Total Return Bond Fund
Jackson National Asset Management, LLC (and Pacific Investment Management Company LLC)
 
Seeks to realize maximum total return, consistent with the preservation of capital and prudent investment management, by investing under normal circumstances at least 80% of its assets in a diversified portfolio of fixed   income instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. 

JNL/PPM America Floating Rate Income Fund
 
Jackson National Asset Management, LLC (and PPM America, Inc.)
 
Seeks to provide a high level of current income, by investing , under normal circumstances , at least 80% of its net assets in floating rate loans and other floating rate investments, defined as floating rate loans, floating rate notes, other floating rate debt securities, structured products (including, commercial mortgage-backed securities, asset-backed securities, and collateralized loan obligations which are debt securities typically issued by special purpose vehicles and secured by loans), money market securities of all types, repurchase agreements, shares of money market funds, short-term bond funds and floating rate funds.   Further, while not a principal investment strategy, the Fund may engage in derivatives transactions. Investment in such derivative or other synthetic instruments that have economic characteristics similar to the floating rate investments may be used for the purpose of satisfying the 80% minimum investment requirement.  

JNL/PPM America High Yield Bond Fund
Jackson National Asset Management, LLC (and PPM America, Inc.)
 
Seeks to maximize current income, with capital appreciation as a secondary objective, by investing , under normal circumstances , at least 80% of its assets in high-yield, high-risk debt securities, commonly referred to as “junk bonds” and related investments.   Further, while not a principal investment strategy, the Fund may engage in derivatives transactions. Investment in derivatives instruments that have economic characteristics similar to the fixed income investments may be used for the purpose of satisfying the 80% minimum investment requirement.     T he Fund may also invest in securities of foreign issuers.   To the extent that the Fund invests in emerging market debt, this will be considered as an investment in a high-yield security for purposes of the 80% investment minimum requirement.  

JNL/PPM America Mid Cap Value Fund
Jackson National Asset Management, LLC (and PPM America, Inc.)
 
Seeks long-term growth of capital by investing, primarily, at least 80% of its assets  in a diversified portfolio of equity securities of U.S. companies with market capitalizations within the range of companies, constituting the Russell Midcap Index (“Index”) under normal market conditions at the time of the initial purchase.   The market capitalization range of the Index will vary with market conditions over time.   If the market capitalization of a company held by the Fund moves outside the then-current Index range, the Fund may, but is not required to, sell the securities. 

JNL/PPM America Small Cap Value Fund
Jackson National Asset Management, LLC (and PPM America, Inc.)
 
Seeks long-term growth of capital by investing, primarily, at least 80% of its assets in a diversified portfolio of equity securities of U.S. companies within the range of securities of the S&P SmallCap 600 Index (“Index”) ,  under normal market conditions at the time of initial purchase.  The market capitalization range of the Index will vary with market conditions over time.  If the market capitalization of a company held by the Fund moves outside the then-current Index range, the Fund may, but is not required to, sell the securities. 

JNL/PPM America Value Equity Fund
Jackson National Asset Management, LLC (and PPM America, Inc.)
 
Seeks long-term growth of capital by investing , primarily , in a diversified portfolio of equity securities of domestic companies .  Such companies will typically have market capitalizations within the range of companies constituting the S&P 500 Index (“Index”) under normal market conditions at the time of the initial purchase .   The market capitalization range of the Index will vary with market conditions over time.   At least 80% of its will be invested, under normal circumstances, in equity securities. 

JNL/Red Rocks Listed Private Equity Fund   (Please Note:  The Investment Division investing in the JNL/Red Rocks Listed Private Equity Fund is not accepting any additional allocations or transfers.)
Jackson National Asset Management, LLC (and Red Rocks Capital LLC)
 
Seeks maximum total return by investing at least 80% of its assets in (i) securities of U.S. and non-U.S. companies listed on a national securities exchange, or foreign equivalent, that have a significant portion of their assets invested in or exposed to private companies or have as its stated intention to have a significant portion of its assets invested in or exposed to private companies  (“Listed Private Equity Companies”), and (ii) derivatives or other instruments (such as exchange traded funds) that otherwise have the economic characteristics of Listed Private Equity Companies. 

JNL/T. Rowe Price Established Growth Fund
Jackson National Asset Management, LLC (and T. Rowe Price Associates, Inc.)
 
Seeks long-term growth of capital and increasing dividend income by investing primarily in a portfolio of common stocks, concentrating its investments in well-established growth companies. The sub-adviser seeks investments in companies that have the ability to pay increasing dividends through strong cash flow.  While the Fund invests principally in U.S. common stocks, other securities may also be purchased, including foreign stocks, futures and options.  The Fund may invest up to 30% of its total assets (excluding reserves) in foreign securities, including emerging markets. 

JNL/T. Rowe Price Mid-Cap Growth Fund
Jackson National Asset Management, LLC (and T. Rowe Price Associates, Inc.)
 
Seeks long-term growth of capital by investing at least 80% of its assets, under normal circumstances, in a broadly diversified portfolio of common stocks of medium-sized (mid-capitalization) companies whose earnings the sub-adviser expects to grow at a faster rate than the average company.

JNL/T. Rowe Price Short-Term Bond Fund
Jackson National Asset Management, LLC (and T. Rowe Price Associates, Inc.)
 
Seeks a high level of income consistent with minimal fluctuation in principal value and liquidity by investing in a diversified portfolio of short- and intermediate-term investment-grade corporate, government, and mortgage-backed securities.  The Fund may also invest in money market securities, bank obligations, collateralized mortgage obligations, and foreign securities. Normally, the Fund will invest at least 80% of its net assets in bonds.  The Fund’s average effective maturity will not exceed three years.  The Fund will only purchase securities that are rated within the four highest credit categories (e.g. AAA, AA, A, BBB, or equivalent) by at least one nationally recognized credit rating agency or, if unrated, deemed to be of comparable quality by the sub-adviser. 

JNL/T. Rowe Price Value Fund
Jackson National Asset Management, LLC (and T. Rowe Price Associates, Inc.)
 
Seeks long-term capital appreciation by investing, via a value approach investment selection process, at least 65% of total assets in common stocks believed to be undervalued.  Stock holdings are expected to consist primarily of large-company stocks , but may also include mid-cap and small-cap companies.  The Fund may invest up to 25% of its total assets (excluding reserves) in foreign securities.  Income is a secondary objective. 

JNL/UBS Large Cap Select Growth Fund   (formerly, JNL/Capital Guardian U.S. Growth Equity Fund)
 
Jackson National Asset Management, LLC (and UBS Global Asset Management (Americas) Inc.)
 
Seeks long-term capital appreciation by investing, under normal circumstances, at least 80% of its assets in equity securities of U.S. large capitalization companies.  The Fund defines large capitalization companies as those with a market capitalization of at least $2.5 billion at the time of investment. In addition, up to 20% of the Fund’s net assets may be invested in foreign equity securities.  

JNL/WMC Balanced Fund
 
Jackson National Asset Management, LLC (and Wellington Management Company, LLP)
 
Seeks reasonable income and long-term capital growth by investing primarily in a diversified portfolio of common stock and investment grade fixed-income securities.  The Fund may invest in any type or class of security. The anticipated mix of the Fund’s holdings is typically 60-70% of its assets in equities and 30-40% in fixed-income securities, including cash and cash equivalents.  The Fund may invest up to 15% of its assets in foreign equity and fixed income securities.  

JNL/WMC Money Market Fund
 
Jackson National Asset Management, LLC (and Wellington Management Company, LLP)
 
Seeks a high level of current income as is consistent with the preservation of capital and maintenance of liquidity by investing in high quality, U.S. dollar-denominated short-term money market instruments that mature in 397 days or less. The Fund primarily invests in money market instruments rated in one of the two highest short-term credit rating categories, including: (i) obligations issued or guaranteed as to principal and interest by the U.S. government, its agencies and instrumentalities or by state and local governments; (ii) time deposits, certificates of deposit and bankers acceptances, issued by banks and other lending institutions; (iii) commercial paper and other short-term obligations of U.S. and foreign issuers (including asset-backed securities); (iv) obligations issued or guaranteed by foreign governments or any of their political subdivisions, agencies or instrumentalities, including obligations of supranational entities; and (v) repurchase agreements on obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.  

JNL/WMC Value Fund
 
Jackson National Asset Management, LLC (and Wellington Management Company, LLP)
 
Seeks long-term growth of capital by investing under normal circumstances at least 65% of its total assets in common stocks of domestic companies .  Although the Fund may invest in companies with a broad range of market capitalizations, the Fund will tend to focus on companies with large market capitalizations (generally above $3 billion).   The Fund may invest up to 20% of its total assets in the securities of foreign issuers.  

JNL/S&P Competitive Advantage Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing approximately equal amounts in the common stock of 30 companies included in the S&P 500 that are, in the opinion of Standard & Poor's Investment Advisory Services LLC (“SPIAS”), profitable and predominantly higher-quality.   In selecting companies, SPIAS looks for the 30 companies ranked by return on invested capital and lowest market-to-book multiples.  

JNL/S&P Dividend Income & Growth Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC and Mellon Capital Management Corporation)
 
Seeks primarily capital appreciation with a secondary focus on current income by investing approximately equal amounts in the common stock of the 30 companies included in the S&P 500 that have the highest indicated annual dividend yields (“Dividend Yield”) within their sector.  The three stocks with the highest Dividend Yield, are selected from each of 10 economic sectors in the S&P 500. 

JNL/S&P Intrinsic Value Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing approximately equal amounts in the common stock of 30 companies included in the S&P 500, excluding financial companies, that are, in the opinion of Standard & Poor's Investment Advisory Services LLC, companies with positive free cash flows and low external financing needs. 

JNL/S&P Total Yield Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing approximately equal amounts in the common stock of the 30 companies included in the S&P 500 that have the highest S&P Total Yield (a broad measure of cash returned to shareholders and bondholders).  Standard & Poor's Investment Advisory Services LLC seeks companies that are significantly reducing their debt burden and/or increasing their equity distributions.   It is expected that the strategy will tend to select mid- and small-capitalization stocks of the S&P500.  

JNL/S&P 4 Fund
Jackson National Asset Management, LLC
 
Seeks capital appreciation by making initial allocations (25%) of its assets and cash flows to the following four Underlying Funds (Class A) on each Stock Selection Date:
 
Ø 25% in JNL/S&P Competitive Advantage Fund;
Ø 25% in JNL/S&P Dividend Income & Growth Fund;
Ø 25% in JNL/S&P Intrinsic Value Fund; and
Ø 25% in JNL/S&P Total Yield Fund. 

JNL/S&P Managed Conservative Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC)
 
 
Seeks capital growth and current income by investing in Class A Shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust, JNL Variable Fund LLC, and JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 10% to 30% of its assets to Underlying Funds that invest primarily in equity securities, 50% to 80% to Underlying Funds that invest primarily in fixed-income securities and 0% to 30% to Underlying Funds that invest primarily in money market securities.  The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL/S&P Managed Moderate Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC)
 
 
Seeks capital growth, with current income as a secondary objective, by investing in Class A Shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust, JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 30% to 50% of its assets to Underlying Funds that invest primarily in equity securities, 35% to 65% to Underlying Funds that invest primarily in fixed-income securities and 0-25% to Underlying Funds that invest primarily in money market securities.  The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL/S&P Managed Moderate Growth Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC)
 
 
Seeks capital growth and current income by investing in Class A Shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust, JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 50% to 70% of its assets to Underlying Funds that invest primarily in equity securities, 20% to 50% to Underlying Funds that invest primarily in fixed-income securities and 0% to 20% to Underlying Funds that invest primarily in money market securities.  The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL/S&P Managed Growth Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC)
 
 
Seeks capital growth, with current income as a secondary objective, by investing in Class A Shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust, JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 70% to 90% of its assets to Underlying Funds that invest primarily in equity securities, 5% to 30% to Underlying Funds that invest primarily in fixed-income securities and 0-15% to Underlying Funds that invest primarily in money market securities.  The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL/S&P Managed Aggressive Growth Fund
Jackson National Asset Management, LLC (and Standard & Poor's Investment Advisory Services LLC)
 
 
Seeks capital growth by investing in Class A Shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust, JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates up to 80% to 100% of its assets to Underlying Funds that invest primarily in equity securities, 0% to 20% to Underlying Funds that invest primarily in fixed-income securities and 0% to 20% to Underlying Funds that invest primarily in money market securities.  The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL Disciplined Moderate Fund
Jackson National Asset Management, LLC
 
 
Seeks capital growth, and secondarily, current income by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 50% to 70% of its assets to Underlying Funds that invest primarily in equity securities, 20% to 50% to Underlying Funds that invest primarily in fixed-income securities and 0% to 20% of its assets to Underlying Funds that invest primarily in money market securities. The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL Disciplined Moderate Growth Fund
Jackson National Asset Management, LLC
 
 
Seeks capital growth and current income by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust , the JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 70% to 90% of its assets to Underlying Funds that invest primarily in equity securities, 5% to 30% to Underlying Funds that invest primarily in fixed-income securities and 0% to 15% of its assets to Underlying Funds that invest primarily in money market securities. The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.  

JNL Disciplined Growth Fund
Jackson National Asset Management, LLC
 
 
Seeks capital growth by investing in Class A shares of a diversified group of other Funds (“Underlying Funds”), which are part of the JNL Series Trust , the JNL Variable Fund LLC, and the JNL Investors Series Trust.  Not all Funds of the JNL Series Trust, the JNL Variable Fund LLC, and the JNL Investors Series Trust are available as Underlying Funds.
 
Under normal circumstances, the Fund allocates approximately 80% to 100% of its assets to Underlying Funds that invest primarily in equity securities, 0% to 20% to Underlying Funds that invest primarily in fixed-income securities and 0% to 20% of its assets to Underlying Funds that invest primarily in money market securities. The Fund remains flexible with respect to the percentage it will allocate among particular Underlying Funds.

JNL Variable Fund LLC

JNL/Mellon Capital Management Nasdaq® 25 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return by investing in the common stocks of companies that are expected to have a potential for capital appreciation.  The Nasdaq 25 Strategy selects a portfolio of common stocks of 25 companies are selected from stocks included in the Nasdaq-100 Index®. 

JNL/Mellon Capital Management Value Line® 30 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing in 30 of the 100 common stocks that Value Line® gives a #1 ranking for TimelinessTM.  The 30 stocks are selected each year by the sub-adviser based on certain positive financial attributes.   The #1 Timeliness TM top ranking given to only 100 stocks reflects Value Line’s view of their probable price performance during the next six months relative to the other stocks ranked by Value Line ® .  

JNL/Mellon Capital Management DowSM Dividend Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks to provide the potential for an above-average total return by investing approximately equal amounts in the common stock of the 25 companies included in the Dow Jones Select Dividend IndexSM which have the best overall ranking on both the change in return on assets of the last year compared to the prior year and price-to-book on each Stock Selection Date.

JNL/Mellon Capital Management S&P® 24 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation by investing approximately equal amounts in the common stocks of companies that have the potential for capital appreciation, on each Stock Selection Date. 

JNL/Mellon Capital Management S&P® SMid 60 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing in the common stock of 30 companies included in the Standard & Poor's MidCap 400 Index and 30 companies in the Standard & Poor's SmallCap 600 Index.  The 60 companies are selected on each Stock Selection Date.  The Fund seeks to achieve its objective by identifying small and mid-capitalization companies with improving fundamental performance and sentiment.  The Sub-Adviser follows a process that attempts to select small and mid-cap companies that are likely to be in an earlier stage of their economic life cycle than mature large-cap companies. 

JNL/Mellon Capital Management NYSE® International 25 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing in foreign companies that trade on the New York Stock Exchange (“NYSE”).  The 25 companies are selected on each Stock Selection Date by ranking the stocks on the NYSE International IndexSM based on two factors: price to book and price to cash flow. The sub-adviser then selects an equally-weighted portfolio of the 25 stocks with the highest overall ranking on the two factors.   The sub-adviser may also purchase American Depositary Receipts or the foreign stock.  

JNL/Mellon Capital Management 25 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through a combination of capital appreciation and dividend income by investing the common stocks of 25 companies selected from a pre-screened subset of the stocks listed on the New York Stock Exchange (“NYSE”). The stocks are selected by selecting all of the dividend-paying stocks listed on the NYSE. Next, the 400 highest market capitalization stocks are selected which are then ranked by dividend yield and 75 of the highest dividend yielding stocks are selected. From the remaining 75 stocks, the 50 highest dividend yielding stocks are eliminated and the remaining 25 companies are selected only once annually on each Stock Selection Date. 

JNL/Mellon Capital Management Select Small-Cap Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation by investing , under normal circumstances, at least 80% of its assets  in a portfolio of common stocks of 100 small capitalization companies selected from a pre-screened subset of the common stocks listed on the New York Stock Exchange or The Nasdaq Stock Market, on each Stock Selection Date. 

JNL/Mellon Capital Management JNL 5 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing in the common stocks of companies that are identified by a model based on 5 different specialized strategies:
 
Ø  
20% in the DowSM 10 Strategy, a dividend yielding strategy;
Ø  
20% in the S&P® 10 Strategy, a blended valuation-momentum strategy;
Ø  
20% in the Global 15 Strategy, a dividend yielding strategy;
Ø  
20% in the 25 Strategy, a dividend yielding strategy and
Ø  
20% in the Select Small-Cap Strategy, a small capitalization strategy.

JNL/Mellon Capital Management JNL Optimized 5 Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks capital appreciation by investing in the common stocks of companies that are identified by a model based on five separate specialized strategies:
 
Ø  
25% in the Nasdaq® 25 Strategy;
Ø  
25% in the Value Line® 30 Strategy;
Ø  
24% in the European 20 Strategy;
Ø  
14% in the Global 15 Strategy; and
Ø  
12% in the 25 Strategy.

JNL/Mellon Capital Management VIP Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return by investing in the common stocks of companies that are identified by a model based on six separate specialized strategies. The Fund invests approximately 1/6 (approximately 17%) of its net assets in each of the following strategies:
 
Ø  
The DowSM Dividend Strategy;
Ø  
The European 20 Strategy;
Ø  
The Nasdaq® 25 Strategy;
Ø  
The S&P 24 Strategy;
Ø  
The Select Small-Cap Strategy; and
Ø  
The Value Line® 30 Strategy.

JNL/Mellon Capital Management Communications Sector Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing , under normal circumstances , at least 80% of its assets in the stocks in the Dow Jones U.S. Telecommunications Index in proportion to their market capitalization weighting in the Dow Jones U.S. Telecommunications Index. 

JNL/Mellon Capital Management Consumer Brands Sector Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing , under normal circumstances , at least 80% of its assets in the stocks in the Dow Jones U.S. Consumer Services Index in proportion to their market capitalization weighting in the Dow Jones U.S. Consumer Services Index. 

JNL/Mellon Capital Management Financial Sector Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing , under normal circumstances , at least 80% of its assets in the stocks in the Dow Jones U.S. Financial Index in proportion to their market capitalization weighting in the Dow Jones U.S. Financials Index. 

JNL/Mellon Capital Management Healthcare Sector Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing , under normal circumstances , at least 80% of its assets in the stocks in the Dow Jones U.S. Health Care Index in proportion to their market capitalization weighting in the Dow Jones U.S. Health Care Index. 

JNL/Mellon Capital Management Oil & Gas Sector Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing , under normal circumstances , at least 80% of its assets in the stocks in the Dow Jones U.S. Oil & Gas Index in proportion to their market capitalization weighting in the Dow Jones U.S. Oil & Gas Index. 

JNL/Mellon Capital Management Technology Sector Fund
Jackson National Asset Management, LLC (and Mellon Capital Management Corporation)
 
Seeks total return through capital appreciation and dividend income by investing , under normal circumstances , at least 80% of its assets in the stocks in the Dow Jones U.S. Technology Index in proportion to their market capitalization weighting in the Dow Jones U.S. Technology Index.

 
The investment objectives and policies of certain of the Funds are similar to the investment objectives and policies of other mutual funds that certain of the investment sub-advisers manage.  Although the objectives and policies may be similar, the investment results of the Funds may be higher or lower than the result of such mutual Funds.  We cannot guarantee and make no representation, that the investment results of similar Funds will be comparable even though the Funds have the same investment sub-advisers.  The Funds described are available only through variable annuity Contracts issued by Jackson.  They are NOT offered or made available to the general public directly.

A Fund's 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 a magnified performance impact on a Fund with a small asset base.  A Fund may not experience similar performance as its assets grow.

Depending on market conditions, you can make or lose money in any of the Investment Divisions that invest in the Fund.  You should read the prospectuses for the JNL Series Trust and the JNL Variable Fund LLC carefully before investing.  Additional Funds and Investment Divisions may be available in the future.  The prospectuses for the JNL Series Trust and the JNL Variable Fund LLC are attached to this prospectus.  However, these prospectuses may also be obtained at no charge by calling 1-800-873-5654 (Annuity and Life Service Center) or 1-800-777-7779 (for contracts purchased through a bank or financial institution), by writing P.O. Box 30314, Lansing, Michigan 48909-7814, or by visiting www.jackson.com.

Voting Rights. To the extent required by law, Jackson will obtain from you and other Owners of the Contracts, instructions as to how to vote when the Fund solicits proxies in conjunction with a vote of shareholders.  When Jackson receives instructions, we will vote all the shares Jackson owns in proportion to those instructions.  An effect of this proportional voting is that a relatively small number of Owners may determine the outcome of a vote.

Substitution. Jackson may be required, or determine in its sole discretion, to substitute a different mutual Fund for the one in which the Investment Division is currently invested.  This will be done with any required approval of the SEC.  Jackson will give you notice of such transactions.

CONTRACT CHARGES

There are charges associated with your Contract, the deduction of which will reduce the investment return of your Contract.  Charges are deducted proportionally from your Contract Value.  Some of these charges are for optional endorsements, as noted, so they are deducted from your Contract Value only if you elected to add that optional endorsement to your Contract.  These charges may be a lesser amount where required by state law or as described below, but will not be increased.  We expect to profit from certain charges assessed under the Contract.  These charges (and certain other expenses) are as follows:

Mortality and Expense Charge. Each day as part of our calculation of the value of the Accumulation Units and annuity units, Jackson makes a deduction for the Mortality and Expense Risk Charge.  On an annual basis, this charge equals 1.35% of the daily value of the Contracts invested in an Investment Division, after expenses have been deducted.  This charge does not apply to the guaranteed fixed account or the GMWB Fixed Account.

The Mortality and Expense Risk Charge compensates us for the risks we assume in connection with all the Contracts, not just your Contract.  The mortality risks that Jackson assumes arise from our obligations under the Contracts:

to make income payments for the life of the annuitant during the income phase;
 
to waive the withdrawal charge in the event of your death; and
 
to provide both a standard and enhanced death benefits prior to the Income Date.

The expense risk that Jackson assumes is the risk that our actual cost of administering the Contracts and the Investment Divisions will exceed the amount that we receive from the administration charge and the annual contract maintenance charge.

Administration Charge. Each day, as part of our calculation of the value of the accumulation units and annuity units, we make a deduction for administration charges.  On an annual basis, these charges equal 0.15% of the average daily net asset value of your allocations to the Investment Divisions.  This charge does not apply to the guaranteed fixed account or the GMWB Fixed Account.  This charge compensates us for our expenses incurred in administering the Contracts and the Separate Account.

Annual Contract Maintenance Charge. During the accumulation phase, Jackson deducts a $35 ($30 in Washington) annual contract maintenance charge on each anniversary of the date on which your Contract was issued.  If you make a complete withdrawal from your Contract, the annual contract maintenance charge will also be deducted.  This charge is for administrative expenses.  The annual contract maintenance charge will be assessed on the Contract Anniversary or upon full withdrawal and is taken from the Investment Divisions, the guaranteed fixed account options, and the GMWB Fixed Account based on the proportion their respective value bears to the Contract Value.

Jackson will not deduct this charge if, when the deduction is to be made, the value of your Contract is $50,000 or more.  Jackson may discontinue this practice at any time.

Transfer Fee. A transfer fee of $25 will apply to each transfer in excess of 15 in a Contract year.  Jackson may waive the transfer fee in connection with pre-authorized automatic transfer programs and Earnings Sweep or may charge a lesser fee where required by state law.

Commutation Fee. If you make a total withdrawal from your Contract after income payments have commenced under income option 4, or if after your death during the periods for which payments are guaranteed to be made under income option 3 your beneficiary elects to receive a lump sum payment, the amount received will be reduced by (a) minus (b) where:

(a) = the present value of the remaining income payments (as of the date of calculation) for the period for which payments are guaranteed to be made, discounted at the rate assumed in calculating the initial payment; and
 
(b) = the present value of the remaining income payments (as of the date of calculation) for the period for which payments are guaranteed to be made, discounted at a rate no more than 1% higher than the rate used in (a).

Withdrawal Charge.  During the accumulation phase (if and to the extent that Contract Value is sufficient to pay any remaining withdrawal charges that remain after a withdrawal), you can make withdrawals from your Contract without a withdrawal charge.

You will incur a withdrawal charge when you withdraw:

premiums which have been in your Contract for nine years or less.

You will not incur a withdrawal charge when you withdraw:

earnings (excess of your Contract Value allocated to the Investment Divisions, the guaranteed fixed account and the GMWB Fixed Account over your remaining premiums allocated to those accounts);
 
during each Contract Year 10% of the value of your Contract less any previous withdrawals during that Contract Year (required minimum distributions will be counted as part of this amount)(“Free Withdrawal”).

The withdrawal charge starts at 8.5% in the first year that a premium is in your Contract, declines to 8% in the second year, and declines 1% a year thereafter to 0% after 9 years.  The withdrawal charge compensates us for costs associated with selling the Contracts.

For purposes of the withdrawal charge, Jackson treats withdrawals as coming from earnings first, then from the oldest remaining premium.  If you make a full withdrawal, the withdrawal charge is based on premiums remaining in the Contract.  If you make a full withdrawal, you will not receive the benefit of the Free Withdrawal and the entire amount withdrawn will be subject to a withdrawal charge.  If you withdraw only part of the value of your Contract, we deduct the withdrawal charge from the remaining value in your Contract.

Note:  Withdrawals under a non-qualified Contract will be taxable on an “income first” basis.  This means that any withdrawal from a non-qualified Contract that does not exceed the accumulated income under the Contract will be taxable in full.  Any withdrawals under a tax-qualified Contract will be taxable except to the extent that they are allocable to an investment in the Contract (any after-tax contributions).  In most cases, there will be little or no investment in the Contract for a tax-qualified Contract because contributions will have been made on a pre-tax or tax-deductible basis.

Jackson does not assess the withdrawal charge on any payments paid out as (1) income payments after the first year, (2) death benefits, or (3) withdrawals necessary to satisfy the minimum distribution requirements of the Internal Revenue Code (but if the withdrawal requested exceeds the minimum distribution requirements; if the Contract was purchased with contributions from a nontaxable transfer, after the Owners' death, of an Individual Retirement Annuity (IRA); or is a Roth IRA annuity, then the entire withdrawal will be subject to the withdrawal charge).  Withdrawals for terminal illness or other specified conditions as defined by Jackson may not be subject to a withdrawal charge.  These provisions are not available in all states.

Jackson may waive the withdrawal charge on amounts you transfer from your Contract to another Contract issued by us to you.  The amounts that you transfer may be subject to new withdrawal charges or other fees under the other Contract.

Jackson may reduce or eliminate the amount of the withdrawal charge when the Contract is sold under circumstances which reduce its sales expense.  Some examples are: the purchase of a Contract by a large group of individuals or an existing relationship between Jackson and a prospective purchaser.  Jackson may not deduct a withdrawal charge under a Contract issued to an officer, director, agent or employee of Jackson or any of its affiliates.

7% Guaranteed Minimum Withdrawal Benefit (“SafeGuard 7 Plus”) Charge.  If you select the 7% GMWB, in most states you will pay 0.10% of the GWB each calendar quarter (0.40% annually).  But for Contracts purchased in Washington State, the charge is monthly, currently 0.035% of the GWB (0.42% annually), which we will waive at the end of a Contract Month to the extent that the charge exceeds the amount of your Contract Value allocated to the Investment Divisions.  For more information about the GWB, please see “7% Guaranteed Minimum Withdrawal Benefit” beginning on page 50 .

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  The charge is prorated, from the endorsement's effective date, to the end of the first quarter or first month after selection.  Similarly, the charge is prorated upon termination of the endorsement, including upon conversion (if conversion is permitted).

We reserve the right to prospectively change the charge: on new Contracts; if you select this benefit after your Contract is issued; or with a Step-Up – subject to a maximum charge of 0.75% annually in all states offering this benefit.  The actual deduction of the charge will be reflected in your quarterly statement.  We stop deducting the charge on the earlier date that you annuitize the Contract, or your Contract Value is zero.  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “7% Guaranteed Minimum Withdrawal Benefit” beginning on page 50 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up (“SafeGuard Max”) Charge. If you select the Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up, in most states you will pay 0.1125% of the GWB each Contract Quarter (0.45% annually).  In Washington State, you pay the charge, currently 0.0375% of the GWB (0.45% annually), each Contract Month.  In Washington State, we will waive the charge at the end of a Contract Month to the extent that the charge exceeds the amount of your Contract Value allocated to the Investment Divisions.  For more information about the GWB, please see “Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up” beginning on page 54 .

PLEASE NOTE:  EFFECTIVE MAY 1, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

We deduct the charge from your Contract Value on a pro rata basis over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge: on new Contracts; if you select this benefit after your Contract is issued; or upon election of a step-up – subject to a maximum charge of 0.80% annually in states where the charge is quarterly, 0.81% annually in states where the charge is monthly.

The actual deduction of the charge will be reflected in your quarterly statement.  We stop deducting this charge on the earlier date that you annuitize the Contract, or your Contract Value is zero.  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up” beginning on page 54 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 5”) Charge. If you select the 5% GMWB With Annual Step-Up, in most states you will pay 0.1625% of the GWB each quarter (0.65% annually).  But for contracts purchased in Washington State, the charge is monthly, currently 0.055% of the GWB (0.66% annually), which we will waive at the end of a Contract Month to the extent that the charge exceeds the amount of your Contract Value allocated to the Investment Divisions.  For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month. The actual deduction of the charge will be reflected in your quarterly statement.  For more information about the GWB, please see “5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 59 .

PLEASE NOTE:  EFFECTIVE MAY 1, 2011, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

The charge may be reduced if you do not take any withdrawals before the fifth Contract Anniversary, or before the tenth Contract Anniversary, after the endorsement's effective date.  If the charge in your state is quarterly, and if you have not taken any withdrawals before the fifth Contract Anniversary, then you will pay 0.1125% of the GWB each quarter (0.45% annually).  After the tenth Contract Anniversary if no withdrawals have been taken, you will pay 0.05% of the GWB each quarter (0.20% annually).  If the charge in your state is monthly, and if you have not taken any withdrawals before the fifth Contract Anniversary, then you will pay 0.0375% of the GWB each Contract Month (0.45% annually).  After the tenth Contract Anniversary if no withdrawals have been taken, you will pay 0.0175% of the GWB each Contract Month (0.21% annually).

We reserve the right to prospectively change the charge: on new Contracts; if you select this benefit after your Contract is issued; or with a step-up that you request (not on step-ups that are automatic) – subject to a maximum charge of 1.45% annually in states where the charge is quarterly, 1.47% annually in states where the charge is monthly.  We stop deducting this charge on the earlier date that you annuitize the Contract, or your Contract Value is zero.  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “5% Guaranteed Minimum Withdrawal Benefit with Annual Step-Up” beginning on page 59 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

6% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 6”) Charge. If you select the 6% GMWB With Annual Step-Up, in most states you will pay 0.2125% of the GWB each quarter (0.85% annually).  But for contracts purchased in Washington State, the charge is monthly, currently 0.0725% of the GWB (0.87% annually), which we will waive at the end of a Contract Month to the extent that the charge exceeds the amount of your Contract Value allocated to the Investment Divisions.  For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month. The actual deduction of the charge will be reflected in your quarterly statement.  For more information about the GWB, please see “6% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 63 .

PLEASE NOTE:  EFFECTIVE MAY 1, 2011, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine accumulation unit value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

The charge may be reduced if you do not take any withdrawals before the fifth Contract Anniversary, or before the tenth Contract Anniversary, after the endorsement's effective date.  If the charge in your state is quarterly, and if you have not taken any withdrawals before the fifth Contract Anniversary, then you will pay 0.15% of the GWB each quarter (0.60% annually).  After the tenth Contract Anniversary if no withdrawals have been taken, you will pay 0.075% of the GWB each quarter (0.30% annually).  If the charge in your state is monthly, and if you have not taken any withdrawals before the fifth Contract Anniversary, then you will pay 0.05% of the GWB each Contract Month (0.60% annually).  After the tenth Contract Anniversary if no withdrawals have been taken, you will pay 0.025% of the GWB each Contract Month (0.30% annually).

We reserve the right to prospectively change the charge: on new Contracts; if you select this benefit after your Contract is issued; or with a step-up that you request (not on step-ups that are automatic) – subject to a maximum charge of 1.60% annually in states where the charge is quarterly, 1.62% annually in states where the charge is monthly.  We stop deducting this charge on the earlier date that you annuitize the Contract, or your Contract Value is zero.  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “6% Guaranteed Minimum Withdrawal Benefit with Annual Step-Up” beginning on page 63 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

5% Guaranteed Minimum Withdrawal Benefit Without Step-Up (“MarketGuard 5”) Charge. If you select the 5% GMWB without Step-Up, in most states you will pay 0.05% of the GWB each calendar quarter (0.20% annually).  But for contracts purchased in Washington State, the charge is monthly, currently 0.0175% of the GWB (0.21% annually), which we will waive at the end of a Contract Month to the extent that the charge exceeds the amount of your Contract Value allocated to the Investment Divisions.  The actual deduction of the charge will be reflected in your quarterly statement.  For more information about the GWB, please see “5% Guaranteed Minimum Withdrawal Benefit Without Step-Up” beginning on page 66 .

PLEASE NOTE:  EFFECTIVE OCTOBER 6, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine accumulation unit value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  The charge is prorated, from the endorsement's effective date, to the end of the first quarter or first month after selection.  Similarly, the charge is prorated upon termination of the endorsement, including upon conversion (if conversion is permitted).

The charge may be reduced if you do not take any withdrawals before the fifth Contract Anniversary, or before the tenth Contract Anniversary, after the endorsement's effective date.  If the charge in your state is quarterly, and if you have not taken any withdrawals before the fifth Contract Anniversary, then you will pay 0.0375% of the GWB each calendar quarter (0.15% annually).  After the tenth Contract Anniversary if no withdrawals have been taken, you will pay 0.025% of the GWB each calendar quarter (0.10% annually).  If the charge in your state is monthly, and if you have not taken any withdrawals before the fifth Contract Anniversary, then you will pay 0.0125% of the GWB each Contract Month (0.15% annually).  After the tenth Contract Anniversary if no withdrawals have been taken, you will pay 0.01% of the GWB each Contract Month (0.12% annually).

We reserve the right to prospectively change the charge on new Contracts, or before you select this benefit if after your Contract is issued, subject to a maximum charge of 0.50% annually in states where the charge is quarterly, 0.51% annually in states where the charge is monthly.  We stop deducting this charge on the earlier date that you annuitize the Contract, or your Contract Value is zero.  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  Upon election of the GMWB, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “5% Guaranteed Minimum Withdrawal Benefit Without Step-Up” beginning on page 66 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Advantage”) Charge. The charge for this GMWB is expressed as an annual percentage of the GWB and depends on the Owner's age when the endorsement is added to the Contract.  The charge varies by age group (see table below).  For more information about the GWB, please see “5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 69 .  With joint Owners, the charge is based on the older Owner's age.  For the Owner that is a legal entity, the charge is based on the annuitant's age.  (With joint annuitants, the charge is based on the older annuitant's age.)

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
Ages 45 – 49
1.00% ÷ 4
1.02% ÷ 12
0.55% ÷ 4
0.57% ÷ 12
 50 – 54
1.15% ÷ 4
1.17% ÷ 12
0.70% ÷ 4
0.72% ÷ 12
 55 – 59
1.50% ÷ 4
1.50% ÷ 12
0.95% ÷ 4
0.96% ÷ 12
 60 – 64
1.50% ÷ 4
1.50% ÷ 12
0.95% ÷ 4
0.96% ÷ 12
 65 – 69
1.50% ÷ 4
1.50% ÷ 12
0.95% ÷ 4
0.96% ÷ 12
 70 – 74
0.90% ÷ 4
0.90% ÷ 12
0.55% ÷ 4
0.57% ÷ 12
 75 – 80
0.65% ÷ 4
0.66% ÷ 12
0.40% ÷ 4
0.42% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each quarter.  For Contracts purchased in Washington State, the charge is monthly, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.  For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month.  We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  Monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine accumulation unit value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.
We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when you elect a step-up (not on step-ups that are automatic), again subject to the applicable maximum annual charge.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 69 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation. For more information about how the endorsement works, please see “5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 69 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent”) Charge. The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 77 .

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
Ages 45 – 85
1.50% ÷ 4
1.50% ÷ 12
0.95% ÷ 4
0.96% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each quarter.  For Contracts purchased in Washington State, the charge is monthly, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.  For Contracts purchased in Washington State, the charge is monthly, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.  For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine accumulation unit value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when you elect a step-up (not on step-ups that are automatic), again subject to the applicable maximum annual charge.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 77 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 77 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent With Joint Option”) Charge. The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 84 .

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
Ages 45 – 85
1.70% ÷ 4
1.71% ÷ 12
1.15% ÷ 4
1.17% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each quarter.  For Contracts purchased in Washington State, the charge is monthly, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.  For Contracts to which this endorsement was added before December 3, 2007, you pay the applicable percentage of the GWB each calendar quarter.  For Contracts to which this endorsement was added on or after December 3, 2007, you pay the applicable percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the applicable percentage of the GWB each Contract Month. We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling accumulation units rather than as part of the calculation to determine accumulation unit value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when you elect a step-up (not on step-ups that are automatic), again subject to the applicable maximum annual charge.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 84 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up” beginning on page 84 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom GMWB”) Charge. The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 91 .

PLEASE NOTE:  EFFECTIVE SEPTEMBER 28, 2009, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
Ages 45 – 80
1.50% ÷ 4
1.50% ÷ 12
0.95% ÷ 4
0.96% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the charge each Contract Month, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement is added to the Contract before January 12, 2009), again subject to the maximum annual charge.  If the GMWB charge is to increase, a notice will be sent to you 45 days prior to the Contract Anniversary.  You may then elect to discontinue the automatic step-up provision and the GMWB charge will not increase but remain at its then current level.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 91 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 91 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

Note: The above section describes the charge for the LifeGuard Freedom GMWB only.  If you purchase the LifeGuard Freedom DB, additional charges apply for that benefit.  Please see “LifeGuard Freedom DB” under “Death Benefit Charges”, beginning on page 42 for details.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom GMWB With Joint Option”) Charge. The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 101 .

PLEASE NOTE:  EFFECTIVE SEPTEMBER 28, 2009, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
Ages 45 – 80
1.85% ÷ 4
1.86% ÷ 12
1.25% ÷ 4
1.26% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the charge each Contract Month, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement is added to the Contract before January 12, 2009), again subject to the maximum annual charge.  If the GMWB charge is to increase, a notice will be sent to you 45 days prior to the Contract Anniversary.  You may then elect to discontinue the automatic step-up provision and the GMWB charge will not increase but remain at its then current level.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 101 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 101 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom 6 GMWB”) Charge.  The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 112 .

PLEASE NOTE:  EFFECTIVE OCTOBER 11, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

AAnnual Charge
Maximum
Current
AAges 45 – 80
1.50% ÷ 4
1.50% ÷ 12
0.95% ÷ 4
0.96% ÷ 12
CCharge Basis
GWB
arCharge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the charge each Contract Month, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when there is a step-up on or after the fifth Contract Anniversary, again subject to the maximum annual charge.  If the GMWB charge is to increase, a notice will be sent to you 45 days prior to the Contract Anniversary.  You may then elect to discontinue the automatic step-up provision and the GMWB charge will not increase but remain at its then current level.  Please be aware that election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  Also know that you may subsequently elect to reinstate the Step-Up provision together with the GWB bonus provision at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The actual deduction of the charge will be reflected in your quarterly statement. You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 118 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation. For more information about how the endorsement works, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 112 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

Note: The above section describes the charge for the LifeGuard Freedom 6 GMWB only.  If you purchase the LifeGuard Freedom 6 DB, additional charges apply for that benefit.  Please see “LifeGuard Freedom 6 DB” under “Contract Charges”, in the part entitled “Death Benefit Charges”, beginning on page 42 .

Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Freedom 6 GMWB With Joint Option”) Charge.  The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 121 .

PLEASE NOTE:  EFFECTIVE OCTOBER 11, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.
 
AAnnual Charge
Maximum
Current
AAges45 – 80
1.85% ÷ 4
1.86% ÷ 12
1.25% ÷ 4
1.26% ÷ 12
CCharge Basis
GWB
C Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the charge each Contract Month, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.

We deduct the charge from your Contract Value.  Quarterly charges are pro rata deducted over each applicable Investment Division and the guaranteed fixed account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when there is a step-up on or after the fifth Contract Anniversary, again subject to the maximum annual charge.  If the GMWB charge is to increase, a notice will be sent to you 45 days prior to the Contract Anniversary.  You may then elect to discontinue the automatic step-up provision and the GMWB charge will not increase but remain at its then current level.  Please be aware that election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  Also know that you may subsequently elect to reinstate the Step-Up provision together with the GWB bonus provision at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The actual deduction of the charge will be reflected in your quarterly statement. You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 128 .  Please check with your representative to learn about the current level of the charge, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and a Step-Up, the applicable GMWB charge will be reflected in your confirmation. For more information about how the endorsement works, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 121 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select”) Charge.  The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select’)” beginning on page 130 .

PLEASE NOTE:  EFFECTIVE MAY 1, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
For  endorsements purchased on or after September 28, 2009
1.50% ÷ 4
1.50% ÷ 12
0.85% ÷ 4
0.87% ÷ 12
For  endorsements purchased before September 28, 2009
1.20% ÷ 4
1.20% ÷ 12
0.65% ÷ 4
0.66% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the charge each Contract Month, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.  We deduct the charge from your Contract Value.  The deduction of the charge could cause an automatic transfer under this GMWB's Transfer of Assets provision.  For more information, please see “Transfer of Assets” under “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up” beginning on page 130 .

Quarterly charges are pro rata deducted over each applicable Investment Division, the guaranteed fixed account and the GMWB Fixed Account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement was added to the Contract before September 28, 2009), again subject to the applicable maximum annual charge.  If the GMWB charge is to increase, a notice will be sent to you 45 days prior to the Contract Anniversary.  You may then elect to discontinue the automatic step-up provision and the GMWB charge will not increase but remain at its then current level.  Please be aware that, if this endorsement is added to the Contract on or after September 28, 2009, election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.   While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  Also know that you may subsequently elect to reinstate the Step-Up provision (together with the GWB bonus provision, if this endorsement is added to the Contract on or after September 28, 2009) at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up” beginning on page 130 .  Please check with your representative to learn about the current level of the charge and the current interest rate for the GMWB Fixed Account, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and upon automatic Step-Up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement was added to the Contract before September 28, 2009), the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up” beginning on page 130 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select With Joint Option”) Charge.  The charge for this GMWB begins when the endorsement is added to the Contract and is expressed as an annual percentage of the GWB (see table below).  For more information about the GWB, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select With Joint Option”)” beginning on page 142 .

PLEASE NOTE:  EFFECTIVE MAY 1, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

Annual Charge
Maximum
Current
For endorsements purchased on or after September 28, 2009
1.85% ÷ 4
1.86% ÷ 12
1.05% ÷ 4
1.05% ÷ 12
For endorsements purchased before September 28, 2009
1.50% ÷ 4
1.50% ÷ 12
0.80% ÷ 4
0.81% ÷ 12
Charge Basis
GWB
Charge Frequency
Quarterly
Monthly
Quarterly
Monthly

You pay the applicable annual percentage of the GWB each Contract Quarter.  For Contracts purchased in Washington State, you pay the charge each Contract Month, which charge is waived at the end of a Contract Month to the extent it exceeds the amount of your Contract Value allocated to the Investment Divisions.  We deduct the charge from your Contract Value.  The deduction of the charge could cause an automatic transfer under this GMWB's Transfer of Assets provision.  For more information, please see “Transfer of Assets” under “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up” beginning on page 142 .

Quarterly charges are pro rata deducted over each applicable Investment Division, the guaranteed fixed account and the GMWB Fixed Account.  In Washington State, the monthly charges are also pro rata, but deducted over the applicable Investment Divisions only.  With the Investment Divisions, we deduct the charge by canceling Accumulation Units rather than as part of the calculation to determine Accumulation Unit Value.  While the charge is deducted from Contract Value, it is based on the applicable percentage of the GWB.  Upon termination of the endorsement, including upon conversion (if conversion is permitted), the charge is prorated for the period since the last quarterly or monthly charge.

We reserve the right to prospectively change the charge on new Contracts, or if you select this benefit after your Contract is issued, subject to the applicable maximum annual charge.  We may also change the charge when there is a step-up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement was added to the Contract before September 28, 2009), again subject to the applicable maximum annual charge.  If the GMWB charge is to increase, a notice will be sent to you 45 days prior to the Contract Anniversary.  You may then elect to discontinue the automatic step-up provision and the GMWB charge will not increase but remain at its then current level.  Please be aware that, if this endorsement is added to the Contract on or after September 28, 2009, election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  Also know that you may subsequently elect to reinstate the Step-Up provision (together with the GWB bonus provision, if this endorsement is added to the Contract on or after September 28, 2009) at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The actual deduction of the charge will be reflected in your quarterly statement.  You will continue to pay the charge for the endorsement through the earlier date that you annuitize the Contract or your Contract Value is zero.  Also, we will stop deducting the charge under the other circumstances that would cause the endorsement to terminate.  For more information, please see “Termination” under “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up” beginning on page 142 .  Please check with your representative to learn about the current level of the charge and the current interest rate for the GMWB Fixed Account, or contact us at the Annuity Service Center for more information.  Our contact information is on the first page of the prospectus.  In addition, please consult the representative to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of the GMWB and upon automatic Step-Up on or after the fifth Contract Anniversary (eleventh Contract Anniversary if this endorsement was added to the Contract before September 28, 2009), the applicable GMWB charge will be reflected in your confirmation.  For more information about how the endorsement works, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up” beginning on page 142 .  Also see “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 50 for additional important information to consider when purchasing a Guaranteed Minimum Withdrawal Benefit.

Death Benefit Charges. There is no additional charge for the Contract's standard death benefit.  However, for an additional charge, you may select an available optional death benefit in place of the standard death benefit.  Please ask your agent whether there are variations on these benefits in your state or contact our Annuity Service Center. Our contact information is on the cover page of this prospectus.

If you elect the optional Enhanced Death Benefit when you purchase your Contract, Jackson will deduct an optional enhanced death benefit charge from your Contract.  This charge, on an annual basis, equals 0.15% of the daily value of your Contract invested in the Investment Divisions.  This charge is for the mortality risks that we assume in connection with the optional Enhanced Death Benefit.

If you select the LifeGuard Freedom DB optional death benefit, which is only available in conjunction with the purchase of the LifeGuard Freedom GMWB, you will pay two separate charges for the combined benefit.  For LifeGuard Freedom DB, you will pay 0.15% of the GMWB Death Benefit each Contract Quarter (0.60% annually).  The charge for LifeGuard Freedom DB, which is based on a percentage of the GMWB Death Benefit, is separate from and in addition to the charge for the LifeGuard Freedom GMWB, which is based on a percentage of the Guaranteed Withdrawal Balance (GWB) and paid each Contract Quarter at the rate of 0.95% annually.  For more information about the GMWB Death Benefit, please see “LifeGuard Freedom DB” under “Optional Death Benefits”, beginning on page 158 .  For more information about the charges for LifeGuard Freedom GMWB, please see page 37 , and for benefit information, including the GWB, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 91 .

We deduct the charge from your Contract Value.  The charge is pro rata deducted over each applicable Investment Division and the Fixed Account.  The charge is deducted from the Investment Divisions by the redemption of Accumulation Units attributable to your Contract rather than as an asset based charge applied to the assets of all Contract Owners who elected the optional death benefit.  The charge is deducted from the Fixed Account by a dollar reduction in the Fixed Account Contract Value.  While the charge is deducted from Contract Value, it is calculated based on the applicable percentage of the GMWB Death Benefit.  Upon termination of the endorsement, the charge is prorated for the period since the last quarterly charge.  PLEASE NOTE:  EFFECTIVE SEPTEMBER 28, 2009, THE LIFEGUARD FREEDOM DB ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

If you select the LifeGuard Freedom 6 DB optional death benefit, which is only available in conjunction with the purchase of the LifeGuard Freedom 6 GMWB, you will pay two separate charges for the combined benefit.  For LifeGuard Freedom 6 DB, you will pay 0.15% of the GMWB Death Benefit each Contract Quarter (0.60% annually).  The charge for LifeGuard Freedom 6 DB, which is based on a percentage of the GMWB Death Benefit, is separate from and in addition to the charge for the LifeGuard Freedom 6 GMWB, which is based on a percentage of the Guaranteed Withdrawal Balance (GWB) and paid each Contract Quarter at the rate of 0.95% annually.  For more information about the GMWB Death Benefit, please see “LifeGuard Freedom 6 DB” under “Optional Death Benefits”, beginning on page 160 .  For more information about the charges for LifeGuard Freedom 6 GMWB, please see page 38 , and for benefit information, including the GWB, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up” beginning on page 112 .  PLEASE NOTE:  EFFECTIVE OCTOBER 11, 2010, THE LIFEGUARD FREEDOM 6 DB ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

We deduct the charge from your Contract Value.  The charge is pro rata deducted over each applicable Investment Division and the Fixed Account.  The charge is deducted from the Investment Divisions by the redemption of Accumulation Units attributable to your Contract rather than as an asset based charge applied to the assets of all Contract Owners who elected the optional death benefit.  The charge is deducted from the Fixed Account by a dollar reduction in the Fixed Account Contract Value.  While the charge is deducted from Contract Value, it is calculated based on the applicable percentage of the GMWB Death Benefit.  Upon termination of the endorsement, the charge is prorated for the period since the last quarterly charge.

Other Expenses. Jackson pays the operating expenses of the Separate Account, including those not covered by the mortality and expense and administrative charges.  There are deductions from and expenses paid out of the assets of the Funds.  These expenses are described in the attached prospectuses for the JNL Series Trust and the JNL Variable Fund LLC.  For more information, please see the “Fund Operating Expenses” table beginning on page 10.

Premium Taxes. Some states and other governmental entities charge premium taxes or other similar taxes.  Jackson is responsible for the payment of these taxes and may make a deduction from the value of the Contract for them.  Premium taxes generally range from 0% to 3.5% (the amount of state premium tax, if any, will vary from state to state).

Income Taxes. Jackson reserves the right, when calculating unit values, to deduct a credit or charge with respect to any taxes paid by or reserved for Jackson during the valuation period which are determined by Jackson to be attributable to the operation of the Separate Account, or to a particular Investment Division.  No federal income taxes are applicable under present law, and we are not making any such deduction.

DISTRIBUTION OF CONTRACTS

Jackson National Life Distributors LLC (“JNLD” or “Distributor” ), located at 7601 Technology Way, Denver, Colorado 80237, serves as the distributor of the Contracts.  JNLD is a wholly owned subsidiary of Jackson National Life Insurance Company.   JNLD is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority (“FINRA”).  JNLD is not a member of the Securities Investor Protection Corporation (“SIPC”).

Commissions are paid to broker-dealers who sell the Contracts.  While commissions may vary, they are not expected to exceed 8% of any premium payment.  Where lower commissions are paid up front, we may also pay trail commissions.  We may also pay commissions on the Income Date if the annuity option selected involves a life contingency or a payout over a period of ten or more years.

Under certain circumstances, JNLD out of its own resources may pay bonuses, overrides, and marketing allowances, in addition to the standard commissions.  These payments and/or reimbursements to broker-dealers are in recognition of their marketing and distribution and/or administrative services support.  They may not be offered to all broker-dealers, and the terms of any particular agreement may vary widely among broker-dealers depending on, among other things, the level and type of marketing and distribution support provided assets under management, and the volume and size of the sales of our insurance products.  They may provide us greater access to the registered representatives of the broker-dealers receiving such compensation or may otherwise influence the broker-dealer and/or registered representative to present the Contracts more favorably than other investment alternatives.  Such compensation is subject to applicable state insurance law and regulation and the NASD rules of conduct.  While such compensation may be significant, it will not cause any additional direct charge by us to you.

The two primary forms of such compensation paid by the Company are overrides and marketing support payments.  Overrides are payments that are designed as consideration for product placement and sales volume.  Overrides are generally based on a fixed percentage of product sales and generally range from 10 to 50 basis points.  (0.10% to 0.50%).  Marketing support payments may be in the form of cash and/or non-cash compensation and allow us to, among other things, participate in sales conferences , sponsorships and educational seminars.  Examples of such payments include, but are not limited to, reimbursements for representative training or “due diligence” meetings (including travel and lodging expenses), client events, speaker fees and business development and educational enhancement items, including payments to third party vendors for such items.  Payments or reimbursements for meetings and seminars are generally based on the anticipated level of participation and/or accessibility and the size of the audience.  Subject to NASD rules of conduct, we may also provide cash and/or non-cash compensation to registered representatives in the form of gifts, promotional items and occasional meals and entertainment.   Individual registered representatives may receive differing levels of sales and service support.

Below is an alphabetical listing of the 20 broker-dealers that received the largest amounts of marketing and distribution and/or administrative support in 2011 from the Distributor in relation to the sale of our variable insurance products:

Commonwealth Financial Network
ING Financial Partners Inc
INVEST Financial Corporation
Investment Centers of America
Lincoln Financial Advisors
LPL Financial Corporation
Merrill Lynch
MML Investors Services Inc
Morgan Keegan
National Planning Corporation
NEXT Financial Group, Inc.
Raymond James
RBC Capital Markets Corp
Securities America
Signator Investors, Inc
SII Investments
Stifel Nicolaus & Company
UBS Financial Services Inc
Wells Fargo Advisors
Woodbury Financial Services Inc

Please see Appendix B for a complete list of broker-dealers that received amounts of marketing and distribution and/or administrative support in 2011 from the Distributor in relation to the sale of our variable insurance products.  While we endeavor to update this list on an annual basis, please note that interim changes or new arrangements may not be listed.

We may, under certain circumstances where permitted by applicable law, pay a bonus to a Contract purchaser to the extent the broker-dealer waives its commission. You can learn about the amount of any available bonus by calling the toll-free number on the cover page of this prospectus. Contract purchasers should inquire of the representative if such bonus is available to them and its compliance with applicable law.  If you elect the optional Three Year Withdrawal Charge Period endorsement, if available, a lower commission may be paid to the registered representative who sells you your Contract than if you elect to purchase the product without that endorsement.  We may use any of our corporate assets to cover the cost of distribution, including any profit from the Contract's mortality and expense risk charge and other charges.  Besides Jackson National Life Distributors, Inc., we are affiliated with the following broker-dealers:

National Planning Corporation,
SII Investments, Inc.,
IFC Holdings, Inc. d/b/a Invest Financial Corporation,
Investment Centers of America, Inc., and
Curian Clearing LLC

The Distributor also has the following relationships with the sub-advisers and their affiliates.  The Distributor receives payments from certain sub-advisers to assist in defraying the costs of certain promotional and marketing meetings in which they participate.  The amounts paid depend on the nature of the meetings, the number of meetings attended, the costs expected to be incurred and the level of the sub-adviser's participation.  Our affiliated broker-dealers may also sell the retail mutual funds of certain sub-advisers.  In addition, the Distributor acts as distributor of variable annuity contracts and variable life insurance policies (the “Other Contracts”) issued by Jackson and its subsidiary, Jackson National Life Insurance Company of New York.  Raymond James Financial Services, a brokerage affiliate of the sub-adviser to the JNL/Eagle Funds, participates in the sale of Contracts and is compensated by JNLD for its activities at the standard rates of compensation.  Unaffiliated broker-dealers are also compensated at the standard rates of compensation.  The compensation consists of commissions, trail commissions and other compensation or promotional incentives as described above and in the prospectus or statement of additional information for the Other Contracts.

All of the compensation described here, and other compensation or benefits provided by Jackson or our affiliates, may be greater or less than the total compensation on similar or other products.  The amount and/or structure of the compensation can possibly create a potential conflict of interest as it may influence your registered representative, broker-dealer or selling institution to present this Contract over other investment alternatives.  The variations in compensation, however, may also reflect differences in sales effort or ongoing customer services expected of the registered representative or the broker-dealer.  You may ask your registered representative about any variations and how he or she and his or her broker-dealer are compensated for selling the Contract.

PURCHASES

Effective September 28, 2009, this Perspective Advantage Fixed and Variable Annuity is no longer available for purchase.

Minimum Initial Premium:

$5,000 under most circumstances
$2,000 for a qualified plan Contract
The maximum we accept without our prior approval is $1 million

Minimum Additional Premiums:

$500
 
$50 under the automatic payment plan
 
You can pay additional premiums at any time during the accumulation phase

Allocations of Premium. When you purchase a Contract, Jackson will allocate your premium to one or more of the Allocation Options you have selected.  Your allocations must be in whole percentages ranging from 0% to 100%.  The minimum that you may allocate to a guaranteed fixed account or Investment Division is $100.  Jackson will allocate additional premiums in the same way unless you tell us otherwise.

There may be more than 18 variable options available under the Contract; however, you may not allocate your money to more than 18 variable options plus the guaranteed fixed account and the GMWB Fixed Account during the life of your Contract.  Additionally, you may not choose to allocate your premiums to the GMWB Fixed Account; however, Contract Value may be automatically allocated to the GMWB Fixed Account according to non-discretionary formulas if you have purchased the optional LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB.  For more detailed information regarding LifeGuard Select, please see “For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Endorsement” beginning on page 130 .)  For more detailed information regarding LifeGuard Select with Joint Option, please see “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Endorsement” beginning on page 142 .

Jackson will issue your Contract and allocate your first premium within two business days after we receive your first premium and all information that we require for the purchase of a Contract.  If we do not receive all of the information that we require, we will contact you to get the necessary information.  If for some reason Jackson is unable to complete this process within five business days, we will return your money.

Each business day ends when the New York Stock Exchange closes (usually 4:00 p.m. Eastern time).

Capital Protection Program. Jackson offers a Capital Protection Program that a Contract Owner may request at issue.  Under this program, Jackson will allocate enough of your premium to the guaranteed fixed account you select to assure that the amount so allocated, based on that guaranteed fixed account's interest rate in effect on the date of allocation, will equal, at the end of a selected period of 1 or 5 years, your total premium paid.  The rest of the premium will be allocated to the Investment Divisions based on your allocation.  If any part of the guaranteed fixed account value is surrendered or transferred before the end of the selected guarantee period, the value at the end of that period will not equal the original premium.

For an example of capital protection, assume you made a premium payment of $10,000 when the interest rate for the five-year guaranteed period was 4.50% per year.  We would allocate $8,025 to that guarantee period because $8,025 would increase at that interest rate to $10,000 after five years, assuming no withdrawals are taken.  The remaining $1,975 of the payment would be allocated to the Investment Division(s) you selected.

Thus, as this example demonstrates, the shorter guarantee periods require allocation of substantially all premium to achieve the intended result.  In each case, the results will depend on the interest rate declared for the guarantee period.

The Capital Protection Program will not be available if you purchase the LifeGuard Select Guaranteed Minimum Withdrawal Benefit or the LifeGuard Select with Joint Option Guaranteed Minimum Withdrawal Benefit.

Accumulation Units. The Contract Value allocated to the Investment Divisions will go up or down depending on the performance of the divisions.  In order to keep track of the value of your Contract, Jackson uses a unit of measure called an accumulation unit.  During the income phase it is called an annuity unit.

Every business day Jackson determines the value of an accumulation unit for each of the Investment Divisions.  This is done by:

1.
determining the total amount of assets held in the particular Investment Division;
 
2.
subtracting any asset-based charges, optional enhanced death benefit charge, and any other charges such as taxes;
 
3.
dividing this amount by the number of outstanding accumulation units.

Charges deducted through the cancellation of units are not reflected in this computation.

The value of an accumulation unit may go up or down from day to day.  The base Contract has a different accumulation unit value than each combination of optional endorsements an Owner may elect, based on the differing amount of charges applied in calculating that accumulation unit value.

When you make an allocation to an Investment Division, Jackson credits your Contract with accumulation units.  The number of accumulation units credited is determined at the close of Jackson's business day by dividing the amount of the premium and/or Contract Enhancement allocated to any Investment Division by the value of the accumulation unit for that Investment Division that reflects the combination of optional endorsements you have elected and their respective charges.

CONTRACT ENHANCEMENTS

Each time you make a premium payment, Jackson will add an additional amount to your Contract.  This Contract Enhancement will equal 4% of your premium payment.  Jackson will allocate the Contract Enhancement to the guaranteed fixed account and/or Investment Divisions in the same proportion as the premium payment.

You will not receive any Contract Enhancement applied to your Contract within the prior twelve months when:

you return your Contract within the free look period;
 
Jackson pays a death benefit under your Contract;
 
you make a partial or full withdrawal or receive a distribution; or
 
Jackson pays a benefit under a rider or an endorsement.

Your Contract Value will reflect any gains or losses attributable to a Contract Enhancement described above.

Contract Enhancements, and any gains or losses attributable to a Contract Enhancement, distributed under your Contract will be considered earnings under the Contract for tax purposes.

TRANSFERS AND FREQUENT TRANSFER RESTRICTIONS

You may transfer your Contract Value between and among the Investment Divisions at any time, unless transfers are subject to other limitations, but transfers between the guaranteed fixed account options and an Investment Division must occur prior to the Income Date.  Transfers from the guaranteed fixed account options will be subject to any applicable excess interest adjustment.  There may be periods when we do not offer the guaranteed fixed account options, or when we impose special transfer requirements on the guaranteed fixed account options.  If a renewal occurs within one year of the Income Date, we will continue to credit interest up to the Income Date at the then Current Interest Rate for the guaranteed fixed account options.  You can make 15 transfers every Contract Year during the accumulation phase without charge.

A transfer will be effective as of the end of the business day when we receive your transfer request in Good Order, and we will disclaim all liability for transfers made based on your transfer instructions, or the instructions of a third party authorized to submit transfer requests on your behalf.

Restrictions on Transfers: Market Timing. The Contract is not designed for frequent transfers by anyone.  Frequent transfers between and among Investment Divisions may disrupt the underlying Funds and could negatively impact performance, by interfering with efficient management and reducing long-term returns, and increasing administrative costs.  Frequent transfers may also dilute the value of shares of an underlying Fund.  Neither the Contracts nor the underlying Funds are meant to promote any active trading strategy, like market timing.  Allowing frequent transfers by one or some Owners could be at the expense of other Owners of the Contract.  To protect Owners and the underlying Funds, we have policies and procedures to deter frequent transfers between and among the Investment Divisions.

Under these policies and procedures, there is a $25 charge per transfer after 15 in a Contract Year, and no round trip transfers are allowed within 15 calendar days.  Also, we could restrict your ability to make transfers to or from one or more of the Investment Divisions, which possible restrictions may include, but are not limited to:

limiting the number of transfers over a period of time;
 
requiring a minimum time period between each transfer;
 
limiting transfer requests from an agent acting on behalf of one or more Owners or under a power of attorney on behalf of one or more Owners; or
 
limiting the dollar amount that you may transfer at any one time.

To the extent permitted by applicable law, we reserve the right to restrict the number of transfers per year that you can request and to restrict you from making transfers on consecutive business days.  In addition, your right to make transfers between and among Investment Divisions may be modified if we determine that the exercise by one or more Owners is, or would be, to the disadvantage of other Owners.

We continuously monitor transfers under the Contract for disruptive activity based on frequency, pattern and size.  We will more closely monitor Contracts with disruptive activity, placing them on a watch list, and if the disruptive activity continues, we will restrict the availability of electronic or telephonic means to make a transfer, instead requiring that transfer instructions be mailed through regular U.S. postal service, and/or terminate the ability to make transfers completely, as necessary.  If we terminate your ability to make transfers, you may need to make a partial withdrawal to access the Contract Value in the Investment Division(s) from which you sought a transfer.  We will notify you and your representative in writing within five days of placing the Contract on a watch list.

Regarding round trip transfers, we will allow redemptions from an Investment Division; however, once a complete or partial redemption has been made from an Investment Division through an Investment Division transfer, you will not be permitted to transfer any value back into that Investment Division within 15 calendar days of the redemption.  We will treat as short-term trading activity any transfer that is requested into an Investment Division that was previously redeemed within the previous 15 calendar days, whether the transfer was requested by you or a third party.

Our policies and procedures do not apply to the money market Investment Division, the guaranteed fixed account, the GMWB Fixed Account, Dollar Cost Averaging, Earnings Sweep or the Automatic Rebalancing program.  We may also make exceptions that involve an administrative error, or a personal unanticipated financial emergency of an Owner resulting from an identified health, employment, or other financial or personal event that makes the existing allocation imprudent or a hardship.  These limited exceptions will be granted by an oversight team pursuant to procedures designed to result in their consistent application.  Please contact our Annuity Service Center if you believe your transfer request entails a financial emergency.

Otherwise, we do not exempt any person or class of persons from our policies and procedures.  We have agreements allowing for asset allocation and investment advisory services that are not only subject to our policies and procedures, but also to additional conditions and limitations, intended to limit the potential adverse impact of these activities on other Owners of the Contract.  We expect to apply our policies and procedures uniformly, but because detection and deterrence involves judgments that are inherently subjective, we cannot guarantee that we will detect and deter every Contract engaging in frequent transfers every time.  If these policies and procedures are ineffective, the adverse consequences described above could occur.  We also expect to apply our policies and procedures in a manner reasonably designed to prevent transfers that we consider to be to the disadvantage of other Owners, and we may take whatever action we deem appropriate, without prior notice, to comply with or take advantage of any state or federal regulatory requirement.

 
TELEPHONE AND INTERNET TRANSACTIONS

The Basics. You can request certain transactions by telephone or at www.jackson.com, our Internet website, subject to our right to terminate electronic or telephone transfer privileges, as described above.  Our Customer Service representatives are available during business hours to provide you with information about your account.  We require that you provide proper identification before performing transactions over the telephone or through our Internet website.  For Internet transactions, this will include a Personal Identification Number (PIN).  You may establish or change your PIN at www.jackson.com.

What You Can Do and How. You may make transfers by telephone or through the Internet unless you elect not to have this privilege.  Any authorization given via an application, the Jackson website, or through other means to Jackson shall be deemed authorization by you for Jackson to accept transaction instructions, including Investment Division transfers/allocations, by you and your financial representative unless we are notified by you to the contrary.  To notify Jackson, please call us at the Annuity Service Center.  Our contact information is at the beginning of this prospectus and the number is referenced in your Contract or on your quarterly statement.

What You Can Do and When. When authorizing a transfer, you must complete your telephone call by the close of the New York Stock Exchange (usually 4:00 p.m. Eastern time) in order to receive that day's accumulation unit value for an Investment Division.

Transfer instructions you send electronically are considered to be received by Jackson at the time and date stated on the electronic acknowledgement Jackson returns to you.  If the time and date indicated on the acknowledgement is before the close of the New York Stock Exchange, the instructions will be carried out that day.  Otherwise the instructions will be carried out the next business day.  Jackson will retain permanent records of all web-based transactions by confirmation number.  If you do not receive an electronic acknowledgement, you should telephone the Service Center immediately.

How to Cancel a Transaction. You may only cancel an earlier telephonic or electronic transfer request made on the same day by calling the Service Center before the New York Stock Exchange closes.  Otherwise, your cancellation instruction will not be allowed because of the round trip transfer restriction.

Our Procedures. Jackson has procedures that are designed to provide reasonable assurance that telephone or any other electronic authorizations are genuine.  Our procedures include requesting identifying information and tape recording telephone communications, and other specific details.  Jackson and its affiliates disclaim all liability for any claim, loss or expense resulting from any alleged error or mistake in connection with a transaction requested by telephone or other electronic means which was not authorized by you.  However, if Jackson fails to employ reasonable procedures to ensure that all requested transactions are properly authorized, we may be held liable for such losses.

Jackson does not guarantee access to telephonic and electronic information or that we will be able to accept transaction instructions via the telephone or electronic means at all times.  Jackson also reserves the right to modify, limit, restrict, or discontinue at any time and without notice the acceptance of instruction from someone other than you and/or this telephonic and electronic transaction privilege.  Elections of any optional benefit or program must be in writing and will be effective upon receipt of the request in Good Order.

Upon notification of the Owner's death, any telephone transfer authorization, other than by the surviving joint Owners, designated by the Owner ceases and Jackson will not allow such transactions unless the executor/representative provides written authorization for a person or persons to act on the executor's/representative's behalf.

ACCESS TO YOUR MONEY

You can have access to the money in your Contract:

by making either a partial or complete withdrawal,
by electing the systematic withdrawal program,
by electing a Guaranteed Minimum Withdrawal Benefit, or
by electing to receive income payments.

Your beneficiary can have access to the money in your Contract when a death benefit is paid.

Withdrawals under the Contract may be subject to a withdrawal charge.  For purposes of the withdrawal charge, we treat withdrawals as coming first from earnings and then from the oldest remaining premium.  When you make a complete withdrawal you will receive the value of the Contract as of the end of the business day your withdrawal request is received by us in Good Order, minus any applicable taxes, the annual contract maintenance charge, charges under any optional endorsement and all applicable withdrawal charges, adjusted for any applicable excess interest adjustment.

For more information about withdrawal charges, please see “Withdrawal Charge” beginning on page 31 .

Your withdrawal request must be in writing.  Jackson will accept withdrawal requests submitted via facsimile.  There are risks associated with not requiring original signatures in order to disburse the money.  To minimize the risks, the proceeds will be sent to your last recorded address in our records, to be sure to notify us, in writing, with an original signature, of any address change.  We do not assume responsibility for improper disbursements if you have failed to provide us with the current address to which the proceeds should be sent.

Except in connection with the systematic withdrawal program, you must withdraw at least $500 or, if less, the entire amount in the guaranteed fixed account or Investment Division from which you are making the withdrawal.  If you are not specific in your withdrawal request, your withdrawal will be taken from your allocations to the Investment Divisions, guaranteed fixed account options and GMWB Fixed Account based on the proportion their respective values bear to the Contract Value.  If you are specific in your withdrawal request, please know that, for Contracts with the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB, the percentage of the partial withdrawal taken from the GMWB Fixed Account cannot exceed the ratio of the GMWB Fixed Account value to the Contract Value.

With the Systematic Withdrawal Program, you may withdraw a specified dollar amount (of at least $50 per withdrawal) or a specified percentage.  A withdrawal request that would reduce the remaining Contract Value to less than $100 will be treated as a request for a complete withdrawal.  After your withdrawal, at least $100 must remain in each guaranteed fixed account or Investment Division from which the withdrawal was taken.  If your Contract contains the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB, any systematic withdrawal request for a specified dollar amount or specified percentage from a particular Investment Division, the guaranteed fixed account or the GMWB Fixed Account will be limited in that such withdrawals cannot be made from the GMWB Fixed Account.  If you wish your systematic withdrawal to include amounts allocated to the GMWB Fixed Account, your systematic withdrawal must be taken proportionally from all of the allocations (to the Investment Divisions, the GMWB Fixed Account and the guaranteed fixed account) based on their respective values in relation to the Contract Value.

If you have an investment adviser who, for a fee, manages your Contract Value, you may authorize payment of the fee from the Contract by requesting a partial withdrawal.  There are conditions and limitations, so please contact our Annuity Service Center for more information.  Our contact information is on the cover page of this prospectus.  We neither endorse any investment advisers, nor make any representations as to their qualifications.  The fee for this service would be covered in a separate agreement between the two of you, and would be in addition to the fees and expenses described in this prospectus.

Income taxes, tax penalties and certain restrictions may apply to any withdrawal you make. There are limitations on withdrawals from qualified plans.  For more information, please see “TAXES” beginning on page 163 .

Guaranteed Minimum Withdrawal Benefit Considerations.  Most people who are managing their investments to provide retirement income want to provide themselves with sufficient lifetime income and also to provide for an inheritance for their beneficiaries.  The main obstacles they face in meeting these goals are the uncertainties as to (i) how much income their investments will produce, and (ii) how long they will live and will need to draw income from their investments.  A Guaranteed Minimum Withdrawal Benefit (GMWB) is designed to help reduce these uncertainties.

A GMWB is intended to address those concerns but does not provide any guarantee the income will be sufficient to cover any individual's particular needs.  Moreover, the GMWB does not assure that you will receive any return on your investments.  The GMWB also does not protect against loss of purchasing power of assets covered by a GMWB due to inflation.  Even relatively low levels of inflation may have a significant effect on purchasing power if not offset by stronger positive investment returns.  The step-up feature on certain of the GMWBs may provide protection against inflation when there are strong investment returns that coincide with the availability of effecting a step-up.  However, strong investment performance will only help the GMWB guard against inflation if the endorsement includes a step-up feature.

Payments under the GMWB will first be made from your Contract Value.  Our obligations to pay you more than your Contract Value will only arise under limited circumstances.  Thus, in considering the election of any GMWB you need to consider whether the value to you of the level of protection that is provided by a GMWB and its costs, which reduce Contract Value and offset our risks, are consistent with your level of concern and the minimum level of assets that you want to be sure are guaranteed.

The Joint For Life GMWB with Bonus and Annual Step-Up is available only to spouses and differs from the For Life GMWB with Bonus and Annual Step-Up without the Joint Option (which is available to spouses and unrelated parties) and enjoys the following advantages:

If the Contract Value falls to zero, benefit payments under the endorsement will continue until the death of the last surviving Covered Life if the For Life Guarantee is effective.  (For more information about the For Life Guarantee and for information on who is a Covered Life under this form of GMWB, please see the “Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up” subsection beginning on page 91, 108, 128 and 149 .)
 
If an Owner dies before the automatic payment of benefits begins, the surviving Covered Life may continue the Contract and the For Life Guarantee is not automatically terminated (as it is on the For Life GMWBs without the Joint Option).

The Joint For Life GMWB has a higher charge than the For Life GMWB without the Joint Option.

Guaranteed Minimum Withdrawal Benefit Important Special Considerations.  Each of the GMWBs provides that the GMWB and all benefits thereunder will terminate on the Income Date, which is the date when annuity payments begin.  The Income Date is either a date that you choose or the Latest Income Date.  The Latest Income Date is generally the date on which the Owner attains age 95 under a non-qualified Contract (age 90, unless otherwise approved by the Company, if your Contract was issued before April 6, 2009), or such earlier date as required by the applicable qualified plan, law or regulation.  (For more information, please see “INCOME PAYMENTS (THE INCOME PHASE)” beginning on page 156 .)

Before (1) electing a GMWB, (2) electing to annuitize your Contract after having purchased a GMWB, or (3) when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB, you should consider whether the termination of all benefits under the GMWB and annuitizing produces the better financial results for you.  Naturally, you should discuss with your Jackson representative whether a GMWB is even suitable for you.  Consultation with your financial and tax advisor is also recommended.

These considerations are of greater significance if you are thinking about electing or have elected a GMWB For Life, as the For Life payments will cease when you annuitize voluntarily or on the Latest Income Date.  Although each of the For Life GMWBs contain an annuitization option that may allow the equivalent of For Life payments when you annuitize on the Latest Income Date, all benefits under a GMWB For Life (and under the other GMWBs) will terminate when you annuitize.  To the extent that we can extend the Latest Income Date without adverse tax consequences to you, we will do so, as permitted by the applicable qualified plan, law, or regulation.  After you have consulted your financial and tax advisors you will need to contact us to request an extension of the Latest Income Date.  Please also see “Extension of Latest Income Date” beginning on page 164 for further information regarding possible adverse tax consequences of extending the Latest Income Date.

In addition, with regard to required minimum distributions (RMDs) under an IRA only, it is important to consult your financial and tax advisor to determine whether the benefits of a particular GMWB will satisfy your RMD requirements.  With regard to other qualified plans, you must determine what your qualified plan permits.  Distributions under qualified plans and Tax-Sheltered Annuities must begin by the later of the calendar year in which you attain age 70 1/2 or the calendar year in which you retire.  You do not necessarily have to annuitize your Contract to meet the minimum distribution.

Finally, please note that withdrawals in excess of certain limits may have a significantly negative impact on the value of your GMWB through prematurely reducing the benefit's Guaranteed Withdrawal Balance (GWB) and Guaranteed Annual Withdrawal Amount (GAWA) and, therefore, cause your GMWB to prematurely terminate.  Please see the explanations of withdrawals under each of the following GMWB descriptions for more information concerning the effect of excess withdrawals.

7% Guaranteed Minimum Withdrawal Benefit (“SafeGuard 7 Plus”). The following description is supplemented by some examples in Appendix C that may assist you in understanding how the calculations are made in certain circumstances.

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

For Owners 80 years old and younger on the Contract's Issue Date, or on the date on which this endorsement is selected if after the Contract's Issue Date, a 7% GMWB may be available, which permits an Owner to make partial withdrawals, prior to the Income Date that, in total, are guaranteed to equal the Guaranteed Withdrawal Balance (GWB)(as defined below), regardless of your Contract Value.  The 7% GMWB is not available on a Contract that already has a GMWB (one GMWB only per Contract). We may further limit the availability of this optional endorsement.  Once selected, the 7% GMWB cannot be canceled.  If you select the 7% GMWB when you purchase your Contract, your net premium payment will be used as the basis for determining the GWB.  The GWB will not include any Contract Enhancement.  The 7% GMWB may also be selected after the Issue Date within 30 days before any Contract Anniversary.  If you select the 7% GMWB after the Issue Date, to determine the GWB, we will use your Contract Value on the date the endorsement is added.  The GWB can never be more than $5 million (including upon “step-up”), and the GWB is reduced with each withdrawal you take.

Once the GWB has been determined, we calculate the Guaranteed Annual Withdrawal Amount (GAWA), which is the maximum annual partial withdrawal amount, except for certain tax-qualified Contracts (as explained below).  Upon selection, the GAWA is equal to 7% of the GWB.  The GAWA will not be reduced if partial withdrawals taken within any one Contract Year do not exceed 7%.  However, withdrawals are not cumulative.  If you do not take 7% in one Contract Year, you may not take more than 7% the next Contract Year.  If you withdraw more than 7%, the guaranteed amount available may be less than the total premium payments and the GAWA may be reduced.  The GAWA can be divided up and taken on a payment schedule that you request.  You can continue to take the GAWA each Contract Year until the GWB has been depleted.

Withdrawal charges and excess interest adjustments, as applicable, are taken into consideration in calculating the amount of your partial withdrawals pursuant to the 7% GMWB, but these charges or adjustments are offset by your ability to make free withdrawals under the Contract.

Any time a subsequent premium payment is made, we recalculate the GWB and the GAWA.  Each time you make a premium payment, the GWB is increased by the amount of the net premium payment.  Also, the GAWA will increase by 7% of the net premium payment or 7% of the increase in the GWB, if the maximum GWB is reached.  We require prior approval for a subsequent premium payment, however, that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is reached.

If the total of your partial withdrawals made in the current Contract Year is greater than the GAWA, we will recalculate your GWB and your GAWA may be lower in the future.  In other words, withdrawing more than the GAWA in any Contract Year could cause the GWB to be reduced by more than the amount of the withdrawal(s) and even reset to the then current Contract Value, likely reducing the GAWA, too.  Recalculation of the GWB and GAWA may result in reducing or extending the payout period.  Examples 4, 5, and 7 in Appendix C illustrate the impact of such withdrawals.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is less than or equal to the GAWA, the GWB is equal to the greater of:

the GWB prior to the partial withdrawal less the partial withdrawal; or
 
zero.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA, the GWB is equal to the lesser of:

the Contract Value after the partial withdrawal; or
 
the greater of the GWB prior to the partial withdrawal less the partial withdrawal or zero.

If all your partial withdrawals made in the current Contract Year are less than or equal to the GAWA, the GAWA is the lesser of:

the GAWA prior to the partial withdrawal; or
 
the GWB after the partial withdrawal.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA, the GAWA is equal to the lesser of:

the GAWA prior to the partial withdrawal;
 
the GWB after the partial withdrawal; or
 
7% of the Contract Value after the partial withdrawal.

Consistent with the explanation above, withdrawals greater than the GAWA (or required minimum distribution (RMD), if applicable – see below) may have a significantly negative impact on the value of this benefit through prematurely reducing the GWB and GAWA and, therefore, cause the benefit to prematurely terminate (see Example 5 in Appendix C).  For purposes of these calculations, all partial withdrawals are assumed to be the total amount withdrawn, including any withdrawal charges and excess interest adjustments.

Withdrawals made under the guarantee of this endorsement are considered to be the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements.  They are subject to the same restrictions and processing rules as described in the Contract.

For certain tax-qualified Contracts, the 7% GMWB allows for withdrawals greater than the GAWA to meet the RMD under the Internal Revenue Code (Code) without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.

Required Minimum Distribution Calculations.  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Code, RMDs are calculated and taken on a calendar year basis.  But with the 7% GMWB, GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the endorsement's guarantees may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of either of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMD requirements for calendar years 20 12 and 2013 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 20 12 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD requirement for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 20 12 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant specific to tax-qualified Contracts, illustrating the GMWB in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who helped you purchase your tax-qualified Contract, and your tax adviser, to be sure that the 7% GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Step-Up.  In the event Contract Value is greater than the GWB, the 7% GMWB allows the GWB to be reset to Contract Value (a “Step-Up”).  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.

With a Step-Up
The GWB equals Contract Value.
 
The GAWA is recalculated, equaling the greater of:
 
 
7% of the new GWB; Or
 
 
The GAWA before the Step-Up.

The first opportunity for a Step-Up is the fifth Contract Anniversary after the 7% GMWB is added to the Contract.

A Step-Up is allowed at any time, but there must always be at least five years between Step-Ups.  The GWB can never be more than $5 million with a Step-Up.  A request for Step-Up is processed and effective on the date received in Good Order.  Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Spousal Continuation.  If the Contract is continued by the spouse, the spouse retains all rights previously held by the Owner and therefore may elect to add the 7% GMWB to the Contract within the 30 days prior to any Contract Anniversary following the continuation date of the original Contract's Issue Date.  The 7% GMWB would become effective on the Contract Anniversary following receipt of the request in Good Order.

If the spouse continues the Contract and the 7% GMWB endorsement already applies to the Contract, the 7% GMWB will continue and no adjustment will be made to the GWB or the GAWA at the time of continuation.  Your spouse may elect to “step-up” on the continuation date.  If the Contract is continued under the Special Spousal Continuation Option, the value applicable upon “step-up” is the Contract Value, including any adjustments applied on the continuation date.  Any subsequent “step-up” must follow the “step-up” restrictions listed above (Contract Anniversaries will continue to be based on the anniversary of the original Contract's Issue Date).

Termination.  The 7% GMWB endorsement terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge on the date you annuitize or surrender the Contract.  In surrendering the Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under the 7% GMWB.  The 7% GMWB also terminates: with the Contract upon your death (unless the beneficiary who is your spouse continues the Contract); upon the first date both the GWB and Contract Value equal zero; or upon conversion, if permitted – whichever occurs first.

Contract Value Is Zero.  If your Contract Value is reduced to zero as the result of a partial withdrawal, Contract charges or poor fund performance and the GWB is greater than zero, the GWB will be paid to you on a periodic basis elected by you, which will be no less frequently than annually, so long as the Contract is still in the accumulation phase.  The total annual payment will equal the GAWA, but will not exceed the current GWB.  The payments continue until the GWB is reduced to zero.

All other rights under your Contract cease and we will no longer accept subsequent premium payments and all optional endorsements are terminated without value.  Upon your death as the Owner, your beneficiary will receive the scheduled payments.  No other death benefit will be paid.

Annuitization.  If you decide to annuitize your Contract, you may choose the following income option instead of one of the other income options listed in your Contract:

Fixed Payment Income Option.  This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that you select.  If you should die (assuming you are the Owner) before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

This income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the annuitant at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  The purchase of the 7% GMWB may not be appropriate for the Owners of Contracts who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors on this and other matters prior to electing the 7% GMWB.

Guaranteed Minimum Withdrawal Benefit With 5-Year Step-Up (“SafeGuard Max”). The following description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage and examples 6 and 7 for the Step-Ups.

PLEASE NOTE:  EFFECTIVE MAY 1, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

This GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) until the earlier of:

The Owner's (or any joint Owner's) death;
 
Or
 
   
Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.
 
   
The GWB is the guaranteed amount available for future periodic withdrawals.
 
PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners up to 85 years old (proof of age is required); may be added to a Contract on the Issue Date or any Contract Anniversary; and once added cannot be canceled.  At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  We allow ownership changes of a Contract with this GMWB when the Owner is a legal entity – to another legal entity or the Annuitant.   In certain circumstances, we may permit the elimination of a joint Owner in the event of a divorce.   Otherwise, ownership changes are not allowed.  When the Owner is a legal entity, changing Annuitants is not allowed.  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, this GMWB might be continued by a spousal Beneficiary.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the Owner's attained age at the time of the first withdrawal.  If there are joint Owners, the GAWA percentage is based on the attained age of the oldest joint Owner.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
0 – 74
7%
75 – 79
8%
80 – 84
9%
85+
10%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  The tables below clarify what happens in either instance.  RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  (There is no RMD for non-qualified Contracts.)

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated, equaling the lesser of:
 
 
The GAWA before the withdrawal; Or
 
 
The GWB after the withdrawal.

You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit and may lead to its premature termination.
 
 
When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as
applicable
The GWB is recalculated, equaling the lesser of:
 
 
Contract Value after the withdrawal; Or
 
 
The greater of the GWB before the withdrawal less the withdrawal, or zero.
 
The GAWA is recalculated, equaling the lesser of:
 
 
The GAWA before the withdrawal; Or
 
 
The GWB after the withdrawal; Or
 
 
The GAWA percentage multiplied by the Contract Value after the withdrawal.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Owner is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of the Owner (or oldest joint Owner) falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the endorsement's guarantees may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  In the event Contract Value is greater than the GWB, this GMWB allows the GWB to be reset to the Contract Value (a “Step-Up”).  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.

With a Step-Up
The GWB equals Contract Value (subject to a $5 million maximum).
 
If the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

The first opportunity for a Step-Up is the fifth Contract Anniversary after this GMWB is added to the Contract.  Thereafter, a Step-Up is allowed at any time, but there must always be at least five years between Step-Ups.  The GWB can never be more than $5 million with a Step-Up.  A request for Step-Up is processed and effective on the date received in Good Order.  Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon your death (or the first Owner's death with joint Owners) while the Contract is still in force, this GMWB terminates without value.

Contract Value Is Zero.  If your Contract Value is reduced to zero as the result of a partial withdrawal, contract charges or poor fund performance and the GWB is greater than zero, the GWB will be paid to you on a periodic basis elected by you, which will be no less frequently than annually, so long as the Contract is still in the accumulation phase.  The total annual payment will equal the GAWA, but will not exceed the current GWB.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the Owner's (or oldest joint Owner's) attained age at the time the Contract Value is reduced to zero and the GAWA will be equal to the GAWA percentage multiplied by the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA is recalculated, equaling the lesser of:
 
 
The GAWA before the payment; Or
 
 
The GWB after the payment.

All other rights under your Contract cease and we will no longer accept subsequent premium payments and all optional endorsements are terminated without value.  Upon your death as the Owner, no death benefit is payable, including the optional enhanced death benefit.

Spousal Continuation.  If the Contract is continued by the spouse, the spouse retains all rights previously held by the Owner and therefore may elect to add this GMWB to the Contract within the 30 days prior to any Contract Anniversary following the continuation date of the original Contract's Issue Date.  This GMWB would become effective on the Contract Anniversary following receipt of the request in Good Order.

If the spouse continues the Contract and this endorsement already applies to the Contract, the GMWB will continue and no adjustment will be made to the GWB or the GAWA at the time of continuation.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the Owner's (or oldest joint Owner's) attained age on the continuation date and the GAWA will be equal to the GAWA percentage multiplied by the GWB.  Your spouse may elect to Step-Up on the continuation date.  If the Contract is continued under the Special Spousal Continuation Option, the value applicable upon Step-Up is the Contract Value, including any adjustments applied on the continuation date.  Any subsequent Step-Up must follow the Step-Up restrictions listed above (Contract Anniversaries will continue to be based on the anniversary of the original Contract's Issue Date).

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
The date of complete withdrawal of Contract Value (full surrender of the Contract);
   
In surrendering your Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under this GMWB.
The date of the Owner's death (or the first Owner's death with joint Owners), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The first date both the GWB and the Contract Value equals zero; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

On the Latest Income Date, the Owner may choose the following income option instead of one of the other income options listed in the Contract:

Fixed Payment Income Option.  This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that you select.  If you should die (assuming you are the Owner) before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of election of this option and the GAWA will be equal to the GAWA percentage multiplied by the GWB.  The GAWA percentage will not change after election of this option.

This income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the Annuitant at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 5”). The following description is supplemented by the examples in Appendix C that may assist you in understanding how calculations are made in certain circumstances.

PLEASE NOTE:  EFFECTIVE MAY 1, 2011, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

 For Owners 80 years old and younger on the Contract's Issue Date, or on the date on which this endorsement is selected if after the Contract's Issue Date, a 5% GMWB With Annual Step-Up may be available, which permits an Owner to make partial withdrawals, prior to the Income Date that, in total, are guaranteed to equal the Guaranteed Withdrawal Balance (GWB)(as defined below), regardless of your Contract Value.  The 5% GMWB With Annual Step-Up is not available on a Contract that already has a GMWB (one GMWB only per Contract).  We may further limit the availability of this optional endorsement.  Once selected, the 5% GMWB With Annual Step-Up cannot be canceled.  If you select the 5% GMWB With Annual Step-Up when you purchase your Contract, your premium payment net of any applicable taxes will be used as the basis for determining the GWB.  The GWB will not include any Contract Enhancement.  The 5% GMWB With Annual Step-Up may also be selected after the Issue Date within 30 days before any Contract Anniversary, and the endorsement will take effect on the Contract Anniversary if your request is in Good Order.  If you select the 5% GMWB With Annual Step-Up after the Issue Date, to determine the GWB, we will use your Contract Value on the date the endorsement is added.  The GWB can never be more than $5 million (including upon “step-up”), and the GWB is reduced with each withdrawal you take.

Once the GWB has been determined, we calculate the Guaranteed Annual Withdrawal Amount (GAWA), which is the maximum annual partial withdrawal amount, except for certain tax-qualified Contracts (as explained below).  Upon selection, the GAWA is equal to 5% of the GWB.  The GAWA will not be reduced if partial withdrawals taken within any one Contract Year do not exceed 5%.  However, withdrawals are not cumulative.  If you do not take 5% in one Contract Year, you may not take more than 5% the next Contract Year.  If you withdraw more than 5%, the guaranteed amount available may be less than the total premium payments and the GAWA will likely be reduced.  The GAWA can be divided up and taken on a payment schedule that you request.  You can continue to take the GAWA each Contract Year until the GWB has been depleted.

Withdrawal charges and excess interest adjustments, as applicable, are taken into consideration in calculating the amount of your partial withdrawals pursuant to the 5% GMWB With Annual Step-Up, but these charges or adjustments are offset by your ability to make free withdrawals under the Contract.

Any time a subsequent premium payment is made, we recalculate the GWB and the GAWA.  Each time you make a premium payment, the GWB is increased by the amount of the net premium payment.  Also, the GAWA will increase by 5% of the net premium payment or 5% of the increase in the GWB, if the maximum GWB is reached.  We require prior approval for a subsequent premium payment, however, that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is reached.

If the total of your partial withdrawals made in the current Contract Year is greater than the GAWA, we will recalculate your GWB and your GAWA will likely be lower in the future.  In other words, withdrawing more than the GAWA in any Contract Year could cause the GWB to be reduced by more than the amount of the withdrawal(s), likely reducing the GAWA, too.  Recalculation of the GWB and GAWA may result in reducing or extending the payout period.  Examples 4, 5, and 7 in Appendix C illustrate the impact of such withdrawals.

For certain tax-qualified Contracts, this GMWB allows for withdrawals greater than GAWA to meet the Contract's required minimum distributions (RMDs) under the Internal Revenue Code (Code) without compromising the endorsement's guarantees.  Examples 4, 5, and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “Required Minimum Distribution Calculations” below for more information.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is less than or equal to the GAWA or RMD, as applicable, the GWB is equal to the greater of:

the GWB prior to the partial withdrawal less the partial withdrawal; or
 
zero.

If all your partial withdrawals made in the current Contract Year are less than or equal to the GAWA or RMD, as applicable, the GAWA is the lesser of:

the GAWA prior to the partial withdrawal; or
 
the GWB after the partial withdrawal.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007, the GWB is equal to the greater of:

the GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; or
 
zero.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007, the GAWA is equal to the lesser of:

the GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, or
 
the GWB after the partial withdrawal.

The Excess Withdrawal is defined to be the lesser of:

the total amount of the current partial withdrawal, or
 
the amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007, the GWB is equal to the lesser of:

the Contract Value after the partial withdrawal; or
 
the greater of the GWB prior to the partial withdrawal less the partial withdrawal or zero.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007, the GAWA is equal to the lesser of:

the GAWA prior to the partial withdrawal, or
 
the GWB after the partial withdrawal, or
 
5% of the Contract Value after the partial withdrawal.

Consistent with the explanation above, withdrawals greater than the GAWA or RMD, as applicable, may have a significantly negative impact on the value of this benefit through prematurely reducing the GWB and GAWA and, therefore, cause the benefit to prematurely terminate (see Example 5 in Appendix C).  For purposes of all of these calculations, all partial withdrawals are assumed to be the total amount withdrawn, including any withdrawal charges and excess interest adjustments.

Withdrawals made under the guarantee of this endorsement are considered to be the same as any other partial withdrawals, including systematic withdrawals, for the purposes of calculating any other values under the Contract and any other endorsements.  They are subject to the same restrictions and processing rules as described in the Contract.  Withdrawals under the guarantee of this endorsement are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

Required Minimum Distribution Calculations.  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Code, RMDs are calculated and taken on a calendar year basis.  But with the 5% GMWB With Annual Step-Up, GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the endorsement's guarantees may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of either of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMD requirements for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD requirement for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant specific to tax-qualified Contracts, illustrating the GMWB in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who helped you purchase your tax-qualified Contract, and your tax adviser, to be sure that the 5% GMWB With Annual Step-Up ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Step-Up. Step-Ups with the 5% GMWB With Annual Step-Up reset your GWB to the greater of Contract Value or the GWB before step-up, and GAWA becomes the greater of 5% of the new GWB or GAWA before step-up.  Step-Ups occur automatically upon each of the first 12 Contract Anniversaries from the endorsement's effective date, then on or after the 13th Contract Anniversary, at any time upon your request, so long as there is at least one year between step-ups.  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.  In addition, the GWB can never be more than $5 million with a Step-Up.  The request will be processed and effective on the day we receive the request in Good Order.  Before deciding to “step-up,” please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Spousal Continuation.  If you die before annuitizing a Contract with the 5% GMWB With Annual Step-Up, the Contract's death benefit is still payable when Contract Value is greater than zero.  Alternatively, the Contract allows the beneficiary who is your spouse to continue it, retaining all rights previously held by the Owner.  If the spouse continues the Contract and the 5% GMWB With Annual Step-Up endorsement already applies to the Contract, the 5% GMWB With Annual Step-Up will continue and no adjustment will be made to the GWB or the GAWA at the time of continuation.  Step-Ups will continue automatically or as permitted (as described above), and Contract Anniversaries will continue to be based on the anniversary of the original Contract's Issue Date.  Upon spousal continuation of a Contract without the 5% GMWB With Annual Step-Up, if the 5% GMWB With Annual Step-Up is available at the time, the beneficiary may request to add this endorsement within 30 days before any Contract Anniversary, and the endorsement will take effect on the Contract Anniversary if the request is made in Good Order.

Termination.  The 5% GMWB With Annual Step-Up endorsement terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge on the date you annuitize or surrender the Contract.  In surrendering the Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under the 5% GMWB With Annual Step-Up.  The 5% GMWB With Annual Step-Up also terminates: with the Contract upon your death (unless the beneficiary who is your spouse continues the Contract); upon the first date both the GWB and Contract Value equal zero; or upon conversion, if permitted – whichever occurs first.

Contract Value Is Zero.  If your Contract Value is reduced to zero as the result of a partial withdrawal, contract charges or poor fund performance and the GWB is greater than zero, the GWB will be paid to you on a periodic basis elected by you, which will be no less frequently than annually, so long as the Contract is still in the accumulation phase.  The total annual payment will equal the GAWA, but will not exceed the current GWB.  The payments continue until the GWB is reduced to zero.

All other rights under your Contract cease and we will no longer accept subsequent premium payments and all optional endorsements are terminated without value.  Upon your death as the Owner, your beneficiary will receive the scheduled payments.  No other death benefit will be paid.

Annuitization.  If you decide to annuitize your Contract, you may choose the following income option instead of one of the other income options listed in your Contract:

Fixed Payment Income Option.  This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that you select.  If you should die (assuming you are the Owner) before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

This income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the annuitant at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  The purchase of the 5% GMWB With Annual Step-Up may not be appropriate for the Owners of Contracts who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors on this and other matters prior to electing the 5% GMWB With Annual Step-Up.

6% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“AutoGuard 6”). The following description is supplemented by the examples in Appendix C that may assist you in understanding how calculations are made in certain circumstances.

PLEASE NOTE:  EFFECTIVE MAY 1, 2011, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

For Owners 80 years old and younger on the Contract's Issue Date, or on the date on which this endorsement is selected if after the Contract's Issue Date, a 6% GMWB With Annual Step-Up may be available, which permits an Owner to make partial withdrawals, prior to the Income Date that, in total, are guaranteed to equal the Guaranteed Withdrawal Balance (GWB)(as defined below), regardless of your Contract Value.  The 6% GMWB With Annual Step-Up is not available on a Contract that already has a GMWB (one GMWB only per Contract).  We may further limit the availability of this optional endorsement.  Once selected, the 6% GMWB With Annual Step-Up cannot be canceled.  If you select the 6% GMWB With Annual Step-Up when you purchase your Contract, your premium payment net of any applicable taxes will be used as the basis for determining the GWB.  The GWB will not include any Contract Enhancement.  The 6% GMWB With Annual Step-Up may also be selected after the Issue Date within 30 days before any Contract Anniversary, and the endorsement will take effect on the Contract Anniversary if your request is in Good Order.  If you select the 6% GMWB With Annual Step-Up after the Issue Date, to determine the GWB, we will use your Contract Value on the date the endorsement is added.  The GWB can never be more than $5 million (including upon “step-up”), and the GWB is reduced with each withdrawal you take.

Once the GWB has been determined, we calculate the Guaranteed Annual Withdrawal Amount (GAWA), which is the maximum annual partial withdrawal amount, except for certain tax-qualified Contracts (as explained below).  Upon selection, the GAWA is equal to 6% of the GWB.  The GAWA will not be reduced if partial withdrawals taken within any one Contract Year do not exceed 6%.  However, withdrawals are not cumulative.  If you do not take 6% in one Contract Year, you may not take more than 6% the next Contract Year.  If you withdraw more than 6%, the guaranteed amount available may be less than the total premium payments and the GAWA will likely be reduced.  The GAWA can be divided up and taken on a payment schedule that you request.  You can continue to take the GAWA each Contract Year until the GWB has been depleted.

Withdrawal charges and excess interest adjustments, as applicable, are taken into consideration in calculating the amount of your partial withdrawals pursuant to the 6% GMWB With Annual Step-Up, but these charges or adjustments are offset by your ability to make free withdrawals under the Contract.

Any time a subsequent premium payment is made, we recalculate the GWB and the GAWA.  Each time you make a premium payment, the GWB is increased by the amount of the net premium payment.  Also, the GAWA will increase by 6% of the net premium payment or 6% of the increase in the GWB, if the maximum GWB is reached.  We require prior approval for a subsequent premium payment, however, that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is reached.

If the total of your partial withdrawals made in the current Contract Year is greater than the GAWA, we will recalculate your GWB and your GAWA will likely be lower in the future.  In other words, withdrawing more than the GAWA in any Contract Year could cause the GWB to be reduced by more than the amount of the withdrawal(s), likely reducing the GAWA, too.  Recalculation of the GWB and GAWA may result in reducing or extending the payout period.  Examples 4, 5, and 7 in Appendix C illustrate the impact of such withdrawals.

For certain tax-qualified Contracts, this GMWB allows for withdrawals greater than GAWA to meet the Contract's required minimum distributions (RMDs) under the Internal Revenue Code (Code) without compromising the endorsement's guarantees.  Examples 4, 5, and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “Required Minimum Distribution Calculations” below for more information.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is less than or equal to the GAWA or RMD, as applicable, the GWB is equal to the greater of:

the GWB prior to the partial withdrawal less the partial withdrawal; or
 
zero.

If all your partial withdrawals made in the current Contract Year are less than or equal to the GAWA or RMD, as applicable, the GAWA is the lesser of:

the GAWA prior to the partial withdrawal; or
 
the GWB after the partial withdrawal.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007, the GWB is equal to the greater of:

the GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; or
 
zero.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007, the GAWA is equal to the lesser of:

the GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, or
 
the GWB after the partial withdrawal.

The Excess Withdrawal is defined to be the lesser of:

the total amount of the current partial withdrawal, or
 
the amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007, the GWB is equal to the lesser of:

the Contract Value after the partial withdrawal; or
 
the greater of the GWB prior to the partial withdrawal less the partial withdrawal or zero.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007, the GAWA is equal to the lesser of:

the GAWA prior to the partial withdrawal, or
 
the GWB after the partial withdrawal, or
 
6% of the Contract Value after the partial withdrawal.

Consistent with the explanation above, withdrawals greater than the GAWA or RMD, as applicable, may have a significantly negative impact on the value of this benefit through prematurely reducing the GWB and GAWA and, therefore, cause the benefit to prematurely terminate (see Example 5 in Appendix C).  For purposes of all of these calculations, all partial withdrawals are assumed to be the total amount withdrawn, including any withdrawal charges and excess interest adjustments.

Withdrawals made under the guarantee of this endorsement are considered to be the same as any other partial withdrawals, including systematic withdrawals, for the purposes of calculating any other values under the Contract and any other endorsements.  They are subject to the same restrictions and processing rules as described in the Contract.  Withdrawals under the guarantee of this endorsement are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

Required Minimum Distribution Calculations.  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Code, RMDs are calculated and taken on a calendar year basis.  But with the 6% GMWB With Annual Step-Up, GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the endorsement's guarantees may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of either of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMD requirements for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD requirement for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant specific to tax-qualified Contracts, illustrating the GMWB in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that the 6% GMWB With Annual Step-Up ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Step-Up. Step-Ups with the 6% GMWB With Annual Step-Up reset your GWB to the greater of Contract Value or the GWB before step-up, and GAWA becomes the greater of 6% of the new GWB or GAWA before step-up.  Step-Ups occur automatically upon each of the first 12 Contract Anniversaries from the endorsement's effective date, then on or after the 13th Contract Anniversary, at any time upon your request, so long as there is at least one year between step-ups.  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.  In addition, the GWB can never be more than $5 million with a Step-Up.  The request will be processed and effective on the day we receive the request in Good Order.  Before deciding to “step-up,” please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Spousal Continuation.  If you die before annuitizing a Contract with the 6% GMWB With Annual Step-Up, the Contract's death benefit is still payable when Contract Value is greater than zero.  Alternatively, the Contract allows the beneficiary who is your spouse to continue it, retaining all rights previously held by the Owner.  If the spouse continues the Contract and the 6% GMWB With Annual Step-Up endorsement already applies to the Contract, the 6% GMWB With Annual Step-Up will continue and no adjustment will be made to the GWB or the GAWA at the time of continuation.  Step-Ups will continue automatically or as permitted (as described above), and Contract Anniversaries will continue to be based on the anniversary of the original Contract's Issue Date.  Upon spousal continuation of a Contract without the 6% GMWB With Annual Step-Up, if the 6% GMWB With Annual Step-Up is available at the time, the beneficiary may request to add this endorsement within 30 days before any Contract Anniversary, and the endorsement will take effect on the Contract Anniversary if the request is made in Good Order.

Termination.  The 6% GMWB With Annual Step-Up endorsement terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge on the date you annuitize or surrender the Contract.  In surrendering the Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under the 6% GMWB With Annual Step-Up.  The 6% GMWB With Annual Step-Up also terminates: with the Contract upon your death (unless the beneficiary who is your spouse continues the Contract); upon the first date both the GWB and Contract Value equal zero; or upon conversion, if permitted – whichever occurs first.

Contract Value Is Zero.  If your Contract Value is reduced to zero as the result of a partial withdrawal, contract charges or poor fund performance and the GWB is greater than zero, the GWB will be paid automatically to you on a periodic basis elected by you, which will be no less frequently than annually, so long as the Contract is still in the accumulation phase.  The total annual payment will equal the GAWA, but will not exceed the current GWB.  The payments continue until the GWB is reduced to zero.

All other rights under your Contract cease and we will no longer accept subsequent premium payments and all optional endorsements are terminated without value.  Upon your death as the Owner, your beneficiary will receive the scheduled payments.  No other death benefit will be paid.

Annuitization.  If you decide to annuitize your Contract, you may choose the following income option instead of one of the other income options listed in your Contract:

Fixed Payment Income Option.  This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that you select.  If you should die (assuming you are the Owner) before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

This income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the annuitant at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  The purchase of the 6% GMWB With Annual Step-Up may not be appropriate for the Owners of Contracts who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors on this and other matters prior to electing the 6% GMWB With Annual Step-Up.

5% Guaranteed Minimum Withdrawal Benefit Without Step-Up (“MarketGuard 5”). The following description is supplemented by some examples in Appendix C that may assist you in understanding how calculations are made in certain circumstances.

PLEASE NOTE:  EFFECTIVE OCTOBER 6, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

For Owners 80 years old and younger on the Contract's Issue Date, or on the date on which this endorsement is selected if after the Contract's Issue Date, a 5% GMWB without Step-Up may be available, which permits an Owner to make partial withdrawals, prior to the Income Date that, in total, are guaranteed to equal the Guaranteed Withdrawal Balance (GWB)(as defined below), regardless of your Contract Value.  The 5% GMWB without Step-Up is not available on a Contract that already has a GMWB (one GMWB only per Contract).  We may further limit the availability of this optional endorsement.  Once selected, the 5% GMWB without Step-Up cannot be canceled.  If you select the 5% GMWB without Step-Up when you purchase your Contract, your premium payment net of any applicable taxes will be used as the basis for determining the GWB.  The GWB will not include any Contract Enhancement.  The 5% GMWB without Step-Up may also be selected after the Issue Date within 30 days before any Contract Anniversary, and the endorsement will take effect on the Contract Anniversary if your request is in Good Order.  If you select the 5% GMWB without Step-Up after the Issue Date, to determine the GWB, we will use your Contract Value on the date the endorsement is added.  The GWB can never be more than $5 million, and the GWB is reduced with each withdrawal you take.

Once the GWB has been determined, we calculate the Guaranteed Annual Withdrawal Amount (GAWA), which is the maximum annual partial withdrawal amount, except for certain tax-qualified Contracts (see below).  Upon selection, the GAWA is equal to 5% of the GWB.  The GAWA will not be reduced if partial withdrawals taken within any one Contract Year do not exceed 5%.  However, withdrawals are not cumulative.  If you do not take 5% in one Contract Year, you may not take more than 5% the next Contract Year.  If you withdraw more than 5%, the guaranteed amount available may be less than the total premium payments and the GAWA may be reduced.  The GAWA can be divided up and taken on a payment schedule that you request.  You can continue to take the GAWA each Contract Year until the GWB has been depleted.

Withdrawal charges and excess interest adjustments, as applicable, are taken into consideration in calculating the amount of your partial withdrawals pursuant to the 5% GMWB without Step-Up, but these charges or adjustments are offset by your ability to make free withdrawals under the Contract.

Any time a subsequent premium payment is made, we recalculate the GWB and the GAWA.  Each time you make a premium payment, the GWB is increased by the amount of the net premium payment.  Also, the GAWA will increase by 5% of the net premium payment or 5% of the increase in the GWB, if the maximum GWB is reached.  We require prior approval for a subsequent premium payment, however, that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is reached.

If the total of your partial withdrawals made in the current Contract Year is greater than the GAWA, we will recalculate your GWB and your GAWA may be lower in the future.  In other words, withdrawing more than the GAWA in any Contract Year could cause the GWB to be reduced by more than the amount of the withdrawal(s) and even reset to the then current Contract Value, likely reducing the GAWA, too.  Recalculation of the GWB and GAWA may result in reducing or extending the payout period.  Examples 4, 5, and 7 in Appendix C illustrate the impact of such withdrawals.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is less than or equal to the GAWA, the GWB is equal to the greater of:

the GWB prior to the partial withdrawal less the partial withdrawal; or
 
zero.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA, the GWB is equal to the lesser of:

the Contract Value after the partial withdrawal; or
 
the greater of the GWB prior to the partial withdrawal less the partial withdrawal or zero.

If all your partial withdrawals made in the current Contract Year are less than or equal to the GAWA, the GAWA is the lesser of:

the GAWA prior to the partial withdrawal; or
 
the GWB after the partial withdrawal.

If the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is greater than the GAWA, the GAWA is equal to the lesser of:

the GAWA prior to the partial withdrawal; or
 
the GWB after the partial withdrawal; or
 
5% of the Contract Value after the partial withdrawal.

Consistent with the explanation above, withdrawals greater than the GAWA or RMD, as applicable, may have a significantly negative impact on the value of this benefit through prematurely reducing the GWB and GAWA and, therefore, cause the benefit to prematurely terminate (see Example 5 in Appendix C).  For purposes of these calculations, all partial withdrawals are assumed to be the total amount withdrawn, including any withdrawal charges and excess interest adjustments.

Withdrawals made under the guarantee of this endorsement are considered to be the same as any other partial withdrawals, including systematic withdrawals, for the purposes of calculating any other values under the Contract and any other endorsements.  They are subject to the same restrictions and processing rules as described in the Contract.  Withdrawals under the guarantee of this endorsement are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

For certain tax-qualified Contracts, the 5% GMWB without Step-Up allows for withdrawals greater than GAWA to meet the RMD under the Internal Revenue Code (Code) without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.

Required Minimum Distribution Calculations.  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Code, RMDs are calculated and taken on a calendar year basis.  But with the 5% GMWB Without Step-Up, GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the endorsement's guarantees may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of either of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMD requirements for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD requirement for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant specific to tax-qualified Contracts, illustrating the GMWB in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who helped you purchase your tax-qualified Contract, and your tax adviser, to be sure that the 5% GMWB Without Step-Up ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Spousal Continuation.  If you die before annuitizing a Contract with the 5% GMWB without Step-Up, the Contract's death benefit is still payable when Contract Value is greater than zero.  Alternatively, the Contract allows the beneficiary who is your spouse to continue it, retaining all rights previously held by the Owner.  If the spouse continues the Contract and the 5% GMWB without Step-Up endorsement already applies to the Contract, the 5% GMWB without Step-Up will continue and no adjustment will be made to the GWB or the GAWA at the time of continuation.  Contract Anniversaries will continue to be based on the anniversary of the original Contract's Issue Date.  Upon spousal continuation of a Contract without the 5% GMWB without Step-Up, if the 5% GMWB without Step-Up is available at the time, the beneficiary may request to add this endorsement within 30 days before any Contract Anniversary, and the endorsement will take effect on the Contract Anniversary if the request is made in Good Order.

Termination.  The 5% GMWB without Step-Up endorsement terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge on the date you annuitize or surrender the Contract.  In surrendering the Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under the 5% GMWB without Step-Up.  The 5% GMWB without Step-Up also terminates: with the Contract upon your death (unless the beneficiary who is your spouse continues the Contract); upon the first date both the GWB and Contract Value equal zero; or upon conversion, if permitted– whichever occurs first.

Contract Value Is Zero.  If your Contract Value is reduced to zero as the result of a partial withdrawal, contract charges or poor fund performance and the GWB is greater than zero, the GWB will be paid to you on a periodic basis elected by you, which will be no less frequently than annually, so long as the Contract is still in the accumulation phase.  The total annual payment will equal the GAWA, but will not exceed the current GWB.  The payments continue until the GWB is reduced to zero.

All other rights under your Contract cease and we will no longer accept subsequent premium payments and all optional endorsements are terminated without value.  Upon your death as the Owner, your beneficiary will receive the scheduled payments.  No other death benefit will be paid.

Annuitization.  If you decide to annuitize your Contract, you may choose the following income option instead of one of the other income options listed in your Contract:

Fixed Payment Income Option.  This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that you select.  If you should die (assuming you are the Owner) before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

This income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the annuitant at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  The purchase of the 5% GMWB without Step-Up may not be appropriate for the Owners of Contracts who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors on this and other matters prior to electing the 5% GMWB without Step-Up.

5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus And Annual Step-Up (“LifeGuard Advantage”).  The following description of this GMWB is supplemented by the examples in Appendix C, particularly examples 6 and 7 for the Step-Ups, example 8 for the bonus and example 9 for the For Life guarantees.

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

This GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The Owner's life (the “For Life Guarantee”) if the For Life Guarantee is in effect;

The For Life Guarantee is based on the life of the first Owner to die with joint Owners.  For the Owner that is a legal entity, the For Life Guarantee is based on the annuitant's life (or the life of the first annuitant to die if there is more than one annuitant).

The For Life Guarantee becomes effective on the Contract Anniversary on or immediately following the Owner's 60th birthday (or with joint Owners, the oldest Owner's 60th birthday).  If the Owner (or oldest Owner) is 60 years old or older on the endorsement's effective date, then the For Life Guarantee is effective when this GMWB is added to the Contract.

If this GMWB was added to your Contract prior to December 3, 2007, the For Life Guarantee becomes effective on the Contract Anniversary on or immediately following the Owner's 65th birthday (or with joint Owners, the oldest Owner's 65th birthday).  If the Owner (or oldest Owner) is 65 years old or older on the endorsement's effective date, then the For Life Guarantee is effective when this GMWB is added to the Contract.

So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.

Or

Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.

The GWB is the guaranteed amount available for future periodic withdrawals.

With this GMWB, we offer a bonus on the GWB; you may be able to receive a credit to the GWB for a limited time (see box below, and the paragraph preceding it at the end of this section, for more information).

Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB, including any bonus opportunity, are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who helped you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners 45 to 80 years old (proof of age is required); may be added to a Contract on the Issue Date or any Contract Anniversary; and once added cannot be canceled except by a beneficiary who is the Owner's spouse, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  We allow ownership changes of a Contract with this GMWB when the Owner is a legal entity – to another legal entity or the annuitant.   In certain circumstances, we may permit the elimination of a joint Owner in the event of a divorce.   Otherwise, ownership changes are not allowed.  Also, when the Owner is a legal entity, charges will be determined based on the age of the annuitant and changing annuitants is not allowed.  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA equals 5% of the GWB.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA equals 5% of the GWB.

PLEASE NOTE:  At the time the For Life Guarantee becomes effective, the GAWA is reset to equal 5% of the then current GWB.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up), and the GWB is reduced by each withdrawal.

Withdrawals.  Withdrawals may cause both the GWB and GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  The tables below clarify what happens in either instance.  RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  (There is no RMD for non-qualified Contracts.)  In addition, if the For Life Guarantee is not yet in effect, withdrawals that cause the Contract Value to reduce to zero void the For Life Guarantee.  See “Contract Value is Zero” below for more information.

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMDs without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to the lesser of:
· The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, Or
· The GWB after the withdrawal.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, Or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007
The GWB is recalculated, equaling the lesser of:
 
 
Contract Value after the withdrawal; Or
 
 
The greater of the GWB before the withdrawal less the withdrawal, or zero.
 
The GAWA is recalculated, equaling the lesser of:
 
 
5% of the Contract Value after the withdrawal; Or
 
 
The greater of 5% of the GWB after the withdrawal, or zero.

Withdrawals under this GMWB are assumed to be the total amount deducted, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who helped you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
The GAWA is also recalculated, increasing by:
 
 
5% of the premium net of any applicable premium taxes; Or
 
 
5% of the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  In the event Contract Value is greater than the GWB, this GMWB allows the GWB to be reset to the Contract Value (a “Step-Up”).  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.

With a Step-Up
The GWB equals Contract Value.
 
The GAWA is recalculated, equaling the greater of:
 
 
5% of the new GWB; Or
 
 
The GAWA before the Step-Up.

Step-Ups occur automatically upon each of the first ten Contract Anniversaries from the endorsement's effective date.  Thereafter, a Step-Up is allowed at any time upon your request, so long as there is at least one year between Step-Ups.  The GWB can never be more than $5 million with a Step-Up.  A request for Step-Up is processed and effective on the date received in Good Order.  Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon your death (or the first Owner's death with joint Owners), this GMWB terminates without value.

Contract Value Is Zero.  With this GMWB, in the event Contract Value is zero, the GAWA is unchanged and payable so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  Otherwise, payments will be made while there is value to the GWB (until depleted), so long as the Contract is still in the accumulation phase.  Payments are made on the periodic basis you elect, but no less frequently than annually.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.

If you die before all scheduled payments are made, then your beneficiary will receive the remainder.  All other rights under your Contract cease, except for the right to change beneficiaries.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no other death benefit is payable.

Spousal Continuation.  In the event of the Owner's death (or the first Owner's death with joint Owners), the beneficiary who is the Owner's spouse may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
Upon the Owner's death, the For Life Guarantee is void.
 
   
Only the GWB is payable while there is value to it (until depleted).
 
   
Step-Ups will continue automatically or as permitted; otherwise, the above rules for Step-Ups apply.
 
   
Contract Anniversaries will continue to be based on the Contract's Issue Date.
 
Continue the Contract without this GMWB (GMWB is terminated).
 
Add this GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the beneficiary's eligibility – whether or not the spousal beneficiary terminated the GMWB in continuing the Contract.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
Conversion of this GMWB (if conversion is permitted);
 
The date of the Owner's death (or the first Owner's death with joint Owners), unless the beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The Continuation Date if the spousal beneficiary elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract Value is zero.

Annuitization.

Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of the Owner (or, with joint Owners, the lifetime of joint Owner who dies first).  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the Owner (or the first Owner's death with joint Owners), and there is no provision for a death benefit payable to the beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if the Owner dies before the due date of the second payment.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal beneficiary upon the death of the original Owner, in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The description of the bonus feature is supplemented by the examples in Appendix C, particularly example 8.  The bonus is an incentive for you not to utilize this GMWB (take withdrawals) during a limited period of time, subject to conditions and limitations, allowing the GWB and GAWA to increase (even in a down market relative to your Contract Value allocated to any Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  The bonus is a percentage of a sum called the Bonus Base (defined below).  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 6% (5% if this GMWB is added to the Contract prior to April 30, 2007) and is based on a sum that may vary after this GMWB is added to the Contract (the “Bonus Base”), as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon step-up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The Bonus is available for a limited time (the “Bonus Period”).  The Bonus Period runs from the date this GMWB is added to the Contract through the earliest of:
 
 
The tenth Contract Anniversary after the effective date of the endorsement;
 
 
The Contract Anniversary on or immediately following the Owner's (if joint Owners, the oldest Owner's) 81st birthday; or
 
 
The date Contract Value is zero.
 
Spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 6% (5% if this GMWB is added to the Contract prior to April 30, 2007) of the Bonus Base.
 
 
The GAWA is then recalculated, equaling the greater of 5% of the new GWB and the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base.

For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent”). The following description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage and examples 6 and 7 for the Step-Ups.

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

This GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The Owner's life (the “For Life Guarantee”) if the For Life Guarantee is in effect;
 
   
The For Life Guarantee is based on the life of the first Owner to die with joint Owners.  There are also other GMWB options for joint Owners that are spouses, as described below.
 
For the Owner that is a legal entity, the For Life Guarantee is based on the annuitant's life (or the life of the first annuitant to die if there is more than one annuitant).
 
   
The For Life Guarantee becomes effective when this GMWB is added to the Contract.
 
   
So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.
 
Or
 
   
Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.
 
   
The GWB is the guaranteed amount available for future periodic withdrawals.
 
Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who helped you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners 45 to 85 years old (proof of age is required); may be added to a Contract on the Issue Date or any Contract Anniversary; and once added cannot be canceled except by a beneficiary who is the Owner's spouse, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  We allow ownership changes of a Contract with this GMWB when the Owner is a legal entity – to another legal entity or the annuitant.   In certain circumstances, we may permit the elimination of a joint Owner in the event of a divorce.   Otherwise, ownership changes are not allowed.  When the Owner is a legal entity, changing annuitants is not allowed.  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Issue Date.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Anniversary on which the endorsement is added.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void.  However, this GMWB might be continued by a spousal beneficiary without the For Life Guarantee.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the Owner's attained age at the time of the first withdrawal.  If there are joint Owners, the GAWA percentage is based on the attained age of the oldest joint Owner.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 59
4%
60 – 74
5%
75 – 84
6%
85+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  The two tables below clarify what happens in either instance.  RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  (There is no RMD for non-qualified Contracts.)

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to the lesser of:
 
    · The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, Or
 
    · The GWB after the withdrawal.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, Or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007
The GWB is recalculated, equaling the lesser of:
 
 
Contract Value after the withdrawal; Or
 
 
The greater of the GWB before the withdrawal less the withdrawal, or zero.
 
The GAWA is recalculated, equaling the lesser of:
 
 
The GAWA percentage multiplied by the Contract Value after the withdrawal; Or
 
 
The GAWA percentage multiplied by the GWB after the withdrawal.

Withdrawals under this GMWB are assumed to be the total amount deducted, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a Fixed Account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Owner is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of the Owner (or oldest joint Owner) falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  In the event Contract Value is greater than the GWB, this GMWB allows the GWB to be reset to the Contract Value (a “Step-Up”).  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.

In addition to an increase in the GWB, a Step-Up allows for a potential increase in the GAWA percentage in the event that the Step-Up occurs after the first withdrawal.  The value used to determine whether the GAWA percentage will increase upon Step-Up is called the Benefit Determination Base (BDB).  The BDB equals initial premium net of any applicable premium taxes, if this GMWB is elected at issue, or the Contract Value on the Contract Anniversary on which the endorsement is added, if elected after issue.  Withdrawals do not affect the BDB.  Subsequent premium payments increase the BDB by the amount of the premium net of any applicable premium taxes.  In addition, unlike the GWB, the BDB is not subject to any maximum amount.  Therefore, it is possible for the BDB to be more than $5 million.

With a Step-Up
The GWB equals Contract Value (subject to a $5 million maximum).
 
If the Contract Value is greater than the BDB prior to the Step-Up then the BDB is set to equal the Contract Value (not subject to any maximum amount); and, if the Step-Up occurs after the first withdrawal, the GAWA percentage is recalculated based on the attained age of the Owner.
 
 
If there are joint Owners, the GAWA percentage is recalculated based on the oldest joint Owner.
 
 
The GAWA percentage will not be recalculated upon step-ups following Spousal Continuation.
 
If the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

PLEASE NOTE: Withdrawals from the Contract reduce the GWB and Contract Value but do not affect the BDB.  In the event of withdrawals, the BDB remains unchanged.  Therefore, because the Contract Value must be greater than the BDB prior to Step-Up in order for the GAWA percentage to increase, a GAWA percentage increase may become less likely when continuing withdrawals are made from the Contract.

Step-Ups occur automatically upon each of the first ten Contract Anniversaries from the endorsement's effective date.  Thereafter, a Step-Up is allowed at any time upon your request, so long as there is at least one year between Step-Ups.  The GWB can never be more than $5 million with a Step-Up.  However, automatic Step-Ups still occur and elected Step-Ups are still permitted even when the GWB is at the maximum of $5 million if the Contract Value is greater than the BDB and the GAWA percentage would increase.  A request for Step-Up is processed and effective on the date received in Good Order.  Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon your death (or the first Owner's death with joint Owners) while the Contract is still in force, this GMWB terminates without value.

Contract Value Is Zero.  With this GMWB, in the event Contract Value is zero, the GAWA is unchanged and payable so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  Otherwise, payments will be made while there is value to the GWB (until depleted), so long as the Contract is still in the accumulation phase.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the Owner's (or oldest joint Owner's) attained age at the time the Contract Value falls to zero.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.

Payments are made on the periodic basis you elect, but no less frequently than annually.  If you die before all scheduled payments are made, then your beneficiary will receive the remainder.  All other rights under your Contract cease, except for the right to change beneficiaries.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no other death benefit is payable.

Spousal Continuation.  In the event of the Owner's death (or the first Owner's death with joint Owners), the beneficiary who is the Owner's spouse may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
Upon the Owner's death, the For Life Guarantee is void.
 
   
Only the GWB is payable while there is value to it (until depleted).
 
   
Step-Ups will continue automatically or as permitted; otherwise, the above rules for Step-Ups apply.
 
   
Contract Anniversaries will continue to be based on the Contract's Issue Date.
 
   
If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of death.  The GAWA percentage will not change on future Step-Ups, even if the Contract Value exceeds the BDB.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to “Annuitization” subsection below for information regarding the availability of the “Specified Period Income of the GAWA” option if the GWB has been continued by a spousal beneficiary upon the death of the original Owner.
 
Continue the Contract without this GMWB (GMWB is terminated).
 
Add this GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the beneficiary's eligibility – whether or not the spousal beneficiary terminated the GMWB in continuing the Contract.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
Conversion of this GMWB (if conversion is permitted);
 
The date of the Owner's death (or the first Owner's death with joint Owners), unless the beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The Continuation Date if the spousal beneficiary elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of the Owner (or, with joint Owners, the lifetime of joint Owner who dies first).  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the Owner (or the first Owner's death with joint Owners), and there is no provision for a death benefit payable to the beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if the Owner dies before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal beneficiary upon the death of the original Owner, in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up (“LifeGuard Ascent With Joint Option”). The description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups and example 10 for the For Life guarantees. 

PLEASE NOTE:  EFFECTIVE MARCH 31, 2008, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The election of this GMWB under a non-qualified Contract requires the joint Owners to be spouses (as defined under the Internal Revenue Code) and each joint Owner is considered to be a “Covered Life.”

The Owners cannot be subsequently changed and new Owners cannot be added.  Upon death of either joint Owner, the surviving joint Owner will be treated as the primary beneficiary and all other beneficiaries will be treated as contingent beneficiaries.  The For Life Guarantee will not apply to these contingent beneficiaries, as they are not Covered Lives.

This GMWB is available on a limited basis under non-qualified Contracts for certain kinds of legal entities, such as (i) custodial accounts where the spouses are the joint annuitants and (ii) trusts where the spouses are the sole beneficial Owners, and the For Life Guarantee is based on the annuitant's life who dies last.

Tax-qualified Contracts cannot be issued to joint Owners and require the Owner and annuitant to be the same person.  Under a tax-qualified Contract, the election of this GMWB requires the Owner and primary beneficiary to be spouses (as defined in the Internal Revenue Code). The Owner and only the primary spousal beneficiary named at the election of this GMWB under a tax-qualified Contract will also each be considered a Covered Life, and these Covered Lives cannot be subsequently changed.

In certain circumstances we may permit the elimination of a joint Owner Covered Life or primary spousal Beneficiary Covered Life in the event of divorce.  In such cases, new Covered Lives may not be named.

For tax-qualified Contracts, the Owner and primary spousal beneficiary cannot be changed while both are living.  If the Owner dies first, the primary spousal beneficiary will become the Owner upon Spousal Continuation and he or she may name a beneficiary; however, that beneficiary is not considered a Covered Life.  Likewise, if the primary spousal beneficiary dies first, the Owner may name a new beneficiary; however, that beneficiary is also not considered a Covered Life and consequently the For Life Guarantee will not apply to the new beneficiary.

For both non-qualified and tax-qualified Contracts, this GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The lifetime of the last surviving Covered Life if the For Life Guarantee is in effect;

The For Life Guarantee becomes effective when this GMWB is added to the Contract.

So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.

Or

Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.

The GWB is the guaranteed amount available for future periodic withdrawals.

Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who helped you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Covered Lives 45 to 85 years old (proof of age is required and both Covered Lives must be within the eligible age range).  This GMWB may be added to a Contract on the Issue Date or on any Contract Anniversary and cannot be canceled except by a spousal beneficiary who is not a Covered Life, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  To continue joint GMWB coverage upon the death of the Owner (or the death of either joint Owner of a non-qualified Contract), provided that the other Covered Life is still living, the Contract must be continued by election of Spousal Continuation.  Upon continuation, the spouse becomes the Owner and obtains all rights as the Owner.

At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract). Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Issue Date.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Anniversary on which the endorsement is added.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void unless this GMWB is continued by a spousal beneficiary who is a Covered Life.  However, it is possible for this GMWB to be continued without the For Life Guarantee by a spousal beneficiary who is not a Covered Life.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the youngest Covered Life's attained age at the time of the first withdrawal.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 59
4%
60 – 74
5%
75 – 84
6%
85+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  The two tables below clarify what happens in either instance.  RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  (There is no RMD for non-qualified Contracts.)

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable, and this endorsement was added to your Contract on or after December 3, 2007
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to the lesser of:
 
    · The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, Or
 
    · The GWB after the withdrawal.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, Or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable, and this endorsement was added to your Contract before December 3, 2007
The GWB is recalculated, equaling the lesser of:
 
 
Contract Value after the withdrawal; Or
 
 
The greater of the GWB before the withdrawal less the withdrawal, or zero.
 
The GAWA is recalculated, equaling the lesser of:
 
 
The GAWA percentage multiplied by the Contract Value after the withdrawal; Or
 
 
The GAWA percentage multiplied by the GWB after the withdrawal.

Withdrawals under this GMWB are assumed to be the total amount deducted, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a Fixed Account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Covered Life is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of either Covered Life falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  In the event Contract Value is greater than the GWB, this GMWB allows the GWB to be reset to the Contract Value (a “Step-Up”).  Upon election of a Step-Up, the GMWB charge may be increased, subject to the maximum charges listed above.
In addition to an increase in the GWB, a Step-Up allows for a potential increase in the GAWA percentage in the event that the Step-Up occurs after the first withdrawal.  The value used to determine whether the GAWA percentage will increase upon Step-Up is called the Benefit Determination Base (BDB).  The BDB equals initial premium net of any applicable premium taxes, if this GMWB is elected at issue, or the Contract Value on the Contract Anniversary on which the endorsement is added, if elected after issue.  Withdrawals do not affect the BDB.  Subsequent premium payments increase the BDB by the amount of the premium net of any applicable premium taxes.  In addition, unlike the GWB, the BDB is not subject to any maximum amount.  Therefore, it is possible for the BDB to be more than $5 million.

With a Step-Up
The GWB equals Contract Value (subject to a $5 million maximum).
 
If the Contract Value is greater than the BDB prior to the Step-Up then the BDB is set to equal the Contract Value (not subject to any maximum amount); and, if the Step-Up occurs after the first withdrawal, the GAWA percentage is recalculated based on the attained age of the youngest Covered Life.
 
 
The GAWA percentage will not be recalculated upon step-ups following Spousal Continuation if the spouse electing Spousal Continuation is not a Covered Life.
 
If the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

PLEASE NOTE: Withdrawals from the Contract reduce the GWB and Contract Value but do not affect the BDB.  In the event of withdrawals, the BDB remains unchanged.  Therefore, because the Contract Value must be greater than the BDB prior to Step-Up in order for the GAWA percentage to increase, a GAWA percentage increase may become less likely when continuing withdrawals are made from the Contract.

Step-Ups occur automatically upon each of the first ten Contract Anniversaries from the endorsement's effective date.  Thereafter, a Step-Up is allowed at any time upon your request, so long as there is at least one year between Step-Ups.  The GWB can never be more than $5 million with a Step-Up.  However, automatic Step-Ups still occur and elected Step-Ups are still permitted even when the GWB is at the maximum of $5 million if the Contract Value is greater than the BDB and the GAWA percentage would increase.  A request for Step-Up is processed and effective on the date received in Good Order.  Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon election of a Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon the death of the sole Owner of a qualified Contract or the death of either joint Owner of a non-qualified Contract while the Contract is still in force, this GMWB terminates without value.  Please see the information beginning on page 84 regarding the required ownership and beneficiary structure under both qualified and non-qualified Contracts when selecting the Joint For Life GMWB With Annual Step-Up benefit.

Contract Value Is Zero.  With this GMWB, in the event Contract Value is zero, the GAWA is unchanged and payable so long as the For Life Guarantee is in effect, at least one Covered Life remains alive and the Contract is still in the accumulation phase.  Otherwise, payments will be made while there is value to the GWB (until depleted), so long as the Contract is still in the accumulation phase.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the youngest Covered Life's attained age at the time the Contract Value falls to zero.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.

Payments are made on the periodic basis you elect, but not less frequently than annually.  If you die before all scheduled payments are made, then your beneficiary will receive the remainder of the GWB in the form of continuing scheduled payments.  All other rights under your Contract cease, except for the right to change beneficiaries.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no other death benefit is payable.

Spousal Continuation.  In the event of the Owner's (or either joint Owner's) death, the surviving spousal beneficiary may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
If the surviving spouse is a Covered Life, then the For Life Guarantee remains effective on and after the Continuation Date.
 
If the surviving spouse is not a Covered Life, the For Life Guarantee is null and void.  However, the surviving spouse will be entitled to make withdrawals until the GWB is exhausted.
 
   
For a surviving spouse who is a Covered Life, continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee.  The For Life Guarantee is not a separate guarantee and only applies if the related GMWB has not terminated. 
 
   
Step-Ups will continue automatically or as permitted in accordance with the above rules for Step-Ups.
 
   
Contract Anniversaries will continue to be based on the original Contract's Issue Date.
 
   
If the surviving spouse is a Covered Life, the GAWA percentage will continue to be calculated and/or recalculated based on the youngest Covered Life's attained age.
 
   
If the surviving spouse is not a Covered Life and if the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age at the time of death.  The GAWA percentage will not change on future Step-Ups.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to “Annuitization” subsection below for information regarding the additional Income Options available on the Latest Income Date.
   
A new joint Owner may not be added in a non-qualified Contract if a surviving spouse continues the Contract.
 
Continue the Contract without this GMWB (GMWB is terminated) if the surviving spouse is not a Covered Life.  Thereafter, no GMWB charge will be assessed.  If the surviving spouse is a Covered Life, the Contract cannot be continued without this GMWB.
 
Add another GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the spousal beneficiary's eligibility, and provided that this GMWB was terminated on the Continuation Date.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
Conversion of this GMWB (if conversion is permitted);
 
The date of death of the Owner (or either joint Owner), unless the beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB (continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee if the surviving spouse is a Covered Life);
 
The Continuation Date on a Contract if the spousal beneficiary, who is not a Covered Life, elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

Joint Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of last surviving Covered Life.  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the last surviving Covered Life, and there is no provision for a death benefit payable to the beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if both Covered Lives die before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal beneficiary and the spousal beneficiary is not a Covered Life in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up (“LifeGuard Freedom GMWB”). The following description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups and example 11 for the guaranteed withdrawal balance adjustment.

PLEASE NOTE:  EFFECTIVE SEPTEMBER 28, 2009, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

This GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:


The Owner's life (the “For Life Guarantee”) if the For Life Guarantee is in effect;
 
   
The For Life Guarantee is based on the life of the first Owner to die with joint Owners.  There are also other GMWB options for joint Owners that are spouses, as described below.
 
For the Owner that is a legal entity, the For Life Guarantee is based on the Annuitant's life (or the life of the first Annuitant to die if there is more than one Annuitant).
 
   
The For Life Guarantee becomes effective on the Contract Anniversary on or immediately following the Owner (or with joint Owners, the oldest Owner) attaining the age of 59 1/2.  If the Owner (or oldest Owner) is 59 1/2 years old or older on the endorsement's effective date, then the For Life Guarantee is effective when this GMWB is added to the Contract.  The For Life Guarantee remains effective until the date this endorsement is terminated, as described below, or until the Continuation Date on which this GMWB endorsement is continued under spousal continuation.
 
   
So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.
 
Or
 
   
Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.
 
   
The GWB is the guaranteed amount available for future periodic withdrawals.
 
Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners 45 to 80 years old (proof of age is required); may be added to a Contract on the Issue Date or any Contract Anniversary; and once added cannot be canceled except by a Beneficiary who is the Owner's spouse, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  We allow ownership changes of a Contract with this GMWB when the Owner is a legal entity – to another legal entity or the Annuitant.   In certain circumstances, we may permit the elimination of a joint Owner in the event of a divorce.   Otherwise, ownership changes are not allowed.  When the Owner is a legal entity, changing Annuitants is not allowed.  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue
Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up, the application of the GWB adjustment or the application of any bonus), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void.  However, this GMWB might be continued by a spousal Beneficiary without the For Life Guarantee.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the Owner's attained age at the time of the first withdrawal.  If there are joint Owners, the GAWA percentage is based on the attained age of the oldest joint Owner.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)

If this GMWB was added to your Contract on or after January 12, 2009, the GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 62
4%
63 – 74
5%
75 – 80
6%
81+
7%

If this GMWB was added to your Contract before January 12, 2009, the GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 74
5%
75 – 80
6%
81+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  The tables below clarify what happens in either instance.  (RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  There is no RMD for non-qualified Contracts.)  In addition, if the For Life Guarantee is not yet in effect, withdrawals that cause the Contract Value to reduce to zero void the For Life Guarantee.  See “Contract Value is Zero” below for more information.

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect;
Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.

The GAWA is generally not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable, unless the For Life Guarantee is not in effect and the GWB is nearly depleted, resulting in a GWB that is less than the GAWA.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to the lesser of:
 
· The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, Or
 
· The GWB after the withdrawal.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Owner is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of the Owner (or oldest joint Owner) falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Guaranteed Withdrawal Balance Adjustment.  If this GMWB was added to your Contract on or after October 6, 2008 and no withdrawals are taken from the Contract on or prior to the GWB Adjustment Date (as defined below), then you will receive a GWB adjustment.

The GWB Adjustment Date is the later of:

The Contract Anniversary on or immediately following the Owner's (or oldest joint Owner's) 70th birthday, Or
 
The 10th Contract Anniversary following the effective date of this endorsement.

The GWB adjustment is determined as follows:

On the effective date of this endorsement, the GWB adjustment is equal to 200% of the GWB, subject to a maximum of $5,000,000.
 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus 200% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)
 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the GWB adjustment.  No adjustments are made to the Bonus Base or the Benefit Determination Baseline (explained below).  Once the GWB is re-set, this GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the GWB Adjustment Date, this GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of this GWB adjustment provision.)

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
·
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
·
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  On each Contract Anniversary following the effective date of this GMWB, if the highest quarterly Contract Value is greater than the GWB, the GWB will be automatically re-set to the highest quarterly Contract Value (a “Step-Up”).

If this GMWB was added to your Contract on or after October 6, 2008, then, in addition to an increase in the GWB, a Step-Up allows for a potential increase in the GAWA percentage in the event that the Step-Up occurs after the first withdrawal.  The value used to determine whether the GAWA percentage will increase upon Step-Up is called the Benefit Determination Baseline (BDB).  The BDB equals initial premium net of any applicable premium taxes, if this GMWB is elected at issue, or the Contract Value on the Contract Anniversary on which the endorsement is added, if elected after issue.

Upon Step-Up, if the highest quarterly Contract Value is greater than the BDB and the Step-Up occurs after the first withdrawal, the GAWA percentage will be re-determined based on the Owner's attained age.  If an age band is crossed, the GAWA percentage will be increased.  For example, assume an Owner was age 73 at the time of the first withdrawal resulting in, according to the table above, a GAWA percentage of 5%.  Also assume that, when the Owner is age 76, a Step-Up occurs and the highest quarterly Contract Value is greater than the BDB; in that case, the GAWA percentage will be re-determined based on the Owner's attained age of 76, resulting in a new GAWA percentage of 6%.

Upon Step-Up, if the highest quarterly Contract Value is not greater than the BDB, the GAWA percentage remains unchanged regardless of whether an age band has been crossed.

In the event that the highest quarterly Contract Value is greater than the BDB, the BDB is set equal to the highest quarterly Contract Value.

Withdrawals do not affect the BDB.  Subsequent premium payments increase the BDB by the amount of the premium net of any applicable premium taxes. In addition, unlike the GWB, the BDB is not subject to any maximum amount.  Therefore, it is possible for the BDB to be more than $5 million.

With a Step-Up
The GWB equals the highest quarterly Contract Value (subject to a $5 million maximum).
 
If this GMWB was added to your Contract on or after October 6, 2008 and the highest quarterly Contract Value is greater than the BDB prior to the Step-Up, then the BDB is set to equal the highest quarterly Contract Value (not subject to any maximum amount); and, if the Step-Up occurs after the first withdrawal, the GAWA percentage is recalculated based on the attained age of the Owner.
 
 
If there are joint Owners, the GAWA percentage is recalculated based on the oldest joint Owner.
 
 
The GAWA percentage will not be recalculated upon step-ups following Spousal Continuation.
 
For all Contracts to which this GMWB is added, if the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

The highest quarterly Contract Value equals the highest of the quarterly adjusted Contract Values from the four most recent Contract Quarterly Anniversaries, including the Contract Anniversary upon which the Step-Up is determined.  The quarterly adjusted Contract Value equals the Contract Value on the Contract Quarterly Anniversary, plus any premium paid subsequent to that Contract Quarterly Anniversary, net of any applicable premium taxes, adjusted for any partial withdrawals taken subsequent to that Contract Quarterly Anniversary.

Partial withdrawals will affect the quarterly adjusted Contract Value as follows:

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
The quarterly adjusted Contract Value before the withdrawal less the withdrawal; Or
 
Zero.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see above), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.

FOR CONTRACTS TO WHICH THIS GMWB WAS ADDED ON OR AFTER OCTOBER 6, 2008, PLEASE NOTE: Withdrawals from the Contract reduce the GWB and highest quarterly Contract Value but do not affect the BDB.  In the event of withdrawals, the BDB remains unchanged.  Therefore, because the highest quarterly Contract Value must be greater than the BDB prior to Step-Up in order for the GAWA percentage to increase, a GAWA percentage increase may become less likely when continuing withdrawals are made from the Contract.

Upon Step-Up on or after the 5th Contract Anniversary (11th Contract Anniversary if this endorsement is added to the Contract before January 12, 2009) following the effective date of this GMWB, the GMWB charge may be increased, subject to the maximum annual charge of 1.50%.  You will be notified in advance of a GMWB Charge increase and may elect to discontinue the automatic step-ups.  Such election must be received in Good Order prior to the Contract Anniversary.  You may subsequently elect to reinstate the Step-Up provision at the then current GMWB Charge.  All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The GWB can never be more than $5 million with a Step-Up.  However, the BDB is not subject to a $5 million maximum; therefore, it is still possible for the GAWA percentage to increase even when the GWB has hit its $5 million maximum because automatic Step-Ups still occur if the highest quarterly Contract Value is greater than the BDB.  For example, assume the GWB and BDB are equal to $5 million prior to a Step-Up.  Also assume that the GAWA percentage is 5% and the GAWA is $250,000.  If, at the time of Step-Up, the highest quarterly Contract Value is $6 million, a Step-Up will occur.  The GWB will remain at its maximum of $5 million but the BDB will be set equal to $6 million.  If an age band has been crossed and the GAWA percentage for the Owner’s attained age is 6%, then the GAWA will be equal to $300,000 (6% x $5 million).

Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon your death (or the first Owner's death with joint Owners) while the Contract is still in force, this GMWB terminates without value.

Contract Value Is Zero.  With this GMWB, in the event the Contract Value is zero, the Owner will receive annual payments of the GAWA until the death of the Owner (or the death of any joint Owner), so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  If the For Life Guarantee is not in effect, the Owner will receive annual payments of the GAWA until the earlier of the death of the Owner (or the death of any joint Owner) or the date the GWB, if any, is depleted, so long as the Contract is still in the accumulation phase.  The last payment will not exceed the remaining GWB at the time of payment.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the Owner's (or oldest joint Owner's) attained age at the time the Contract Value falls to zero and the GAWA will be equal to the GAWA percentage multiplied to the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.

Payments are made on the periodic basis you elect, but no less frequently than annually.  If you die, all rights under your Contract cease.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no death benefit is payable, including the optional enhanced death benefit.

Spousal Continuation.  In the event of the Owner's death (or the first Owner's death with joint Owners), the Beneficiary who is the Owner's spouse may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal Beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
Upon the Owner's death, the For Life Guarantee is void.
 
   
Only the GWB is payable while there is value to it (until depleted).
 
   
The GWB adjustment provision is void.
 
   
Step-Ups will continue as permitted in accordance with the Step-Up rules above.
 
   
Contract Anniversaries will continue to be based on the Contract's Issue Date.
 
   
If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the original Owner's (or oldest joint Owner's) attained age on the continuation date.  The GAWA percentage will not change on future Step-Ups, even if the Contract Value exceeds the BDB.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to “Annuitization” subsection below for information regarding the availability of the “Specified Period Income of the GAWA” option if the GWB has been continued by a spousal Beneficiary upon the death of the original Owner.
 
Continue the Contract without this GMWB (GMWB is terminated).
 
Add this GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the Beneficiary's eligibility – whether or not the spousal Beneficiary terminated the GMWB in continuing the Contract.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
   
In surrendering your Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under this GMWB.
 
Conversion of this GMWB (if conversion is permitted);
 
The date of the Owner's death (or the first Owner's death with joint Owners), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The Continuation Date if the spousal Beneficiary elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of the Owner (or, with joint Owners, the lifetime of joint Owner who dies first).  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the Owner (or the first Owner's death with joint Owners), and there is no provision for a death benefit payable to the Beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if the Owner dies before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal Beneficiary upon the death of the original Owner, in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The primary purpose of the bonus is to act as an incentive for you to defer taking withdrawals.  A bonus equal to 7% of the Bonus Base (defined below) will be applied to the GWB at the end of each Contract Year within the Bonus Period (also defined below) if no withdrawals are taken during that Contract Year.  The bonus enables the GWB and GAWA to increase in a given Contract Year (even during a down market relative to your Contract Value allocated to the Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  This description of the bonus feature is supplemented by the examples in Appendix C, particularly example 8.  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 7% of the Bonus Base, which is an amount that may vary after this GMWB is added to the Contract, as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium payment net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon step-up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 7% of the Bonus Base.
 
 
If the Bonus is applied after the first withdrawal (in a prior year), the GAWA is then recalculated, equaling the greater of the GAWA percentage multiplied by the new GWB or the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base, GWB adjustment or BDB.
 
The Bonus is only available during the Bonus Period.  If this GMWB is added to the Contract on or after October 6, 2008, the Bonus Period begins on the effective date of this GMWB endorsement.  In addition, the Bonus Period will re-start at the time the Bonus Base increases due to a Step-Up so long as the Step-Up occurs on or before the Contract Anniversary immediately following the Owner’s (if Joint Owners, the oldest Owner’s) 80th birthday.  (See example below.)
 
The Bonus Period ends on the earlier of:
 
 
The tenth Contract Anniversary following (1) the effective date of the endorsement or (2) the most recent increase to the Bonus Base due to a Step-Up, if later; or
 
 
The date the Contract Value is zero.
 
The Bonus Base will continue to be calculated even after the Bonus Period expires.  Therefore, it is possible for the Bonus Period to expire and then re-start on a later Contract Anniversary if the Bonus Base increases due to a Step-Up.
 
The purpose of the re-start provision is to extend the period of time over which the Owner is eligible to receive a bonus.  For example, assume this GMWB was added to a Contract on December 1, 2008.  At that time, the bonus period is scheduled to expire on December 1, 2018 (which is the tenth Contract Anniversary following the effective date of the endorsement).  If a Step-Up increasing the Bonus Base occurs on the third Contract Anniversary following the effective date of the endorsement (December 1, 2011), and the Owner is younger than age 80, the Bonus Period will re-start and will be scheduled to expire on December 1, 2021.  Further, assuming that the next Bonus Base increase due to a Step-Up does not occur until December 1, 2023 (which is two years after the Bonus Period in this example expired) and that the Owner is still younger than age 80 at that time, the Bonus Period would re-start on December 1, 2023, and would be scheduled to expire on December 1, 2033.  (Please also see Examples 6 and 7 in Appendix C for more information regarding the re-start provision.)
 
If this GMWB was added to the Contract before October 6, 2008, the Bonus Period runs from the date this GMWB was added to the Contract through the earliest of:
 
 
The tenth Contract Anniversary after the effective date of the endorsement;
 
 
The Contract Anniversary on or immediately following the Owner's (if joint Owners, the oldest Owner's) 81st birthday; or
 
 
The date Contract Value is zero.
 
If this GMWB was added to the Contract before October 6, 2008, there is no provision allowing the Bonus Period to restart.
 
Spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up (“LifeGuard Freedom GMWB With Joint Option”). The description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups, example 10 for the For Life guarantees and example 11 for the guaranteed withdrawal balance adjustment.

PLEASE NOTE:  EFFECTIVE SEPTEMBER 28, 2009, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The election of this GMWB under a non-qualified Contract requires the joint Owners to be spouses (as defined under the Internal Revenue Code) and each joint Owner is considered to be a “Covered Life.”

The Owners cannot be subsequently changed and new Owners cannot be added.  Upon death of either joint Owner, the surviving joint Owner will be treated as the primary Beneficiary and all other Beneficiaries will be treated as contingent Beneficiaries.  The For Life Guarantee will not apply to these contingent Beneficiaries, as they are not Covered Lives.

This GMWB is available on a limited basis under non-qualified Contracts for certain kinds of legal entities, such as (i) custodial accounts where the spouses are the joint Annuitants and (ii) trusts where the spouses are the sole beneficial owners, and the For Life Guarantee is based on the Annuitant's life who dies last.

Tax-qualified Contracts cannot be issued to joint Owners and require the Owner and Annuitant to be the same person.  Under a tax-qualified Contract, the election of this GMWB requires the Owner and primary Beneficiary to be spouses (as defined in the Internal Revenue Code). The Owner and only the primary spousal Beneficiary named at the election of this GMWB under a tax-qualified Contract will also each be considered a Covered Life, and these Covered Lives cannot be subsequently changed.

In certain circumstances we may permit the elimination of a joint Owner Covered Life or primary spousal Beneficiary Covered Life in the event of divorce.  In such cases, new Covered Lives may not be named.

For tax-qualified Contracts, the Owner and primary spousal Beneficiary cannot be changed while both are living.  If the Owner dies first, the primary spousal Beneficiary will become the Owner upon Spousal Continuation and he or she may name a Beneficiary; however, that Beneficiary is not considered a Covered Life.  Likewise, if the primary spousal Beneficiary dies first, the Owner may name a new Beneficiary; however, that Beneficiary is also not considered a Covered Life and consequently the For Life Guarantee will not apply to the new Beneficiary.

For both non-qualified and tax-qualified Contracts, this GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The lifetime of the last surviving Covered Life if the For Life Guarantee is in effect;

The For Life Guarantee becomes effective on the Contract Anniversary on or immediately following the youngest Covered Life attaining the age of 59 1/2.  If the youngest Covered Life is 59 1/2 years old or older on the endorsement's effective date, then the For Life Guarantee is effective when this GMWB is added to the Contract.  The For Life Guarantee remains effective until the date this endorsement is terminated, as described below, or until the Continuation Date on which a spousal Beneficiary who is not a Covered Life continues this GMWB endorsement under spousal continuation.

So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.

Or

Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.

The GWB is the guaranteed amount available for future periodic withdrawals.

Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Covered Lives 45 to 80 years old (proof of age is required and both Covered Lives must be within the eligible age range).  This GMWB may be added to a Contract on the Issue Date or on any Contract Anniversary and cannot be canceled except by a spousal Beneficiary who is not a Covered Life, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  To continue joint GMWB coverage upon the death of the Owner (or the death of either joint Owner of a non-qualified Contract), provided that the other Covered Life is still living, the Contract must be continued by election of Spousal Continuation.  Upon continuation, the spouse becomes the Owner and obtains all rights as the Owner.

At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract). Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to
the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up, the application of the GWB adjustment or the application of any bonus), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void unless this GMWB is continued by a spousal beneficiary who is a Covered Life.  However, it is possible for this GMWB to be continued without the For Life Guarantee by a spousal Beneficiary who is not a Covered Life.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the youngest Covered Life's attained age at the time of the first withdrawal.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)

If this GMWB was added to your Contract on or after January 12, 2009, the GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 62
4%
63 – 74
5%
75 – 80
6%
81+
7%

If this GMWB was added to your Contract before January 12, 2009, the GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 74
5%
75 – 80
6%
81+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  The tables below clarify what happens in either instance.  (RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  There is no RMD for non-qualified Contracts.)  In addition, if the For Life Guarantee is not yet in effect, withdrawals that cause the Contract Value to reduce to zero void the For Life Guarantee.  See “Contract Value is Zero” below for more information.

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.

The GAWA is generally not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable, unless the For Life Guarantee is not in effect and the GWB is nearly depleted, resulting in a GWB that is less than the GAWA.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to the lesser of:
 
· The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal, Or
 
· The GWB after the withdrawal.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Covered Life is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of either Covered Life falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Guaranteed Withdrawal Balance Adjustment.  If this GMWB was added to your Contract on or after October 6, 2008 and no withdrawals are taken from the Contract on or prior to the GWB Adjustment Date (as defined below), then you will receive a GWB adjustment.

The GWB Adjustment Date is the later of:

The Contract Anniversary on or immediately following the youngest Covered Life's 70th birthday, Or
 
The 10th Contract Anniversary following the effective date of this endorsement.

The GWB adjustment is determined as follows:

On the effective date of this endorsement, the GWB adjustment is equal to 200% of the GWB, subject to a maximum of $5,000,000.
 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus 200% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)
 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the GWB adjustment.  No adjustments are made to the Bonus Base or the Benefit Determination Baseline (explained below).  Once the GWB is re-set, this GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the GWB Adjustment Date, this GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of this GWB adjustment provision.)

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  On each Contract Anniversary following the effective date of this GMWB, if the highest quarterly Contract Value is greater than the GWB, the GWB will be automatically re-set to the highest quarterly Contract Value (a “Step-Up”).

If this GMWB was added to your Contract on or after October 6, 2008, then, in addition to an increase in the GWB, a Step-Up allows for a potential increase in the GAWA percentage in the event that the Step-Up occurs after the first withdrawal.  The value used to determine whether the GAWA percentage will increase upon Step-Up is called the Benefit Determination Baseline (BDB).  The BDB equals initial premium net of any applicable premium taxes, if this GMWB is elected at issue, or the Contract Value on the Contract Anniversary on which the endorsement is added, if elected after issue.

Upon Step-Up, if the highest quarterly Contract Value is greater than the BDB and the Step-Up occurs after the first withdrawal, the GAWA percentage will be re-determined based on the youngest Covered Life's attained age.  If an age band is crossed, the GAWA percentage will be increased.  For example, assume the youngest Covered Life was age 73 at the time of the first withdrawal resulting in, according to the table above, a GAWA percentage of 5%.  Also assume that, when the youngest Covered Life is age 76, a Step-Up occurs and the highest quarterly Contract Value is greater than the BDB; in that case, the GAWA percentage will be re-determined based on the youngest Covered Life's attained age of 76, resulting in a new GAWA percentage of 6%.

Upon Step-Up, if the highest quarterly Contract Value is not greater than the BDB, the GAWA percentage remains unchanged regardless of whether an age band has been crossed.

In the event that the highest quarterly Contract Value is greater than the BDB, the BDB is set equal to the highest quarterly Contract Value.

Withdrawals do not affect the BDB.  Subsequent premium payments increase the BDB by the amount of the premium net of any applicable premium taxes. In addition, unlike the GWB, the BDB is not subject to any maximum amount.  Therefore, it is possible for the BDB to be more than $5 million.

With a Step-Up
The GWB equals the highest quarterly Contract Value (subject to a $5 million maximum).
 
If this GMWB was added to your Contract on or after October 6, 2008 and the highest quarterly Contract Value is greater than the BDB prior to the Step-Up, then the BDB is set to equal the highest quarterly Contract Value (not subject to any maximum amount); and, if the Step-Up occurs after the first withdrawal, the GAWA percentage is recalculated based on the attained age of the youngest Covered Life.
 
 
The GAWA percentage will not be recalculated upon step-ups following Spousal Continuation if the spouse electing Spousal Continuation is not a Covered Life.
 
For all Contracts to which this GMWB is added, if the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

The highest quarterly Contract Value equals the highest of the quarterly adjusted Contract Values from the four most recent Contract Quarterly Anniversaries, including the Contract Anniversary upon which the Step-Up is determined.  The quarterly adjusted Contract Value equals the Contract Value on the Contract Quarterly Anniversary, plus any premium paid subsequent to that Contract Quarterly Anniversary, net of any applicable premium taxes, adjusted for any partial withdrawals taken subsequent to that Contract Quarterly Anniversary.

Partial withdrawals will affect the quarterly adjusted Contract Value as follows:

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value before the withdrawal less the withdrawal; Or
 
 
Zero.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as
applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see above), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.

FOR CONTRACTS TO WHICH THIS GMWB WAS ADDED ON OR AFTER OCTOBER 6, 2008, PLEASE NOTE: Withdrawals from the Contract reduce the GWB and highest quarterly Contract Value but do not affect the BDB.  In the event of withdrawals, the BDB remains unchanged.  Therefore, because the highest quarterly Contract Value must be greater than the BDB prior to Step-Up in order for the GAWA percentage to increase, a GAWA percentage increase may become less likely when continuing withdrawals are made from the Contract.

Upon Step-Up on or after the 5th Contract Anniversary (11th Contract Anniversary if this endorsement is added to the Contract before January 12, 2009) following the effective date of this GMWB, the GMWB charge may be increased, subject to the maximum annual charge of 1.86%.  You will be notified in advance of a GMWB Charge increase and may elect to discontinue the automatic step-ups.  Such election must be received in Good Order prior to the Contract Anniversary.  You may subsequently elect to reinstate the Step-Up provision at the then current GMWB Charge.  All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The GWB can never be more than $5 million with a Step-Up.  However, the BDB is not subject to a $5 million maximum; therefore, it is still possible for the GAWA percentage to increase even when the GWB has hit its $5 million maximum because automatic Step-Ups still occur if the highest quarterly Contract Value is greater than the BDB.  For example, assume the GWB and BDB are equal to $5 million prior to a Step-Up.  Also assume that the GAWA percentage is 5% and the GAWA is $250,000.  If, at the time of Step-Up, the highest quarterly Contract Value is $6 million, a Step-Up will occur.  The GWB will remain at its maximum of $5 million but the BDB will be set equal to $6 million.  If an age band has been crossed and the GAWA percentage for the youngest Covered Life’s attained age is 6%, then the GAWA will be equal to $300,000 (6% x $5 million).
Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon the death of the sole Owner of a qualified Contract or the death of either joint Owner of a non-qualified Contract while the Contract is still in force, this GMWB terminates without value.  Please see the information beginning on page 102 regarding the required ownership and beneficiary structure under both qualified and non-qualified Contracts when selecting the Joint For Life GMWB With Bonus and Annual Step-Up benefit.

Contract Value Is Zero.  With this GMWB, in the event the Contract Value is zero, the Owner will receive annual payments of the GAWA until the death of the last surviving Covered Life, so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  If the For Life Guarantee is not in effect, the Owner will receive annual payments of the GAWA until the earlier of the death of the Owner (or the death of any joint Owner) or the date the GWB, if any, is depleted, so long as the Contract is still in the accumulation phase.  The last payment will not exceed the remaining GWB at the time of payment.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the youngest Covered Life's attained age at the time the Contract Value falls to zero and the GAWA will be equal to the GAWA percentage multiplied to the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.

Payments are made on the periodic basis you elect, but no less frequently than annually.  Upon death of the last surviving Covered Life, all rights under the Contract cease.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no death benefit is payable, including the optional enhanced death benefit.

Spousal Continuation.  In the event of the Owner's (or either joint Owner's) death, the surviving spousal beneficiary may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal Beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
If the surviving spouse is a Covered Life, then the For Life Guarantee remains effective on and after the Continuation Date.
 
If the surviving spouse is not a Covered Life, the For Life Guarantee is null and void.  However, the surviving spouse will be entitled to make withdrawals until the GWB is exhausted.
 
   
For a surviving spouse who is a Covered Life, continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee.  The For Life Guarantee is not a separate guarantee and only applies if the related GMWB has not terminated. 
 
   
If the surviving spouse is a Covered Life and the GWB adjustment provision is in force on the continuation date then the provision will continue to apply in accordance with the GWB adjustment provision rules above.  The GWB adjustment date will continue to be based on the original effective date of the endorsement or the youngest Covered Life's attained age, as applicable.
 
If the surviving spouse is not a Covered Life, the GWB adjustment is null and void.
 
   
Step-Ups will continue as permitted in accordance with the Step-Up rules above.
 
   
Contract Anniversaries will continue to be based on the original Contract's Issue Date.
 
   
If the surviving spouse is a Covered Life, the GAWA percentage will continue to be calculated and/or recalculated based on the youngest Covered Life's attained age.
 
   
If the surviving spouse is not a Covered Life and if the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age on the continuation date.  The GAWA percentage will not change on future Step-Ups.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to “Annuitization” subsection below for information regarding the additional Income Options available on the Latest Income Date.
 
   
A new joint Owner may not be added in a non-qualified Contract if a surviving spouse continues the Contract.
 
Continue the Contract without this GMWB (GMWB is terminated) if the surviving spouse is not a Covered Life.  Thereafter, no GMWB charge will be assessed.  If the surviving spouse is a Covered Life, the Contract cannot be continued without this GMWB.
 
Add another GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the spousal Beneficiary's eligibility, and provided that this GMWB was terminated on the Continuation Date.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
   
In surrendering your Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under this GMWB.
 
Conversion of this GMWB (if conversion is permitted);
 
The date of death of the Owner (or either joint Owner), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB (continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee if the surviving spouse is a Covered Life);
 
The Continuation Date on a Contract if the spousal Beneficiary, who is not a Covered Life, elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

Joint Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of last surviving Covered Life.  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the last surviving Covered Life, and there is no provision for a death benefit payable to the Beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if both Covered Lives die before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal Beneficiary and the spousal Beneficiary is not a Covered Life in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The primary purpose of the bonus is to act as an incentive for you to defer taking withdrawals.  A bonus equal to 7% of the Bonus Base (defined below) will be applied to the GWB at the end of each Contract Year within the Bonus Period (also defined below) if no withdrawals are taken during that Contract Year.  The bonus enables the GWB and GAWA to increase in a given Contract Year (even during a down market relative to your Contract Value allocated to the Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  This description of the bonus feature is supplemented by the examples in Appendix E, particularly example 8.  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 7% of the Bonus Base, which is an amount that may vary after this GMWB is added to the Contract, as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium payment net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon step-up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 7% of the Bonus Base.
 
 
If the Bonus is applied after the first withdrawal (in a prior year), the GAWA is then recalculated, equaling the greater of the GAWA percentage multiplied by the new GWB or the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base, GWB adjustment or BDB.
 
The Bonus is only available during the Bonus Period.  If this GMWB is added to the Contract on or after October 6, 2008, the Bonus Period begins on the effective date of this GMWB endorsement.  In addition, the Bonus Period will re-start at the time the Bonus Base increases due to a Step-Up so long as the Step-Up occurs on or before the Contract Anniversary immediately following the youngest Covered Life's 80th birthday.  (See example below.)
 
The Bonus Period ends on the earlier of:
 
 
The tenth Contract Anniversary following (1) the effective date of the endorsement or (2) the most recent increase to the Bonus Base due to a Step-Up, if later; or
 
 
The date the Contract Value is zero.
 
The Bonus Base will continue to be calculated even after the Bonus Period expires.  Therefore, it is possible for the Bonus Period to expire and then re-start on a later Contract Anniversary if the Bonus Base increases due to a Step-Up.
 
The purpose of the re-start provision is to extend the period of time over which the Owner is eligible to receive a bonus.  For example, assume this GMWB was added to a Contract on December 1, 2008.  At that time, the bonus period is scheduled to expire on December 1, 2018 (which is the tenth Contract Anniversary following the effective date of the endorsement).  If a Step-Up increasing the Bonus Base occurs on the third Contract Anniversary following the effective date of the endorsement (December 1, 2011), and the youngest Covered Life is younger than age 80, the Bonus Period will re-start and will be scheduled to expire on December 1, 2021.  Further, assuming that the next Bonus Base increase due to a Step-Up does not occur until December 1, 2023 (which is two years after the Bonus Period in this example expired) and that the youngest Covered Life is still younger than age 80 at that time, the Bonus Period would re-start on December 1, 2023, and would be scheduled to expire on December 1, 2033.  (Please also see Examples 6 and 7 in Appendix C for more information regarding the re-start provision.)
 
If this GMWB was added to the Contract before October 6, 2008, the Bonus Period runs from the date this GMWB was added to the Contract through the earliest of:
 
 
The tenth Contract Anniversary after the effective date of the endorsement;
 
 
The Contract Anniversary on or immediately following the youngest Covered Life's 81st birthday; or
 
 
The date Contract Value is zero.
 
If this GMWB was added to the Contract before October 6, 2008, there is no provision allowing the Bonus Period to restart.
 
Spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date.

For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up (“LifeGuard Freedom 6 GMWB”).  The following description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups and example 11 for the guaranteed withdrawal balance adjustment.  This GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

PLEASE NOTE:  EFFECTIVE OCTOBER 11, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The Owner's life (the “For Life Guarantee”) if the For Life Guarantee is in effect;
   
The For Life Guarantee is based on the life of the first Owner to die with joint Owners.  There are also other GMWB options for joint Owners that are spouses, as described below.
 
For the Owner that is a legal entity, the For Life Guarantee is based on the Annuitant's life (or the life of the first Annuitant to die if there is more than one Annuitant).
 
   
The For Life Guarantee becomes effective on the Contract Anniversary on or immediately following the Owner (or with joint Owners, the oldest Owner) attaining the age of 59 1/2.  If the Owner (or oldest Owner) is 59 1/2 years old or older on the endorsement's effective date, then the For Life Guarantee is effective when this GMWB is added to the Contract.  The For Life Guarantee remains effective until the date this endorsement is terminated, as described below, or until the Continuation Date on which this GMWB endorsement is continued under spousal continuation.
   
So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.
 
Or
 
   
Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.
 
   
The GWB is the guaranteed amount available for future periodic withdrawals.
 
Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners 45 to 80 years old (proof of age is required); may be added to a Contract on the Issue Date or any Contract Anniversary; and once added cannot be canceled except by a Beneficiary who is the Owner's spouse, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  We allow ownership changes of a Contract with this GMWB when the Owner is a legal entity – to another legal entity or the Annuitant.   In certain circumstances, we may permit the elimination of a joint Owner in the event of a divorce.   Otherwise, ownership changes are not allowed.  When the Owner is a legal entity, changing Annuitants is not allowed.  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up, the application of a GWB adjustment or the application of any bonus), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void.  However, this GMWB might be continued by a spousal Beneficiary without the For Life Guarantee.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the Owner's attained age at the time of the first withdrawal.  If there are joint Owners, the GAWA percentage is based on the attained age of the oldest joint Owner.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 64
4%
65 – 74
5%
75 – 80
6%
81+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals will also cause the GAWA to be recalculated if the withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  In such case, the recalculation of the GAWA will occur whether or not the For Life Guarantee is in effect.  If the GWB is less than the GAWA at the end of any Contract Year and the For Life Guarantee is not in effect, the GAWA will be set equal to the GWB.  This may occur, when over time, payment of the guaranteed withdrawals is nearly complete, the For Life Guarantee is not in effect and the GWB has been depleted to a level below the GAWA.  The tables below clarify what happens in each instance.  (RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  There is no RMD for non-qualified Contracts.)  In addition, if the For Life Guarantee is not yet in effect, withdrawals that cause the Contract Value to reduce to zero void the For Life Guarantee.  See “Contract Value is Zero” below for more information.

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description. Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA is unchanged.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  The GAWA will be reduced at the end of a Contract Year to equal the GWB if the For Life Guarantee is not in effect and the GWB is nearly depleted, resulting in a GWB that is less than the GAWA.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
The GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.

The Excess Withdrawal is defined to be the lesser of:

 
The total amount of the current partial withdrawal, or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Owner is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of the Owner (or oldest joint Owner) falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Guaranteed Withdrawal Balance Adjustment.  If no withdrawals are taken from the Contract on or prior to the GWB Adjustment Date (as defined below), then you will receive a GWB adjustment.

The GWB Adjustment Date is the later of:

 
The Contract Anniversary on or immediately following the Owner's (or oldest joint Owner's) 70th birthday,

 
Or

 
The 10th Contract Anniversary following the effective date of this endorsement.

The GWB adjustment is determined as follows:

 
On the effective date of this endorsement, the GWB adjustment is equal to 200% of the GWB, subject to a maximum of $5,000,000.

 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus 200% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the GWB adjustment.  No adjustments are made to the Bonus Base or the Benefit Determination Baseline (explained below).  Once the GWB is re-set, this GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the GWB Adjustment Date, this GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of this 200% GWB adjustment provision.)

 
Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  On each Contract Anniversary following the effective date of this GMWB, if the Contract Value is greater than the GWB, the GWB will be automatically re-set to the Contract Value (a “Step-Up”).

In addition to an increase in the GWB, a Step-Up allows for a potential increase in the GAWA percentage in the event that the Step-Up occurs after the first withdrawal.  The value used to determine whether the GAWA percentage will increase upon Step-Up is called the Benefit Determination Baseline (BDB).  The BDB equals initial premium net of any applicable premium taxes, if this GMWB is elected at issue, or the Contract Value on the Contract Anniversary on which the endorsement is added, if elected after issue.

Upon Step-Up, if the Contract Value is greater than the BDB and the Step-Up occurs after the first withdrawal, the GAWA percentage will be re-determined based on the Owner's attained age.  If an age band is crossed, the GAWA percentage will be increased.  For example, assume an Owner was age 73 at the time of the first withdrawal resulting in, according to the table above, a GAWA percentage of 5%.  Also assume that, when the Owner is age 76, a Step-Up occurs and the Contract Value is greater than the BDB; in that case, the GAWA percentage will be re-determined based on the Owner's attained age of 76, resulting in a new GAWA percentage of 6%.

Upon Step-Up, if the Contract Value is not greater than the BDB, the GAWA percentage remains unchanged regardless of whether an age band has been crossed.

In the event that the Contract Value is greater than the BDB, the BDB is set equal to the Contract Value.  The purpose of this re-set is to increase the BDB that will be used to determine whether the GAWA percentage will increase upon a future Step-Up if an age band is crossed.

Withdrawals do not affect the BDB.  Subsequent premium payments increase the BDB by the amount of the premium net of any applicable premium taxes.  In addition, unlike the GWB, the BDB is not subject to any maximum amount.  Therefore, it is possible for the BDB to be more than $5 million.

With a Step-Up
The GWB equals the Contract Value (subject to a $5 million maximum).
 
If the Contract Value is greater than the BDB prior to the Step-Up, then the BDB is set to equal the Contract Value (not subject to any maximum amount); and, if the Step-Up occurs after the first withdrawal, the GAWA percentage is recalculated based on the attained age of the Owner.
 
 
If there are joint Owners, the GAWA percentage is recalculated based on the oldest joint Owner.
 
 
The GAWA percentage will not be recalculated upon step-ups following Spousal Continuation.
 
For all Contracts to which this GMWB is added, if the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

PLEASE NOTE: Withdrawals from the Contract reduce the GWB and Contract Value but do not affect the BDB.  In the event of withdrawals, the BDB remains unchanged.  Therefore, because the Contract Value must be greater than the BDB prior to Step-Up in order for the GAWA percentage to increase, a GAWA percentage increase may become less likely when continuing withdrawals are made from the Contract.

Upon Step-Up on or after the 5th Contract Anniversary following the effective date of this GMWB, the GMWB charge may be increased, subject to the maximum annual charge of 1.50%. You will be notified in advance of a GMWB Charge increase and may elect to discontinue the automatic step-ups.  Such election must be received in Good Order prior to the Contract Anniversary.  Please be aware that election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  (Please see the “Bonus” subsection below for more information.)  Also know that you may subsequently elect to reinstate the Step-Up provision together with the GWB bonus provision at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The GWB can never be more than $5 million with a Step-Up. However, the BDB is not subject to a $5 million maximum; therefore, it is still possible for the GAWA percentage to increase even when the GWB has hit its $5 million maximum because automatic Step-Ups still occur if the Contract Value is greater than the BDB.  For example, assume the GWB and BDB are equal to $5 million prior to a Step-Up.  Also assume that the GAWA percentage is 5% and the GAWA is $250,000.  If, at the time of Step-Up, the Contract Value is $6 million, a Step-Up will occur.  The GWB will remain at its maximum of $5 million but the BDB will be set equal to $6 million.  If an age band has been crossed and the GAWA percentage for the Owner’s attained age is 6%, then the GAWA will be equal to $300,000 (6% x $5 million).

Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up. Upon Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon your death (or the first Owner's death with joint Owners) while the Contract is still in force, this GMWB terminates without value.

Contract Value Is Zero.  With this GMWB, in the event the Contract Value is zero, the Owner will receive annual payments of the GAWA until the death of the Owner (or the death of any joint Owner), so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  If the For Life Guarantee is not in effect, the Owner will receive annual payments of the GAWA until the earlier of the death of the Owner (or the death of any joint Owner) or the date the GWB, if any, is depleted, so long as the Contract is still in the accumulation phase.  The last payment will not exceed the remaining GWB at the time of payment.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the Owner's (or oldest joint Owner's) attained age at the time the Contract Value falls to zero and the GAWA will be equal to the GAWA percentage multiplied to the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
The GAWA is unchanged.

Payments are made on the periodic basis you elect, but no less frequently than annually.  If you die, all rights under your Contract cease.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no death benefit is payable, including the optional enhanced death benefit.

Spousal Continuation.  In the event of the Owner's death (or the first Owner's death with joint Owners), the Beneficiary who is the Owner's spouse may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal Beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
Upon the Owner's death, the For Life Guarantee is void.
 
   
Only the GWB is payable while there is value to it (until depleted).
 
   
The GWB adjustment provision is void.
 
   
Step-Ups will continue as permitted in accordance with the Step-Up rules above.
 
   
Contract Anniversaries will continue to be based on the Contract's Issue Date.
 
   
If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the original Owner's (or oldest joint Owner's) attained age on the continuation date.  The GAWA percentage will not change on future Step-Ups, even if the Contract Value exceeds the BDB.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to “Annuitization” subsection below for information regarding the availability of the “Specified Period Income of the GAWA” option if the GWB has been continued by a spousal Beneficiary upon the death of the original Owner.
 
Continue the Contract without this GMWB (GMWB is terminated).
 
Add this GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the Beneficiary's eligibility – whether or not the spousal Beneficiary terminated the GMWB in continuing the Contract.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
   
In surrendering your Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under this GMWB.
 
Conversion of this GMWB (if conversion is permitted);
 
The date of the Owner's death (or the first Owner's death with joint Owners), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The Continuation Date if the spousal Beneficiary elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of the Owner (or, with joint Owners, the lifetime of joint Owner who dies first).  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the Owner (or the first Owner's death with joint Owners), and there is no provision for a death benefit payable to the Beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if the Owner dies before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal Beneficiary upon the death of the original Owner, in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The primary purpose of the bonus is to act as an incentive for you to defer taking withdrawals.  A bonus equal to 6% of the Bonus Base (defined below) will be applied to the GWB at the end of each Contract Year within the Bonus Period (also defined below) if no withdrawals are taken during that Contract Year.  The bonus enables the GWB and GAWA to increase in a given Contract Year (even during a down market relative to your Contract Value allocated to the Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  This description of the bonus feature is supplemented by the examples in Appendix C, particularly example 8.  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 6% of the Bonus Base, which is an amount that may vary after this GMWB is added to the Contract, as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium payment net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon step-up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 6% of the Bonus Base.
 
 
If the Bonus is applied after the first withdrawal (in a prior year), the GAWA is then recalculated, equaling the greater of the GAWA percentage multiplied by the new GWB or the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base, GWB adjustment or BDB.
 
The Bonus is only available during the Bonus Period. The Bonus Period begins on the effective date of this GMWB endorsement.  In addition, the Bonus Period will re-start at the time the Bonus Base increases due to a Step-Up so long as the Step-Up occurs on or before the Contract Anniversary immediately following the Owner’s (if Joint Owners, the oldest Owner’s) 80th birthday.  (See example below.)
 
The Bonus Period ends on the earlier of:
 
 
The tenth Contract Anniversary following (1) the effective date of the endorsement or (2) the most recent increase to the Bonus Base due to a Step-Up, if later; or
 
 
The date the Contract Value is zero.
 
The Bonus Base will continue to be calculated even after the Bonus Period expires.  Therefore, it is possible for the Bonus Period to expire and then re-start on a later Contract Anniversary if the Bonus Base increases due to a Step-Up.
 
The purpose of the re-start provision is to extend the period of time over which the Owner is eligible to receive a bonus.  For example, assume this GMWB was added to a Contract on December 1, 2008.  At that time, the bonus period is scheduled to expire on December 1, 2018 (which is the tenth Contract Anniversary following the effective date of the endorsement).  If a Step-Up increasing the Bonus Base occurs on the third Contract Anniversary following the effective date of the endorsement (December 1, 2011), and the Owner is younger than age 80, the Bonus Period will re-start and will be scheduled to expire on December 1, 2021.  Further, assuming that the next Bonus Base increase due to a Step-Up does not occur until December 1, 2023 (which is two years after the Bonus Period in this example expired) and that the Owner is still younger than age 80 at that time, the Bonus Period would re-start on December 1, 2023, and would be scheduled to expire on December 1, 2033.  (Please also see Examples 6 and 7 in Appendix C for more information regarding the re-start provision.)
 
Spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up (“LifeGuard Freedom 6 GMWB With Joint Option”). The description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups, example 10 for the For Life guarantees and example 11 for the guaranteed withdrawal balance adjustment. 

PLEASE NOTE:  EFFECTIVE OCTOBER 11, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The election of this GMWB under a non-qualified Contract requires the joint Owners to be spouses (as defined under the Internal Revenue Code) and each joint Owner is considered to be a “Covered Life.”

The Owners cannot be subsequently changed and new Owners cannot be added.  Upon death of either joint Owner, the surviving joint Owner will be treated as the primary Beneficiary and all other Beneficiaries will be treated as contingent Beneficiaries.  The For Life Guarantee will not apply to these contingent Beneficiaries, as they are not Covered Lives.

This GMWB is available on a limited basis under non-qualified Contracts for certain kinds of legal entities, such as (i) custodial accounts where the spouses are the joint Annuitants and (ii) trusts where the spouses are the sole beneficial owners, and the For Life Guarantee is based on the Annuitant's life who dies last.

Tax-qualified Contracts cannot be issued to joint Owners and require the Owner and Annuitant to be the same person.  Under a tax-qualified Contract, the election of this GMWB requires the Owner and primary Beneficiary to be spouses (as defined in the Internal Revenue Code).  The Owner and only the primary spousal Beneficiary named at the election of this GMWB under a tax-qualified Contract will also each be considered a Covered Life, and these Covered Lives cannot be subsequently changed.

In certain circumstances we may permit the elimination of a joint Owner Covered Life or primary spousal Beneficiary Covered Life in the event of divorce.  In such cases, new Covered Lives may not be named.

For tax-qualified Contracts, the Owner and primary spousal Beneficiary cannot be changed while both are living.  If the Owner dies first, the primary spousal Beneficiary will become the Owner upon Spousal Continuation and he or she may name a Beneficiary; however, that Beneficiary is not considered a Covered Life.  Likewise, if the primary spousal Beneficiary dies first, the Owner may name a new Beneficiary; however, that Beneficiary is also not considered a Covered Life and consequently the For Life Guarantee will not apply to the new Beneficiary.

For both non-qualified and tax-qualified Contracts, this GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The lifetime of the last surviving Covered Life if the For Life Guarantee is in effect;

The For Life Guarantee becomes effective on the Contract Anniversary on or immediately following the youngest Covered Life attaining the age of 59 1/2.  If the youngest Covered Life is 59 1/2 years old or older on the endorsement's effective date, then the For Life Guarantee is effective when this GMWB is added to the Contract.  The For Life Guarantee remains effective until the date this endorsement is terminated, as described below, or until the Continuation Date on which a spousal Beneficiary who is not a Covered Life continues this GMWB endorsement under spousal continuation.

So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event Contract Value is reduced to zero.
Or

Until all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.

The GWB is the guaranteed amount available for future periodic withdrawals.

Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Covered Lives 45 to 80 years old (proof of age is required and both Covered Lives must be within the eligible age range).  This GMWB may be added to a Contract on the Issue Date or on any Contract Anniversary and cannot be canceled except by a spousal Beneficiary who is not a Covered Life, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  To continue joint GMWB coverage upon the death of the Owner (or the death of either joint Owner of a non-qualified Contract), provided that the other Covered Life is still living, the Contract must be continued by election of Spousal Continuation.  Upon continuation, the spouse becomes the Owner and obtains all rights as the Owner.

At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).   Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

When this GMWB is added to
the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up, the application of a GWB adjustment or the application of any bonus), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void unless this GMWB is continued by a spousal Beneficiary who is a Covered Life.  However, it is possible for this GMWB to be continued without the For Life Guarantee by a spousal Beneficiary who is not a Covered Life.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the youngest Covered Life's attained age at the time of the first withdrawal.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
45 – 64
4%
65 – 74
5%
75 – 80
6%
         81+
               7%

Withdrawals cause the GWB to be recalculated.  Withdrawals will also cause the GAWA to be recalculated if the withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  In such case, the recalculation of the GAWA will occur whether or not the For Life Guarantee is in effect.  If the GWB is less than the GAWA at the end of any Contract Year and the For Life Guarantee is not in effect, the GAWA will be set equal to the GWB.  This may occur, when over time, payment of the guaranteed withdrawals is nearly complete, the For Life Guarantee is not in effect and the GWB has been depleted to a level below the GAWA.  The tables below clarify what happens in each instance.  (RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  There is no RMD for non-qualified Contracts.)  In addition, if the For Life Guarantee is not yet in effect, withdrawals that cause the Contract Value to reduce to zero void the For Life Guarantee.  See “Contract Value is Zero” below for more information.

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description. Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
The GAWA is unchanged.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  The GAWA will be reduced at the end of a Contract Year to equal the GWB if the For Life Guarantee is not in effect and the GWB is nearly depleted, resulting in a GWB that is less than the GAWA.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced. Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as
applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
The GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.

The Excess Withdrawal is defined to be the lesser of:

 
The total amount of the current partial withdrawal, or

 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Covered Life is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  Any future GAWA percentage recalculation will be based on the correct age.  If the age at election of either Covered Life falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

Guaranteed Withdrawal Balance Adjustment.  If no withdrawals are taken from the Contract on or prior to the GWB Adjustment Date (as defined below), then you will receive a GWB adjustment.

The GWB Adjustment Date is the later of:

 
The Contract Anniversary on or immediately following the youngest Covered Life's 70th birthday, Or

 
The 10th Contract Anniversary following the effective date of this endorsement.

The GWB adjustment is determined as follows:

 
On the effective date of this endorsement, the GWB adjustment is equal to 200% of the GWB, subject to a maximum of $5,000,000.

 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus 200% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the GWB adjustment is recalculated to equal the GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the GWB adjustment.  No adjustments are made to the Bonus Base or the Benefit Determination Baseline (explained below).  Once the GWB is re-set, this GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the GWB Adjustment Date, this GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of this 200% GWB adjustment provision.)

 
Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  On each Contract Anniversary following the effective date of this GMWB, if the Contract Value is greater than the GWB, the GWB will be automatically re-set to the Contract Value (a “Step-Up”).

In addition to an increase in the GWB, a Step-Up allows for a potential increase in the GAWA percentage in the event that the Step-Up occurs after the first withdrawal.  The value used to determine whether the GAWA percentage will increase upon Step-Up is called the Benefit Determination Baseline (BDB).  The BDB equals initial premium net of any applicable premium taxes, if this GMWB is elected at issue, or the Contract Value on the Contract Anniversary on which the endorsement is added, if elected after issue.

Upon Step-Up, if the Contract Value is greater than the BDB and the Step-Up occurs after the first withdrawal, the GAWA percentage will be re-determined based on the youngest Covered Life's attained age.  If an age band is crossed, the GAWA percentage will be increased.  For example, assume the youngest Covered Life was age 73 at the time of the first withdrawal resulting in, according to the table above, a GAWA percentage of 5%.  Also assume that, when the youngest Covered Life is age 76, a Step-Up occurs and the Contract Value is greater than the BDB; in that case, the GAWA percentage will be re-determined based on the youngest Covered Life's attained age of 76, resulting in a new GAWA percentage of 6%.

Upon Step-Up, if the Contract Value is not greater than the BDB, the GAWA percentage remains unchanged regardless of whether an age band has been crossed.

In the event that the Contract Value is greater than the BDB, the BDB is set equal to the Contract Value.  The purpose of this re-set is to increase the BDB that will be used to determine whether the GAWA percentage will increase upon a future Step-Up if an age band is crossed.

Withdrawals do not affect the BDB.  Subsequent premium payments increase the BDB by the amount of the premium net of any applicable premium taxes.  In addition, unlike the GWB, the BDB is not subject to any maximum amount.  Therefore, it is possible for the BDB to be more than $5 million.

With a Step-Up
The GWB equals the Contract Value (subject to a $5 million maximum).
 
If the Contract Value is greater than the BDB prior to the Step-Up, then the BDB is set to equal the Contract Value (not subject to any maximum amount); and, if the Step-Up occurs after the first withdrawal, the GAWA percentage is recalculated based on the attained age of the youngest Covered Life.
 
 
The GAWA percentage will not be recalculated upon step-ups following Spousal Continuation if the spouse electing Spousal Continuation is not a Covered Life.
 
For all Contracts to which this GMWB is added, if the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

PLEASE NOTE: Withdrawals from the Contract reduce the GWB and Contract Value but do not affect the BDB.  In the event of withdrawals, the BDB remains unchanged.  Therefore, because the Contract Value must be greater than the BDB prior to Step-Up in order for the GAWA percentage to increase, a GAWA percentage increase may become less likely when continuing withdrawals are made from the Contract.

Upon Step-Up on or after the 5th Contract Anniversary following the effective date of this GMWB, the GMWB charge may be increased, subject to the maximum annual charge of 1.86%.  You will be notified in advance of a GMWB Charge increase and may elect to discontinue the automatic step-ups.  Such election must be received in Good Order prior to the Contract Anniversary.  Please be aware that election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  (Please see the “Bonus” subsection below for more information.)  Also know that you may subsequently elect to reinstate the Step-Up provision together with the GWB bonus provision at the then current GMWB Charge.  All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

The GWB can never be more than $5 million with a Step-Up.  However, the BDB is not subject to a $5 million maximum; therefore, it is still possible for the GAWA percentage to increase even when the GWB has hit its $5 million maximum because automatic Step-Ups still occur if the Contract Value is greater than the BDB.  For example, assume the GWB and BDB are equal to $5 million prior to a Step-Up.  Also assume that the GAWA percentage is 5% and the GAWA is $250,000.  If, at the time of Step-Up, the Contract Value is $6 million, a Step-Up will occur.  The GWB will remain at its maximum of $5 million but the BDB will be set equal to $6 million.  If an age band has been crossed and the GAWA percentage for the youngest Covered Life’s attained age is 6%, then the GAWA will be equal to $300,000 (6% x $5 million).

Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up. Upon Step-Up, the applicable GMWB charge will be reflected in your confirmation.

Owner's Death.  The Contract's death benefit is not affected by this GMWB so long as Contract Value is greater than zero and the Contract is still in the accumulation phase.  Upon the death of the sole Owner of a qualified Contract or the death of either joint Owner of a non-qualified Contract while the Contract is still in force, this GMWB terminates without value.  Please see the information beginning on page 121 regarding the required ownership and beneficiary structure under both qualified and non-qualified Contracts when selecting the Joint For Life GMWB With Bonus and Annual Step-Up benefit.

Contract Value Is Zero.  With this GMWB, in the event the Contract Value is zero, the Owner will receive annual payments of the GAWA until the death of the last surviving Covered Life, so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  If the For Life Guarantee is not in effect, the Owner will receive annual payments of the GAWA until the earlier of the death of the Owner (or the death of any joint Owner) or the date the GWB, if any, is depleted, so long as the Contract is still in the accumulation phase.  The last payment will not exceed the remaining GWB at the time of payment.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the youngest Covered Life's attained age at the time the Contract Value falls to zero and the GAWA will be equal to the GAWA percentage multiplied to the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
 
Zero.
 
The GAWA is unchanged.

Payments are made on the periodic basis you elect, but no less frequently than annually.  Upon death of the last surviving Covered Life, all rights under the Contract cease.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no death benefit is payable, including the optional enhanced death benefit.

Spousal Continuation.  In the event of the Owner's (or either joint Owner's) death, the surviving spousal Beneficiary may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal Beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
If the surviving spouse is a Covered Life, then the For Life Guarantee remains effective on and after the Continuation Date.
 
If the surviving spouse is not a Covered Life, the For Life Guarantee is null and void.  However, the surviving spouse will be entitled to make withdrawals until the GWB is exhausted.
 
   
For a surviving spouse who is a Covered Life, continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee.  The For Life Guarantee is not a separate guarantee and only applies if the related GMWB has not terminated.
 
   
If the surviving spouse is a Covered Life and a GWB adjustment provision is in force on the continuation date then the provision will continue to apply in accordance with the applicable GWB adjustment provision rules above.  The GWB adjustment date will continue to be based on the original effective date of the endorsement or the youngest Covered Life's attained age, as applicable.
 
If the surviving spouse is not a Covered Life, any GWB adjustment is null and void.
 
   
Step-Ups will continue as permitted in accordance with the Step-Up rules above.
 
   
Contract Anniversaries will continue to be based on the original Contract's Issue Date.
 
   
If the surviving spouse is a Covered Life, the GAWA percentage will continue to be calculated and/or recalculated based on the youngest Covered Life's attained age.
 
   
If the surviving spouse is not a Covered Life and if the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age on the continuation date.  The GAWA percentage will not change on future Step-Ups.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to “Annuitization” subsection below for information regarding the additional Income Options available on the Latest Income Date.
 
   
A new joint Owner may not be added in a non-qualified Contract if a surviving spouse continues the Contract.
 
Continue the Contract without this GMWB (GMWB is terminated) if the surviving spouse is not a Covered Life.  Thereafter, no GMWB charge will be assessed.  If the surviving spouse is a Covered Life, the Contract cannot be continued without this GMWB.
 
Add another GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the spousal Beneficiary's eligibility, and provided that this GMWB was terminated on the Continuation Date.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination. This GMWB terminates subject to a prorated GMWB Charge assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:
 

The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
   
In surrendering your Contract, you will receive the Contract Value less any applicable charges and adjustments and not the GWB or the GAWA you would have received under this GMWB.
 
Conversion of this GMWB (if conversion is permitted);
 
The date of death of the Owner (or either joint Owner), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB (continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee if the surviving spouse is a Covered Life);
 
The Continuation Date on a Contract if the spousal Beneficiary, who is not a Covered Life, elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

Annuitization.

Joint Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of last surviving Covered Life.  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the last surviving Covered Life, and there is no provision for a death benefit payable to the Beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if both Covered Lives die before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal Beneficiary and the spousal Beneficiary is not a Covered Life in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The primary purpose of the bonus is to act as an incentive for you to defer taking withdrawals.  A bonus equal to 6% of the Bonus Base (defined below) will be applied to the GWB at the end of each Contract Year within the Bonus Period (also defined below) if no withdrawals are taken during that Contract Year.  The bonus enables the GWB and GAWA to increase in a given Contract Year (even during a down market relative to your Contract Value allocated to the Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  This description of the bonus feature is supplemented by the examples in Appendix C, particularly example 8.  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 6% of the Bonus Base, which is an amount that may vary after this GMWB is added to the Contract, as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium payment net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon step-up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 6% of the Bonus Base.
 
 
If the Bonus is applied after the first withdrawal (in a prior year), the GAWA is then recalculated, equaling the greater of the GAWA percentage multiplied by the new GWB or the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base, GWB adjustment or BDB.
 
The Bonus is only available during the Bonus Period.  The Bonus Period begins on the effective date of this GMWB endorsement.  In addition, the Bonus Period will re-start at the time the Bonus Base increases due to a Step-Up so long as the Step-Up occurs on or before the Contract Anniversary immediately following the youngest Covered Life's 80th birthday.  (See example below.)
 
The Bonus Period ends on the earlier of:
 
 
The tenth Contract Anniversary following (1) the effective date of the endorsement or (2) the most recent increase to the Bonus Base due to a Step-Up, if later; or
 
 
The date the Contract Value is zero.
 
The Bonus Base will continue to be calculated even after the Bonus Period expires.  Therefore, it is possible for the Bonus Period to expire and then re-start on a later Contract Anniversary if the Bonus Base increases due to a Step-Up.
 
The purpose of the re-start provision is to extend the period of time over which the Owner is eligible to receive a bonus.  For example, assume this GMWB was added to a Contract on December 1, 2008.  At that time, the bonus period is scheduled to expire on December 1, 2018 (which is the tenth Contract Anniversary following the effective date of the endorsement).  If a Step-Up increasing the Bonus Base occurs on the third Contract Anniversary following the effective date of the endorsement (December 1, 2011), and the youngest Covered Life is younger than age 80, the Bonus Period will re-start and will be scheduled to expire on December 1, 2021.  Further, assuming that the next Bonus Base increase due to a Step-Up does not occur until December 1, 2023 (which is two years after the Bonus Period in this example expired) and that the youngest Covered Life is still younger than age 80 at that time, the Bonus Period would re-start on December 1, 2023, and would be scheduled to expire on December 1, 2033.  (Please also see Examples 6 and 7 in Appendix C for more information regarding the re-start provision.)
 
Spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date.

For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select”).

This is a Guaranteed Minimum Withdrawal Benefit (GMWB) that guarantees the withdrawal of a minimum annual amount for the duration of the life of the Owner (or, in the case of joint Owners, until the death of the first Owner to die) regardless of the performance of the underlying investment options.  This benefit may be appropriate for those individuals who are looking for a number of features, within the GMWB, that may offer a higher level of guarantee and who are not averse to allowing Jackson to transfer assets between investment options, on a formulaic basis, in order to protect its risk.

PLEASE NOTE:  EFFECTIVE MAY 1, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The following description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups, example 8 for the bonus, example 11 for the guaranteed withdrawal balance adjustment and example 12 for transfer of assets.  This GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The Owner's life (the “For Life Guarantee”) if the For Life Guarantee is in effect;
 
   
The For Life Guarantee is based on the life of the first Owner to die with joint Owners.  There are also other GMWB options for joint Owners that are spouses, as described elsewhere in this prospectus.
 
For the Owner that is a legal entity, the For Life Guarantee is based on the Annuitant's life (or the life of the first Annuitant to die if there is more than one Annuitant).
 
   
The For Life Guarantee becomes effective when this GMWB is added to the Contract.
 
   
So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event the Contract Value is reduced to zero.
 
Or
 
   
If the For Life Guarantee is not in effect, until the earlier of (1) the death of the Owner (or any joint Owner) or (2) all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.
 
   
The GWB depends on when this GMWB is added to the Contract (as explained below).
 
Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners 55 to 80 years old (proof of age is required) and may be added to a Contract on the Issue Date or any Contract Anniversary.  At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  The Owner may terminate this GMWB on any Contract Anniversary but a request for termination must be received in writing in Good Order within 30 calendar days' prior to the Contract Anniversary.  This GMWB may also be terminated by a Beneficiary who is the Owner's spouse, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  We allow ownership changes of a Contract with this GMWB when the Owner is a legal entity – to another legal entity or the Annuitant.  Otherwise, ownership changes are not allowed.  When the Owner is a legal entity, changing Annuitants is not allowed.  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to
 the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Issue Date.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the Owner's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Anniversary on which the endorsement is added.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up, the application of the GWB adjustment or the application of any bonus), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void.  However, this GMWB may be continued by a spousal Beneficiary without the For Life Guarantee.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the Owner's attained age at the time of the first withdrawal.  If there are joint Owners, the GAWA percentage is based on the attained age of the oldest joint Owner.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
55 – 74
5%
75 – 84
6%
85+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  If the GWB falls below the GAWA, the GAWA will be reset to equal the GWB.  This may occur, when over time, payment of guaranteed withdrawals is nearly complete and the GWB has been depleted.  For GMWBs issued before September 28, 2009, the GAWA is reset to equal the GWB if the For Life Guarantee is not in effect and the GWB is less than the GAWA after any withdrawal.  For GMWBs issued on or after September 28, 2009, the GAWA will be reset to equal the GWB if the For Life Guarantee is not in effect and the GWB is less than the GAWA at the end of a Contract Year.  The tables below clarify what happens in each instance.  RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  (There is no RMD for non-qualified Contracts.)

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
For GMWBs issued before September 28, 2009, the GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.
 
 
For GMWBs issued on or after September 28, 2009, the GAWA is unchanged.  At the end of each Contract Year, if the GWB is less than the GAWA and the For Life Guarantee is not in effect, the GAWA is set equal to the GWB.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to :
 
· The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal (see below), Or
 
· For GMWBs issued before September 28, 2009, the GWB after the withdrawal, if less.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, Or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's standard death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Owner is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  If the age at election of the Owner (or oldest joint Owner) falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
 
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

200 % Guaranteed Withdrawal Balance Adjustment. (If this GMWB was added to your Contract before September 28, 2009, this endorsement provision was referred to as the “Guaranteed Withdrawal Balance Adjustment" and the "GWB Adjustment".)   If no withdrawals are taken from the Contract on or prior to the 200% GWB Adjustment Date (as defined below), then you will receive a 200% GWB adjustment.

The 200% GWB Adjustment Date is the later of:

 
The Contract Anniversary on or immediately following the Owner's (or oldest joint Owner's) 70th birthday,

 
Or

 
The 10th Contract Anniversary following the effective date of this endorsement.

The 200% GWB adjustment is determined as follows:

 
On the effective date of this endorsement, the 200% GWB adjustment is equal to 200% of the GWB, subject to a maximum of $5,000,000.

 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the 200% GWB adjustment is recalculated to equal the 200% GWB adjustment prior to the premium payment plus 200% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the 200% GWB adjustment is recalculated to equal the 200% GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the 200% GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the 200% GWB adjustment.  No adjustments are made to the Bonus Base or the GMWB Death Benefit.  Once the GWB is re-set, this 200% GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the 200% GWB Adjustment Date, this 200% GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of this 200% GWB adjustment provision.)

400 % Guaranteed Withdrawal Balance Adjustment.  If this GMWB was added to your Contract on or after September 28, 2009 and no withdrawals are taken from the Contract on or prior to the 400% GWB Adjustment Date (as defined below), then you will receive a 400% GWB adjustment.

The 400% GWB Adjustment Date is the 20th Contract Anniversary following the effective date of this endorsement.  The 400% GWB adjustment is determined as follows:

 
On the effective date of this endorsement, the 400% GWB adjustment is equal to 400% of the GWB, subject to a maximum of $5,000,000.

 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the 400% GWB adjustment is recalculated to equal the 400% GWB adjustment prior to the premium payment plus 400% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the 400% GWB adjustment is recalculated to equal the 400% GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the 400% GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the 400% GWB adjustment.  No adjustments are made to the Bonus Base or the GMWB Death Benefit.  Once the GWB is re-set, this 400% GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the 400% GWB Adjustment Date, this 400% GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of a 400% GWB adjustment provision.)

PLEASE NOTE: If you purchase this GMWB when you are 76 years old or older, you will be ineligible for the 400% GWB adjustment.  Since the 400% GWB Adjustment Date is the 20th Contract Anniversary following the effective date of this endorsement, and since the Latest Income Date (on which all benefits under this GMWB terminate) for this annuity Contract is the Contract Anniversary on or next following the date on which the Owner attains age 95, the 400% GWB Adjustment will be of no benefit to you unless you are 75 years old or younger when you purchase this GMWB.

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  On each Contract Anniversary following the effective date of this GMWB, if the highest quarterly Contract Value is greater than the GWB, the GWB will be automatically re-set to the highest quarterly Contract Value (a “Step-Up”).

With a Step-Up
The GWB equals the highest quarterly Contract Value (subject to a $5 million maximum).
 
If the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

The highest quarterly Contract Value equals the highest of the quarterly adjusted Contract Values from the four most recent Contract Quarterly Anniversaries, including the Contract Anniversary upon which the Step-Up is determined.  The quarterly adjusted Contract Value equals the Contract Value on the Contract Quarterly Anniversary, plus any premium paid subsequent to that Contract Quarterly Anniversary, net of any applicable premium taxes, adjusted for any partial withdrawals taken subsequent to that Contract Quarterly Anniversary.  When determining the quarterly adjusted Contract Value on a Contract Anniversary, the quarterly adjusted Contract Value will be determined prior to any automatic transfer, as required under this GMWB's Transfer of Assets provision (see below), occurring on the Contract Anniversary.

Partial withdrawals will affect the quarterly adjusted Contract Value as follows:

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value before the withdrawal less the withdrawal; Or
 
 
Zero.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see above), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.

Upon Step-Up on or after the 5th Contract Anniversary (11th Contract Anniversary if this endorsement is added to the Contract before September 28, 2009) following the effective date of this GMWB, the GMWB charge may be increased, subject to the maximum annual charge of 1.50% (1.20% if this endorsement is added to the Contract before September 28, 2009).  You will be notified in advance of a GMWB Charge increase and may elect to discontinue the automatic step-ups.  Such election must be received in Good Order prior to the Contract Anniversary.  Please be aware that, if this endorsement is added to the Contract on or after September 28, 2009, election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  (Please see the “Bonus” subsection below for more information.)  Also know that you may subsequently elect to reinstate the Step-Up provision (together with the GWB bonus provision, if this endorsement is added to the Contract on or after September 28, 2009) at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon Step-Up, the applicable GMWB charge will be reflected in your confirmation.

GMWB Death Benefit.  Upon the death of the Owner (or death of any joint Owner) while the Contract is still in force, the Contract's death benefit payable is guaranteed not to be less than the GMWB death benefit.  On the effective date of this GMWB endorsement, the GMWB death benefit is equal to the GWB.  With each subsequent Premium received after this endorsement is effective, the GMWB death benefit is recalculated to equal the GMWB death benefit prior to the premium plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5 million.

Partial withdrawals will affect the GMWB death benefit as follows:

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GMWB death benefit is equal to the greater of:
 
 
The GMWB death benefit before the withdrawal less the withdrawal; Or
 
 
Zero.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The GMWB death benefit is equal to the greater of:
 
 
The GMWB death benefit prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see above), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.

The GMWB death benefit is not adjusted upon Step-Up, the application of any bonus, or the application of the GWB adjustment.  The GMWB death benefit will terminate on the date the Contract Value is zero and no death benefit will be payable, including this Contract's standard death benefit or the optional death benefit.  The GMWB death benefit will also terminate and will not be included in any applicable continuation adjustment should this GMWB be continued through Spousal continuation of a Contract.

Transfer of Assets.  This GMWB requires automatic transfers between your elected Investment Divisions/guaranteed fixed account options and the GMWB Fixed Account in accordance with the non-discretionary formulas defined in the Transfer of Assets Methodology found in Appendix D.  The formulas are generally designed to mitigate the financial risks to which we are subjected by providing this GMWB's guarantees.  By electing this GMWB, you are giving control to us of all or a portion of your Contract Value.  By way of the non-discretionary formulas, we determine whether to make a transfer and the amount of any transfer.

Under this automatic transfer provision, we monitor your Contract Value each Contract Monthly Anniversary and, if necessary, systematically transfer amounts between your elected Investment Divisions/guaranteed fixed account options and the GMWB Fixed Account.  Amounts transferred to the GMWB Fixed Account will be transferred from each Investment Division/guaranteed fixed account option in proportion to their current value.  Transfers from guaranteed fixed account options will be subject to an excess interest adjustment, if applicable.  There is no excess interest adjustment on transfers from the GMWB Fixed Account.
 
 
Generally, automatic transfers to the GMWB Fixed Account from your elected Investment Divisions/guaranteed fixed account options will occur when your Contract Value declines due to withdrawals or negative investment returns.  However, there may be an automatic transfer to the GMWB Fixed Account even when you experience positive investment returns if your Contract Value does not sufficiently increase relative to the projected value of the benefits, as reflected in the use of the GAWA and annuity factors in the Liability calculation under the Transfer of Assets Methodology (see Appendix D for the Liability formula, the calculation of which is designed to represent the projected value of this GMWB's benefits).  In other words, any increase in the GAWA (due to, for example, a premium payment, a Step-Up, the application of any bonus or the application of the GWB adjustment) may also cause an automatic transfer to the GMWB Fixed Account from your elected Investment Divisions/guaranteed fixed account options.

For an example of how this Transfer of Assets provision and the non-discretionary formulas work, let us assume that, on your first Contract Monthly Anniversary, your annuity factor is 15.26, your GAWA is $6,000, your GMWB Fixed Account Contract Value is $0, your Separate Account Contract Value is $95,000 and your Fixed Account Contract Value is $5,000.  Your Liability would then be $91,560, which is your GAWA multiplied by your annuity factor.  Using the Liability amount, a ratio is then calculated that determines whether a transfer is necessary.  Generally, if the ratio is lower than 77%, funds will be transferred from the GMWB Fixed Account.  If the ratio is more than 83%, then funds are transferred to the GMWB Fixed Account.

In this example, the ratio is 91.56, which is the Liability amount ($91,560) minus any GMWB Fixed Account Contract Value ($0), then divided by the sum of the Separate Account Contract Value ($95,000) and the Fixed Account Contract Value ($5,000).  Since the ratio is more than the 83%, funds are transferred to the GMWB Fixed Account from the Investment Divisions and the Fixed Account.

Regarding the amount to be transferred when the ratio is above 83%, the amount is determined by taking the lesser of (a) the Separate Account Value plus the Fixed Account Contract Value; or (b) the Liability amount minus the GMWB Fixed Account Contract Value, less 80% of the Separate Account Value and the Fixed Account Contract Value, divided by 20% (1-80%).  Applying this calculation to our example, (a) would be $100,000 [$95,000 + $5,000] and (b) would be $57,800 [($91,560 - $0 - 0.80*($95,000 + $5,000)) / (1 - .80)] so the lesser of the two and, therefore, the amount transferred to the GMWB Fixed Account is $57,800.

To determine how much of the $57,800 transfer is taken from the Fixed Account and how much from the Investment Divisions, we multiply the transfer amount by the proportion of the Contract Value in each the Fixed Account and the Investment Divisions before the transfer.  That is, of the $100,000 total Contract Value in our example, 5% of it was in the Fixed Account ($5,000 /$100,000) and 95% of it was in the Investment Divisions ($95,000/$100,000); therefore, $2,890 ($57,800 multiplied by 5%) is transferred from the Fixed Account to the GMWB Fixed Account and $54,910 ($57,800 multiplied by 95%) is transferred from the Investment Divisions to the GMWB Fixed Account.  After the transfer in this example, the GMWB Fixed Account Contract Value is $57,800, the Separate Account Contract Value is $40,090 and the Fixed Account Contract Value is $2,110.

For more information regarding the example above and to see this Transfer of Assets Provision applied using other assumptions, please see Example 12 in Appendix C.  Please also see the Transfer of Assets Methodology in Appendix D, which contains the non-discretionary formulas.

By electing this GMWB, it is possible that a significant amount of your Contract Value – possibly your entire Contract Value – may be transferred to the GMWB Fixed Account.  It is also possible that amounts in the GMWB Fixed Account will never be transferred back to your elected Investment Divisions/guaranteed fixed account option.  If any of your Contract Value is automatically transferred to and held in the GMWB Fixed Account, less of your Contract Value may be allocated to the Investment Divisions, which will limit your participation in any market gains and limit the potential for any Step-Ups and increases in your GAWA.  If you are uncomfortable with the possibility of some or all of your Contract Value being automatically moved into the GMWB Fixed Account, this particular GMWB may not be appropriate for you.

Amounts transferred from the GMWB Fixed Account will be allocated to the Investment Divisions and guaranteed fixed account options according to your most recent allocation instructions on file with us.  The automatic transfers under this Transfer of Assets provision will not count against the 15 free transfers in a Contract Year.  No adjustment will be made to the GWB, GAWA, GWB adjustment, GMWB death benefit or Bonus Base as a result of these transfers.  You will receive a confirmation statement reflecting the automatic transfer of any Contract Value to and from the GMWB Fixed Account.

Once you purchase your Contract, the non-discretionary formulas are fixed and not subject to change.  However, we reserve the right to change the formulas for Contracts issued in the future.

Guaranteed Minimum Withdrawal Benefit Fixed Account.  A certain percentage of the value in your Contract, as explained above, may be allocated to the GMWB Fixed Account in accordance with non-discretionary formulas.  You may not allocate additional monies to the GMWB Fixed Account.  The Contract Value in the GMWB Fixed Account is credited with a specific interest rate.  The interest rate initially declared for each transfer to the GMWB Fixed Account will remain in effect for a period of not less than one year.  GMWB Fixed Account interest rates for subsequent periods may be higher or lower than the rates previously declared.  The interest rate is credited daily to the Contract Value in the GMWB Fixed Account and the rate may vary by state but will never be less than 3%.  Please contact us at the Annuity Service Center or contact your representative to obtain the currently declared GMWB Fixed Account interest rate for your state.  Our contact information is on the cover page of this prospectus.

Contract charges deducted from the guaranteed fixed account and Investment Divisions are also deducted from the GMWB Fixed Account in accordance with your Contract's provisions.  The deduction of charges may cause an automatic transfer under the Transfer of Assets provision. DCA, DCA+, Earnings Sweep and Automatic Rebalancing are not available to or from the GMWB Fixed Account.  There is no excess interest adjustment on transfers, withdrawals or deductions from the GMWB Fixed Account.  Transfers to and from the GMWB Fixed Account are automatic; you may not choose to transfer amounts to and from the GMWB Fixed Account.

Contract Value Is Zero.  With this GMWB, in the event the Contract Value is zero, the Owner will receive annual payments of the GAWA until the death of the Owner (or the death of any joint Owner), so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  If the For Life Guarantee is not in effect, the Owner will receive annual payments of the GAWA until the earlier of the death of the Owner (or the death of any joint Owner) or the date the GWB, if any, is depleted, so long as the Contract is still in the accumulation phase.  The last payment will not exceed the remaining GWB at the time of payment.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the Owner's (or oldest joint Owner's) attained age at the time the Contract Value falls to zero and the GAWA will be equal to the GAWA percentage multiplied to the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
For GMWBs issued before September 28, 2009, the GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.
 
 
For GMWBs issued on or after September 28, 2009, the GAWA is unchanged.  At the end of each Contract Year, if the GWB is less than the GAWA and the For Life Guarantee is not in effect, the GAWA is set equal to the GWB.

Payments are made on the periodic basis you elect, but no less frequently than annually.  If you die, all rights under your Contract cease.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no death benefit is payable, including the GMWB death benefit and the optional enhanced death benefit.

Spousal Continuation.  In the event of the Owner's death (or the first Owner's death with joint Owners), the Beneficiary who is the Owner's spouse may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal Beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
Upon the Owner's death, the For Life Guarantee is void.
 
   
Only the GWB is payable while there is value to it (until depleted).
 
   
The GMWB death benefit is void and will not be included in the continuation adjustment.
 
   
The GWB adjustment provision s are void.
 
   
The Bonus provision is void.
 
   
Step-Ups will continue as permitted; otherwise, the above rules for Step-Ups apply.
 
   
Contract Anniversaries will continue to be based on the Contract's Issue Date.
 
   
The Liability factors for the transfer of assets formulas (see Appendix D) will continue to be based on the duration since the effective date of the GMWB endorsement.
 
   
If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of death.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to the “Annuitization” subsection below for information regarding the availability of the “Specified Period Income of the GAWA” option if the GWB has been continued by a spousal Beneficiary upon the death of the original Owner.
 
   
The spousal Beneficiary may terminate the GMWB on any subsequent Contract Anniversary.
 
Continue the Contract without this GMWB (GMWB is terminated).
 
   
The GMWB death benefit will be included in the calculation of the Continuation Adjustment.
 
   
The GMWB Fixed Account value will be transferred to the Investment Divisions and guaranteed fixed account options based on the current premium allocation for the Contract.
 
Add this GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the Beneficiary's eligibility – whether or not the spousal Beneficiary terminated the GMWB in continuing the Contract.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge, when applicable, assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Contract Anniversary following the Company's receipt of the Owner's request for termination in Good Order;
 
The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
Conversion of this GMWB (if conversion is permitted);
 
The date of the Owner's death (or the first Owner's death with joint Owners), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The Continuation Date if the spousal Beneficiary elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

If this GMWB is terminated and the Contract remains in force, the GMWB Fixed Account value will be transferred to the Investment Divisions and guaranteed fixed account options based on the current premium allocation for the Contract.

Annuitization.

Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of the Owner (or, with joint Owners, the lifetime of joint Owner who dies first).  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the Owner (or the first Owner's death with joint Owners), and there is no provision for a death benefit payable to the Beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if the Owner dies before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the Owner's (or oldest joint Owner's) attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal Beneficiary upon the death of the original Owner, in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The description of the bonus feature is supplemented by the examples in Appendix C, particularly example 8.  The bonus is an incentive for you not to utilize this GMWB (take withdrawals) during a limited period of time, subject to conditions and limitations, allowing the GWB and GAWA to increase (even in a down market relative to your Contract Value allocated to any Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  The bonus is a percentage of a sum called the Bonus Base (defined below).  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 7% and is based on a sum that may vary after this GMWB is added to the Contract (the “Bonus Base”), as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon Step-Up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The Bonus is available for a limited time (the “Bonus Period”).  The Bonus Period begins on the effective date of this GMWB endorsement and will re-start at the time of a Bonus Base Step-Up if the Bonus Base increases due to the Step-Up and if the Step-Up occurs on or before the Contract Anniversary immediately following the Owner’s (if Joint Owners, the oldest Owner’s) 80th birthday.  The Bonus Period ends on the earlier of:
 
 
The tenth Contract Anniversary following the effective date of the endorsement or the most recent Bonus Base Step-Up, if later; or
 
 
The date the Contract Value is zero.
 
 
The Bonus Base will continue to be calculated even after the Bonus Period expires.  Therefore, it is possible for the Bonus Period to expire and then re-start at a later date if the Bonus Base increases due to a Step-Up.
 
This GWB Bonus provision is terminated when this GMWB is terminated or if this GMWB is continued through Spousal continuation of a Contract; Contract Anniversaries are based on the Contract's Issue Date.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 7% of the Bonus Base.
 
 
If the Bonus is applied after the first withdrawal, the GAWA is recalculated, equaling the greater of the GAWA percentage multiplied by the new GWB or the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base, GWB adjustment, or GMWB death benefit.

Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (“LifeGuard Select With Joint Option”).

This is a Guaranteed Minimum Withdrawal Benefit (GMWB) that guarantees the withdrawal of a minimum annual amount for the duration of the life of the Owner and the Owner's spouse regardless of the performance of the underlying investment options.  This benefit may be appropriate for those individuals who are looking for a number of features, within the GMWB, that may offer a higher level of guarantee and who are not averse to allowing Jackson to transfer assets between investment options, on a formulaic basis, in order to protect its risk.

PLEASE NOTE:  EFFECTIVE MAY 1, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The following description of this GMWB is supplemented by the examples in Appendix C, particularly example 2 for the varying benefit percentage, examples 6 and 7 for the Step-Ups, example 8 for the bonus, example 11 for the guaranteed withdrawal balance adjustment and example 12 for transfer of assets.

The election of this GMWB under a non-qualified Contract requires the joint Owners to be spouses (as defined under the Internal Revenue Code) and each joint Owner is considered to be a “Covered Life.”

The Owners cannot be subsequently changed and new Owners cannot be added.  Upon death of either joint Owner, the surviving joint Owner will be treated as the primary Beneficiary and all other Beneficiaries will be treated as contingent Beneficiaries.  The For Life Guarantee will not apply to these contingent Beneficiaries, as they are not Covered Lives.

This GMWB is available on a limited basis under non-qualified Contracts for certain kinds of legal entities, such as (i) custodial accounts where the spouses are the joint Annuitants and (ii) trusts where the spouses are the sole beneficial owners, and the For Life Guarantee is based on the Annuitant's life who dies last.

Tax-qualified Contracts cannot be issued to joint Owners and require the Owner and Annuitant to be the same person.  Under a tax-qualified Contract, the election of this GMWB requires the Owner and primary Beneficiary to be spouses (as defined in the Internal Revenue Code). The Owner and only the primary spousal Beneficiary named at the election of this GMWB under a tax-qualified Contract will also each be considered a Covered Life, and these Covered Lives cannot be subsequently changed.

In certain circumstances we may permit the elimination of a joint Owner Covered Life or primary spousal Beneficiary Covered Life in the event of divorce.  In such cases, new Covered Lives may not be named.

For tax-qualified Contracts, the Owner and primary spousal Beneficiary cannot be changed while both are living.  If the Owner dies first, the primary spousal Beneficiary will become the Owner upon Spousal Continuation and he or she may name a Beneficiary; however, that Beneficiary is not considered a Covered Life.  Likewise, if the primary spousal Beneficiary dies first, the Owner may name a new Beneficiary; however, that Beneficiary is also not considered a Covered Life and consequently the For Life Guarantee will not apply to the new Beneficiary.

For both non-qualified and tax-qualified Contracts, this GMWB guarantees partial withdrawals during the Contract's accumulation phase (i.e., before the Income Date) for the longer of:

The lifetime of the last surviving Covered Life if the For Life Guarantee is in effect;
   
The For Life Guarantee becomes effective when this GMWB is added to the Contract.
   
So long as the For Life Guarantee is in effect, withdrawals are guaranteed even in the event the Contract Value is reduced to zero.
Or
 
   
If the For Life Guarantee is not in effect, until the earlier of (1) the death of the Owner (or any joint Owner) or (2) all withdrawals under the Contract equal the Guaranteed Withdrawal Balance (GWB), without regard to Contract Value.
 
   
The GWB depends on when this GMWB is added to the Contract (as explained below).
 
Because of the For Life Guarantee, your withdrawals could amount to more than the GWB.  But PLEASE NOTE:  The guarantees of this GMWB are subject to the endorsement's terms, conditions, and limitations that are explained below.

Please consult the representative who is helping, or who helped, you purchase your Contract to be sure that this GMWB ultimately suits your needs.

This GMWB is available to Owners 55 to 80 years old (proof of age is required) and may be added to a Contract on the Issue Date or any Contract Anniversary.  The Owner may terminate this GMWB on any Contract Anniversary but a request for termination must be received in writing in Good Order within 30 calendar days' prior to the Contract Anniversary.  This GMWB may also be terminated by a spousal Beneficiary who is not a Covered Life, who, upon the Owner's death, may elect to continue the Contract without the GMWB.  To continue joint GMWB coverage upon the death of the Owner (or the death of either joint Owner of a non-qualified Contract), provided that the other Covered Life is still living, the Contract must be continued by election of Spousal Continuation.  Upon continuation, the spouse becomes the Owner and obtains all rights as the Owner.

At least 30 calendar days' prior notice and proof of age is required for Good Order to add this GMWB to a Contract on a Contract Anniversary.  This GMWB is not available on a Contract that already has a GMWB (only one GMWB per Contract).  Availability of this GMWB may be subject to further limitation.

There is a limit on withdrawals each Contract Year to keep the guarantees of this GMWB in full effect – the greater of the Guaranteed Annual Withdrawal Amount (GAWA) and for certain tax-qualified Contracts, the required minimum distribution (RMD) under the Internal Revenue Code.  Withdrawals exceeding the limit do not invalidate the For Life Guarantee, but cause the GWB and GAWA to be recalculated.

Election.  The GWB depends on when this GMWB is added to the Contract, and the GAWA derives from the GWB.

When this GMWB is added to the Contract on the Issue Date
The GWB equals initial premium net of any applicable premium taxes.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Issue Date.

When this GMWB is added to the Contract on any Contract Anniversary
The GWB equals Contract Value.
 
The GAWA is determined based on the youngest Covered Life's attained age at the time of first withdrawal and equals the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  See the GAWA percentage table below.
 
The For Life Guarantee becomes effective on the Contract Anniversary on which the endorsement is added.

Contract Enhancements are not included in the calculation of the GWB when this GMWB is added to the Contract on the Issue Date.  Premium (net of any applicable premium taxes) is used to calculate the GWB when this GMWB is added to the Contract on the Issue Date.  If you were to instead add this GMWB to your Contract post issue on any Contract Anniversary, the GWB is calculated based on Contract Value on that date.  (See Example 1 in Appendix C.)  The GWB can never be more than $5 million (including upon Step-Up), and the GWB is reduced by each withdrawal.

PLEASE NOTE:  Upon the Owner's death, the For Life Guarantee is void unless this GMWB is continued by a spousal beneficiary who is a Covered Life.  However, it is possible for this GMWB to be continued without the For Life Guarantee by a spousal Beneficiary who is not a Covered Life.  Please see the “Spousal Continuation” subsection below for more information.

Withdrawals.  The GAWA percentage and the GAWA are determined at the time of the first withdrawal.  The GAWA is equal to the GAWA percentage multiplied by the GWB prior to the partial withdrawal.  The GAWA percentage varies according to age group and is determined based on the youngest Covered Life's attained age at the time of the first withdrawal.  (In the examples in Appendix C and elsewhere in this prospectus we refer to this varying GAWA percentage structure as the “varying benefit percentage”.)  The GAWA percentage for each age group is:

Ages
GAWA Percentage
55 – 74
5%
75 – 84
6%
85+
7%

Withdrawals cause the GWB to be recalculated.  Withdrawals may also cause the GAWA to be recalculated, depending on whether or not the withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the GAWA, or for certain tax-qualified Contracts only, the RMD (if greater than the GAWA).  If the GWB falls below the GAWA, the GAWA will be reset to equal the GWB.  This may occur, when over time, payment of guaranteed withdrawals is nearly complete and the GWB has been depleted.  For GMWBs issued before September 28, 2009, the GAWA is reset to equal the GWB, if the For Life Guarantee is not in effect and the GWB is less than the GAWA after any withdrawal.  For GMWBs issued on or after September 28, 2009, the GAWA will be reset to equal the GWB if the For Life Guarantee is not in effect and the GWB is less than the GAWA at the end of a Contract Year.  The tables below clarify what happens in each instance.  RMD denotes the required minimum distribution under the Internal Revenue Code for certain tax-qualified Contracts only.  (There is no RMD for non-qualified Contracts.)

For certain tax-qualified Contracts, this GMWB allows withdrawals greater than GAWA to meet the Contract's RMD without compromising the endorsement's guarantees.  Examples 4, 5 and 7 in Appendix C supplement this description.  Because the intervals for the GAWA and RMDs are different, namely Contract Years versus calendar years, and because RMDs are subject to other conditions and limitations, if your Contract is a tax-qualified Contract, then please see “RMD NOTES” below for more information.

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the withdrawal less the withdrawal; Or
 
 
Zero.
 
For GMWBs issued before September 28, 2009, the GAWA:
 
 
Is unchanged while the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before the withdrawal, or the GWB after the withdrawal.
 
 
For GMWBs issued on or after September 28, 2009, the GAWA is unchanged.  At the end of each Contract Year, if the GWB is less than the GAWA and the For Life Guarantee is not in effect, the GAWA is set equal to the GWB.

The GAWA is not reduced if all withdrawals during any one Contract Year do not exceed the greater of the GAWA or RMD, as applicable.  You may withdraw the greater of the GAWA or RMD, as applicable, all at once or throughout the Contract Year.  Withdrawing less than the greater of the GAWA or RMD, as applicable, in a Contract Year does not entitle you to withdraw more than the greater of the GAWA or RMD, as applicable, in the next Contract Year.  The amount you may withdraw each Contract Year and not cause the GWB and GAWA to be recalculated does not accumulate.

Withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year causes the GWB and GAWA to be recalculated (see below and Example 5 in Appendix C).  In recalculating the GWB, the GWB could be reduced by more than the withdrawal amount.  The GAWA is also likely to be reduced.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as
applicable
The GWB is recalculated, equaling the greater of:
 
 
The GWB prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see below), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.
 
The GAWA is recalculated as follows:
 
 
If the For Life Guarantee is in force, the GAWA prior to the partial withdrawal is reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal.
 
 
If the For Life Guarantee is not in force, the GAWA is equal to:
 
· The GAWA prior to the partial withdrawal reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal (see below), Or
 
· For GMWBs issued before September 28, 2009, the GWB after the withdrawal, if less.

The Excess Withdrawal is defined to be the lesser of:

The total amount of the current partial withdrawal, Or
 
The amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, as applicable.

Withdrawals under this GMWB are assumed to be the total amount deducted from the Contract Value, including any withdrawal charges and other charges or adjustments.  Any withdrawals from Contract Value allocated to a guaranteed fixed account option may be subject to an excess interest adjustment.  Withdrawals in excess of free withdrawals may be subject to a withdrawal charge.

Withdrawals under this GMWB are considered the same as any other partial withdrawals for the purposes of calculating any other values under the Contract and any other endorsements (for example, the Contract's standard death benefit).  All withdrawals count toward the total amount withdrawn in a Contract Year, including systematic withdrawals, RMDs for certain tax-qualified Contracts, withdrawals of asset allocation and advisory fees, and free withdrawals under the Contract.  They are subject to the same restrictions and processing rules as described in the Contract.  They are also treated the same for federal income tax purposes.  For more information about tax-qualified and non-qualified Contracts, please see “TAXES” beginning on page 163 .

If the age of any Covered Life is incorrectly stated at the time of election of the GMWB, on the date the misstatement is discovered, the GWB and the GAWA will be recalculated based on the GAWA percentage applicable at the correct age.  If the age at election of either Covered Life's falls outside the allowable age range, the GMWB will be null and void and all GMWB charges will be refunded.

RMD NOTES:  Notice of an RMD is required at the time of your withdrawal request, and there is an administrative form for such notice.  The administrative form allows for one time or systematic withdrawals.  Eligible withdrawals that are specified as RMDs may only be taken based on the value of the Contract to which the endorsement applies, even where the Internal Revenue Code allows for the taking of RMDs for multiple contracts from a single contract.  You, as Owner, are responsible for complying with the Internal Revenue Code's RMD requirements.  If your requested RMD exceeds our calculation of the RMD for your contract, your request will not be eligible for the waiver of any applicable charges (i.e., withdrawal charges) and we will impose those charges, which will be reflected in the confirmation of the transaction.  For information regarding the RMD calculation for your Contract, please contact our Annuity Service Center.  Our contact information is on the cover page of this prospectus.
 
Under the Internal Revenue Code, RMDs are calculated and taken on a calendar year basis.  But with this GMWB, the GAWA is based on Contract Years.  Because the intervals for the GAWA and RMDs are different, the For Life Guarantee may be more susceptible to being compromised.  With tax-qualified Contracts, if the sum of your total partial withdrawals in a Contract Year exceed the greatest of the RMD for each of the two calendar years occurring in that Contract Year and the GAWA for that Contract Year, then the GWB and GAWA could be adversely recalculated, as described above.  (If your Contract Year is the same as the calendar year, then the sum of your total partial withdrawals should not exceed the greater of the RMD and the GAWA.)  Below is an example of how this modified limit would apply.
 
Assume a tax-qualified Contract with a Contract Year that runs from July 1 to June 30, and that there are no withdrawals other than as described.  The GAWA for the 201 3 Contract Year (ending June 30) is $10.  The RMDs for calendar years 201 2 and 201 3 are $14 and $16, respectively.
If the Owner takes $7 in each of the two halves of calendar year 201 2 and $8 in each of the two halves of calendar year 201 3 , then at the time the withdrawal in the first half of calendar year 201 3 is taken, the Owner will have withdrawn $15.  Because the sum of the Owner's withdrawals for the 201 3 Contract Year is less than the higher RMD for either of the two calendar years occurring in that Contract Year, the GWB and GAWA would not be adversely recalculated.
 
An exception to this general rule is that with the calendar year in which your RMDs are to begin (generally, when you reach age 70 1/2), however, you may take your RMDs for the current and next calendar years during the same Contract Year, as necessary (see example below).
 
The following example illustrates this exception.  It assumes an individual Owner, born January 1, 194 2 , of a tax-qualified Contract with a Contract Year that runs from July 1 to June 30.
 
If the Owner delays taking his first RMD (the 201 2 RMD) until March 30, 201 3 , he may still take the 201 3 RMD before the next Contract Year begins, June 30, 201 3 without exposing the GWB and GAWA to the possibility of adverse recalculation.  However, if he takes his second RMD (the 201 3 RMD) after June 30, 201 3 , he should wait until the next Contract Year begins (that is after June 30, 201 4 ) to take his third RMD (the 201 4 RMD).  Because, except for the calendar year in which RMDs begin, taking two RMDs in a single Contract Year could cause the GWB and GAWA to be adversely recalculated (if the two RMDs exceeded the applicable GAWA for that Contract Year).
 
Examples that are relevant or specific to tax-qualified Contracts, illustrating this GMWB, in varying circumstances and with specific factual assumptions, are at the end of the prospectus in Appendix C, particularly examples 4, 5, and 7.  Please consult the representative who is helping, or who helped, you purchase your tax-qualified Contract, and your tax adviser, to be sure that this GMWB ultimately suits your needs relative to your RMD.

Withdrawals made under section 72(t) or section 72(q) of the Code are not considered RMDs for purposes of preserving the guarantees under this GMWB.  Such withdrawals that exceed the GAWA will have the same effect as any withdrawal or excess withdrawal as described above and, consistent with that description, may cause a significant negative impact to your benefit.

200% Guaranteed Withdrawal Balance Adjustment. (If this GMWB was added to your Contract before September 28, 2009, this endorsement provision was referred to as the “Guaranteed Withdrawal Balance Adjustment" and the "GWB Adjustment".)  If no withdrawals are taken from the Contract on or prior to the 200% GWB Adjustment Date (as defined below), then you will receive a 200% GWB adjustment.

The 200% GWB Adjustment Date is the later of:

 
The Contract Anniversary on or immediately following the youngest Covered Life's 70th birthday, Or

 
The 10th Contract Anniversary following the effective date of this endorsement.

The 200% GWB adjustment is determined as follows:

 
On the effective date of this endorsement, the 200% GWB adjustment is equal to 200% of the GWB, subject to a maximum of $5,000,000.

 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the 200% GWB adjustment is recalculated to equal the 200% GWB adjustment prior to the premium payment plus 200% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the 200% GWB adjustment is recalculated to equal the 200% GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the 200% GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the 200% GWB adjustment.  No adjustments are made to the Bonus Base or the GMWB Death Benefit.  Once the GWB is re-set, this 200% GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the 200% GWB Adjustment Date, this 200% GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of this 200% GWB adjustment provision.)

400 % Guaranteed Withdrawal Balance Adjustment.  If this GMWB was added to your Contract on or after September 28, 2009 and no withdrawals are taken from the Contract on or prior to the 400% GWB Adjustment Date (as defined below), then you will receive a 400% GWB adjustment.

The 400% GWB Adjustment Date is the 20th Contract Anniversary following the effective date of this endorsement.  The 400% GWB adjustment is determined as follows:

 
On the effective date of this endorsement, the 400% GWB adjustment is equal to 400% of the GWB, subject to a maximum of $5,000,000.

 
With each subsequent premium received after this GMWB is effective and prior to the first Contract Anniversary following this GMWB's effective date, the 400% GWB adjustment is recalculated to equal the 400% GWB adjustment prior to the premium payment plus 400% of the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

 
With each subsequent premium received on or after the first Contract Anniversary following this GMWB's effective date, the 400% GWB adjustment is recalculated to equal the 400% GWB adjustment prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.  (See Example 3 in Appendix C.)

If no partial withdrawals are taken on or prior to the 400% GWB Adjustment Date, the GWB will be re-set on that date to equal the greater of the current GWB or the 400% GWB adjustment.  No adjustments are made to the Bonus Base or the GMWB Death Benefit.  Once the GWB is re-set, this 400% GWB adjustment provision terminates.  In addition, if a withdrawal is taken on or before the 400% GWB Adjustment Date, this 400% GWB adjustment provision terminates without value.  (Please see example 11 in Appendix C for an illustration of a GWB adjustment provision.)

PLEASE NOTE: If either Covered Life is 76 years old or older when this GMWB is purchased, the 400% GWB adjustment will be of no benefit.  Since the 400% GWB Adjustment Date is the 20th Contract Anniversary following the effective date of this endorsement, and since the Latest Income Date (on which all benefits under this GMWB terminate) for this annuity Contract is the Contract Anniversary on or next following the date on which the Owner or either joint Owner (oldest Covered Life) attains age 95, the 400% GWB Adjustment will be of no benefit to you unless both Covered Lives are 75 years old or younger when you purchase this GMWB.

Premiums.

With each subsequent premium payment on the Contract
The GWB is recalculated, increasing by the amount of the premium net of any applicable premium taxes.
 
If the premium payment is received after the first withdrawal, the GAWA is also recalculated, increasing by:
 
 
The GAWA percentage multiplied by the subsequent premium payment net of any applicable premium taxes; Or
 
 
The GAWA percentage multiplied by the increase in the GWB – if the maximum GWB is hit.

We require prior approval for a subsequent premium payment that would result in your Contract having $1 million of premiums in the aggregate.  We also reserve the right to refuse subsequent premium payments.  The GWB can never be more than $5 million.  See Example 3b in Appendix C to see how the GWB is recalculated when the $5 million maximum is hit.

Step-Up.  On each Contract Anniversary following the effective date of this GMWB, if the highest quarterly Contract Value is greater than the GWB, the GWB will be automatically re-set to the highest quarterly Contract Value (a “Step-Up”).

With a Step-Up
The GWB equals the highest quarterly Contract Value (subject to a $5 million maximum).
 
If the Step-Up occurs after the first withdrawal, the GAWA is recalculated, equaling the greater of:
 
 
The GAWA percentage multiplied by the new GWB, Or
 
 
The GAWA prior to Step-Up.

The highest quarterly Contract Value equals the highest of the quarterly adjusted Contract Values from the four most recent Contract Quarterly Anniversaries, including the Contract Anniversary upon which the Step-Up is determined.  The quarterly adjusted Contract Value equals the Contract Value on the Contract Quarterly Anniversary, plus any premium paid subsequent to that Contract Quarterly Anniversary, net of any applicable premium taxes, adjusted for any partial withdrawals taken subsequent to that Contract Quarterly Anniversary.  When determining the quarterly adjusted Contract Value on a Contract Anniversary, the quarterly adjusted Contract Value will be determined prior to any automatic transfer, as required under this GMWB's Transfer of Assets provision (see below), occurring on the Contract Anniversary.

Partial withdrawals will affect the quarterly adjusted Contract Value as follows:

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value before the withdrawal less the withdrawal; Or
 
 
Zero.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The quarterly adjusted Contract Value is equal to the greater of:
 
 
The quarterly adjusted Contract Value prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see above), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.

Upon Step-Up on or after the 5th Contract Anniversary (11th Contract Anniversary if this endorsement is added to the Contract before September 28, 2009) following the effective date of this GMWB, the GMWB charge may be increased, subject to the maximum annual charge of 1.86% (1.50% if this endorsement is added to the Contract before September 28, 2009).  You will be notified in advance of a GMWB Charge increase and may elect to discontinue the automatic step-ups.  Such election must be received in Good Order prior to the Contract Anniversary.  Please be aware that, if this endorsement is added to the Contract on or after September 28, 2009, election to discontinue the automatic step-ups will also discontinue the application of the GWB bonus.  While electing to discontinue the automatic step-ups will prevent an increase in charge, discontinuing step-ups and, therefore, discontinuing application of the GWB bonus also means foregoing possible increases in your GWB and/or GAWA so carefully consider this decision should we notify you of a charge increase.  (Please see the “Bonus” subsection below for more information.)  Also know that you may subsequently elect to reinstate the Step-Up provision (together with the GWB bonus provision, if this endorsement is added to the Contract on or after September 28, 2009) at the then current GMWB Charge. All requests will be effective on the Contract Anniversary following receipt of the request in Good Order.

Please consult the representative who helped you purchase your Contract to be sure if a Step-Up is right for you and about any increase in charges upon a Step-Up.  Upon Step-Up, the applicable GMWB charge will be reflected in your confirmation.

GMWB Death Benefit.  Upon the death of the Owner (or death of any joint Owner) while the Contract is still in force, the Contract's death benefit payable is guaranteed not to be less than the GMWB death benefit.  On the effective date of this GMWB endorsement, the GMWB death benefit is equal to the GWB.  With each subsequent Premium received after this endorsement is effective, the GMWB death benefit is recalculated to equal the GMWB death benefit prior to the premium plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5 million.

Partial withdrawals will affect the GMWB death benefit as follows:

When a withdrawal, plus all prior withdrawals in the current Contract Year, is less than or equal to the greater of the GAWA or RMD, as applicable
The GMWB death benefit is equal to the greater of:
 
 
 
The GMWB death benefit before the withdrawal less the withdrawal; Or
 
 
Zero.

When a withdrawal, plus all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA or RMD, as applicable
The GMWB death benefit is equal to the greater of:
 
 
The GMWB death benefit prior to the partial withdrawal, first reduced dollar-for-dollar for any portion of the partial withdrawal not defined as an Excess Withdrawal (see above), then reduced in the same proportion that the Contract Value is reduced by the Excess Withdrawal; Or
 
 
Zero.

The GMWB death benefit is not adjusted upon Step-Up, the application of any bonus, or the application of the GWB adjustment.  The GMWB death benefit will terminate on the date the Contract Value is zero and no death benefit will be payable, including this Contract's standard death benefit or the optional death benefit.  The GMWB death benefit will also terminate and will not be included in any applicable continuation adjustment should this GMWB be continued through Spousal continuation of a Contract.

Transfer of Assets.  This GMWB requires automatic transfers between your elected Investment Divisions/guaranteed fixed account options and the GMWB Fixed Account in accordance with the non-discretionary formulas defined in the Transfer of Assets Methodology found in Appendix D.  The formulas are generally designed to mitigate the financial risks to which we are subjected by providing this GMWB's guarantees.  By electing this GMWB, you are giving control to us of all or a portion of your Contract Value.  By way of the non-discretionary formulas, we determine whether to make a transfer and the amount of any transfer.

Under this automatic transfer provision, we monitor your Contract Value each Contract Monthly Anniversary and, if necessary, systematically transfer amounts between your elected Investment Divisions/guaranteed fixed account options and the GMWB Fixed Account.  Amounts transferred to the GMWB Fixed Account will be transferred from each Investment Division/guaranteed fixed account option in proportion to their current value.  Transfers from guaranteed fixed account options will be subject to an excess interest adjustment, if applicable.  There is no excess interest adjustment on transfers from the GMWB Fixed Account.

Generally, automatic transfers to the GMWB Fixed Account from your elected Investment Divisions/guaranteed fixed account options will occur when your Contract Value declines due to withdrawals or negative investment returns.  However, there may be an automatic transfer to the GMWB Fixed Account even when you experience positive investment returns if your Contract Value does not sufficiently increase relative to the projected value of the benefits, as reflected in the use of the GAWA and annuity factors in the Liability calculation under the Transfer of Assets Methodology (see Appendix D for the Liability formula, the calculation of which is designed to represent the projected value of this GMWB's benefits).  In other words, any increase in the GAWA (due to, for example, a premium payment, a Step-Up, the application of any bonus or the application of the GWB adjustment) may also cause an automatic transfer to the GMWB Fixed Account from your elected Investment Divisions/guaranteed fixed account options.

For an example of how this Transfer of Assets provision and the non-discretionary formulas work, let us assume that, on your first Contract Monthly Anniversary, your annuity factor is 15.26, your GAWA is $6,000, your GMWB Fixed Account Contract Value is $0, your Separate Account Contract Value is $95,000 and your Fixed Account Contract Value is $5,000.  Your Liability would then be $91,560, which is your GAWA multiplied by your annuity factor.  Using the Liability amount, a ratio is then calculated that determines whether a transfer is necessary.  Generally, if the ratio is lower than 77%, funds will be transferred from the GMWB Fixed Account.  If the ratio is more than 83%, then funds are transferred to the GMWB Fixed Account.

In this example, the ratio is 91.56, which is the Liability amount ($91,560) minus any GMWB Fixed Account Contract Value ($0), then divided by the sum of the Separate Account Contract Value ($95,000) and the Fixed Account Contract Value ($5,000).  Since the ratio is more than the 83%, funds are transferred to the GMWB Fixed Account from the Investment Divisions and the Fixed Account.

Regarding the amount to be transferred when the ratio is above 83%, the amount is determined by taking the lesser of (a) the Separate Account Value plus the Fixed Account Contract Value; or (b) the Liability amount minus the GMWB Fixed Account Contract Value, less 80% of the Separate Account Value and the Fixed Account Contract Value, divided by 20% (1-80%).  Applying this calculation to our example, (a) would be $100,000 [$95,000 + $5,000] and (b) would be $57,800 [($91,560 - $0 - 0.80*($95,000 + $5,000)) / (1 - .80)] so the lesser of the two and, therefore, the amount transferred to the GMWB Fixed Account is $57,800.

To determine how much of the $57,800 transfer is taken from the Fixed Account and how much from the Investment Divisions, we multiply the transfer amount by the proportion of the Contract Value in each the Fixed Account and the Investment Divisions before the transfer.  That is, of the $100,000 total Contract Value in our example, 5% of it was in the Fixed Account ($5,000 /$100,000) and 95% of it was in the Investment Divisions ($95,000/$100,000); therefore, $2,890 ($57,800 multiplied by 5%) is transferred from the Fixed Account to the GMWB Fixed Account and $54,910 ($57,800 multiplied by 95%) is transferred from the Investment Divisions to the GMWB Fixed Account.  After the transfer in this example, the GMWB Fixed Account Contract Value is $57,800, the Separate Account Contract Value is $40,090 and the Fixed Account Contract Value is $2,110.

For more information regarding the example above and to see this Transfer of Assets Provision applied using other assumptions, please see Example 12 in Appendix C.  Please also see the Transfer of Assets Methodology in Appendix D, which contains the non-discretionary formulas.

By electing this GMWB, it is possible that a significant amount of your Contract Value – possibly your entire Contract Value – may be transferred to the GMWB Fixed Account.  It is also possible that amounts in the GMWB Fixed Account will never be transferred back to your elected Investment Divisions/guaranteed fixed account options.  If any of your Contract Value is automatically transferred to and held in the GMWB Fixed Account, less of your Contract Value may be allocated to the Investment Divisions, which will limit your participation in any market gains and limit the potential for any Step-Ups and increases in your GAWA.  If you are uncomfortable with the possibility of some or all of your Contract Value being automatically moved into the GMWB Fixed Account, this particular GMWB may not be appropriate for you.

Amounts transferred from the GMWB Fixed Account will be allocated to the Investment Divisions and guaranteed fixed account options according to your most recent allocation instructions on file with us.  The automatic transfers under this Transfer of Assets provision will not count against the 15 free transfers in a Contract Year.  No adjustment will be made to the GWB, GAWA, GWB adjustment, GMWB death benefit or Bonus Base as a result of these transfers.  You will receive a confirmation statement reflecting the automatic transfer of any Contract Value to and from the GMWB Fixed Account.

Once you purchase your Contract, the non-discretionary formulas are fixed and not subject to change.  However, we reserve the right to change the formulas for Contracts issued in the future.

Guaranteed Minimum Withdrawal Benefit Fixed Account.  A certain percentage of the value in your Contract, as explained above, may be allocated to the GMWB Fixed Account in accordance with non-discretionary formulas.  You may not allocate additional monies to the GMWB Fixed Account.  The Contract Value in the GMWB Fixed Account is credited with a specific interest rate.  The interest rate initially declared for each transfer to the GMWB Fixed Account will remain in effect for a period of not less than one year.  GMWB Fixed Account interest rates for subsequent periods may be higher or lower than the rates previously declared.  The interest rate is credited daily to the Contract Value in the GMWB Fixed Account and the rate may vary by state but will never be less than 3%.  Please contact us at the Annuity Service Center or contact your representative to obtain the currently declared GMWB Fixed Account interest rate for your state.  Our contact information is on the cover page of this prospectus.

Contract charges deducted from the guaranteed fixed account and Investment Divisions are also deducted from the GMWB Fixed Account in accordance with your Contract's provisions.  The deduction of charges may cause an automatic transfer under the Transfer of Assets provision. DCA, DCA+, Earnings Sweep and Automatic Rebalancing are not available to or from the GMWB Fixed Account.  There is no excess interest adjustment on transfers, withdrawals or deductions from the GMWB Fixed Account.  Transfers to and from the GMWB Fixed Account are automatic; you may not choose to transfer amounts to and from the GMWB Fixed Account.

Contract Value Is Zero.  With this GMWB, in the event the Contract Value is zero, the Owner will receive annual payments of the GAWA until the death of the last surviving Covered Life, so long as the For Life Guarantee is in effect and the Contract is still in the accumulation phase.  If the For Life Guarantee is not in effect, the Owner will receive annual payments of the GAWA until the earlier of the death of the Owner (or the death of any joint Owner) or the date the GWB, if any, is depleted, so long as the Contract is still in the accumulation phase.  The last payment will not exceed the remaining GWB at the time of payment.  If the GAWA percentage has not yet been determined, it will be set at the GAWA percentage corresponding to the youngest Covered Life's attained age at the time the Contract Value falls to zero and the GAWA will be equal to the GAWA percentage multiplied to the GWB.

After each payment when the Contract Value is zero
The GWB is recalculated, equaling the greater of:
 
 
The GWB before the payment less the payment; Or
 
 
Zero.
 
For GMWBs issued before September 28, 2009, the GAWA:
 
 
Is unchanged so long as the For Life Guarantee is in effect; Otherwise
 
 
Is recalculated, equaling the lesser of the GAWA before, or the GWB after, the payment.
 
 
For GMWBs issued on or after September 28, 2009, the GAWA is unchanged.  At the end of each Contract Year, if the GWB is less than the GAWA and the For Life Guarantee is not in effect, the GAWA is set equal to the GWB.

Payments are made on the periodic basis you elect, but no less frequently than annually.  Upon death of the last surviving Covered Life, all rights under your Contract cease.  No subsequent premium payments will be accepted.  All optional endorsements terminate without value.  And no death benefit is payable, including the GMWB death benefit and the optional enhanced death benefit.

Spousal Continuation.  In the event of the Owner's (or either joint Owner's) death, the surviving spousal Beneficiary may elect to:

Continue the Contract with this GMWB – so long as Contract Value is greater than zero, and the Contract is still in the accumulation phase.  (The date the spousal Beneficiary's election to continue the Contract is in Good Order is called the Continuation Date.)
 
   
If the surviving spouse is a Covered Life, then the For Life Guarantee remains effective on and after the Continuation Date.
 
If the surviving spouse is not a Covered Life, the For Life Guarantee is null and void.  However, the surviving spouse will be entitled to make withdrawals until the GWB is exhausted.
 
   
For a surviving spouse who is a Covered Life, continuing the Contract with this GMWB is necessary to be able to fully realize the benefit of the For Life Guarantee.  The For Life Guarantee is not a separate guarantee and only applies if the related GMWB has not terminated.
 
   
For a surviving spouse who is a Covered Life, the GMWB death benefit remains in force but will not be included in the continuation adjustment.
 
If the surviving spouse is not a Covered Life, the GMWB death benefit is null and void and will not be included in the continuation adjustment.
 
   
If the surviving spouse is a Covered Life and a GWB adjustment provision is in force on the continuation date then the provision will continue to apply in accordance with the applicable GWB adjustment provision rules above.  The applicable GWB adjustment date will continue to be based on the original effective date of the endorsement or the youngest Covered Life's attained age, as applicable.
 
If the surviving spouse is not a Covered Life, the GWB adjustment provisions are null and void.
 
   
For a surviving spouse who is a Covered Life, the Bonus provision will continue as permitted in accordance with the Bonus rules above.  The Bonus Period will continue to be based on the original effective date of the endorsement, the most recent Bonus Base Step-Up, or the youngest Covered Life's attained age, as applicable.
 
If the surviving spouse is not a Covered Life, the Bonus provision is null and void.
 
   
Step-Ups will continue as permitted in accordance with the Step-Up rules above.
 
   
Contract Anniversaries will continue to be based on the Contract's Issue Date.
 
   
The Liability factors for the transfer of assets formulas (see Appendix D) will continue to be based on the youngest Covered Life's attained age on the effective date of the endorsement and the duration since the effective date of the GMWB endorsement.
 
   
If the surviving spouse is a Covered Life and the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age.
 
   
If the surviving spouse is not a Covered Life and the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age on the continuation date.
 
   
The Latest Income Date is based on the age of the surviving spouse.  Please refer to the “Annuitization” subsection below for information regarding the availability of the “Specified Period Income of the GAWA” option if the GWB has been continued by a spousal Beneficiary upon the death of the original Owner.
 
   
The spousal Beneficiary may terminate the GMWB on any subsequent Contract Anniversary.  Such a request must be received in Good Order within 30 calendar days prior to the Contract Anniversary.
 
Continue the Contract without this GMWB (GMWB is terminated).  Thereafter, no GMWB charge will be assessed.
 
 
The GMWB death benefit will be included in the calculation of the Continuation Adjustment.
 
 
The GMWB Fixed Account value will be transferred to the Investment Divisions and guaranteed fixed account options based on the current premium allocation for the Contract.
 
Add this GMWB to the Contract on any Contract Anniversary after the Continuation Date, subject to the Beneficiary's eligibility – whether or not the spousal Beneficiary terminated the GMWB in continuing the Contract.

For more information about spousal continuation of a Contract, please see “Special Spousal Continuation Option” beginning on page 162 .

Termination.  This GMWB terminates subject to a prorated GMWB Charge, when applicable, assessed for the period since the last quarterly or monthly charge and all benefits cease on the earliest of:

The Contract Anniversary following the Company's receipt of the Owner's request for termination in Good Order;
 
The Income Date;
 
The date of complete withdrawal of Contract Value (full surrender of the Contract);
 
Conversion of this GMWB (if conversion is permitted);
 
The date of the Owner's death (or the first Owner's death with joint Owners), unless the Beneficiary who is the Owner's spouse elects to continue the Contract with the GMWB;
 
The Continuation Date if the spousal Beneficiary elects to continue the Contract without the GMWB; or
 
The date all obligations under this GMWB are satisfied after the Contract has been terminated.

If this GMWB is terminated and the Contract remains in force, the GMWB Fixed Account value will be transferred to the Investment Divisions and guaranteed fixed account options based on the current premium allocation for the Contract.

Annuitization.

Joint Life Income of GAWA.  On the Latest Income Date if the For Life Guarantee is in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  This income option provides payments in a fixed dollar amount for the lifetime of last surviving Covered Life.  The total annual amount payable will equal the GAWA in effect at the time of election of this option.  This annualized amount will be paid in the frequency (no less frequently than annually) that the Owner selects.  No further annuity payments are payable after the death of the last surviving Covered Life, and there is no provision for a death benefit payable to the Beneficiary.  Therefore, it is possible for only one annuity payment to be made under this Income Option if both Covered Lives die before the due date of the second payment.

If the GAWA percentage has not yet been determined, the GAWA percentage will be based on the youngest Covered Life's attained age at the time of election of this option.  The GAWA percentage will not change after election of this option.

Specified Period Income of the GAWA.  On the Latest Income Date if the For Life Guarantee is not in effect, the Owner may choose this income option instead of one of the other income options listed in the Contract.  (This income option only applies if the GMWB has been continued by the spousal Beneficiary and the spousal Beneficiary is not a Covered Life in which case the spouse becomes the Owner of the Contract and the Latest Income Date is based on the age of the spouse.)

This income option provides payments in a fixed dollar amount for a specific number of years.  The actual number of years that payments will be made is determined on the calculation date by dividing the GWB by the GAWA.  Upon each payment, the GWB will be reduced by the payment amount.  The total annual amount payable will equal the GAWA but will never exceed the current GWB.  This annualized amount will be paid over the specific number of years in the frequency (no less frequently than annually) that the Owner selects.  If the Owner should die before the payments have been completed, the remaining payments will be made to the Beneficiary, as scheduled.

The “Specified Period Income of the GAWA” income option may not be available if the Contract is issued to qualify under Sections 401, 403, 408 or 457 of the Internal Revenue Code.  For such Contracts, this income option will only be available if the guaranteed period is less than the life expectancy of the spouse at the time the option becomes effective.

See “Guaranteed Minimum Withdrawal Benefit General Considerations” and “Guaranteed Minimum Withdrawal Benefit Important Special Considerations” beginning on page 49 for additional things to consider before electing a GMWB; when electing to annuitize your Contract after having purchased a GMWB; or when the Latest Income Date is approaching and you are thinking about electing or have elected a GMWB.

Effect of GMWB on Tax Deferral.  This GMWB may not be appropriate for Owners who have as a primary objective taking maximum advantage of the tax deferral that is available to them under an annuity contract to accumulate assets.  Please consult your tax and financial advisors before adding this GMWB to a Contract.

Bonus.  The description of the bonus feature is supplemented by the examples in Appendix C, particularly example 8.  The bonus is an incentive for you not to utilize this GMWB (take withdrawals) during a limited period of time, subject to conditions and limitations, allowing the GWB and GAWA to increase (even in a down market relative to your Contract Value allocated to any Investment Divisions).  The increase, however, may not equal the amount that your Contract Value has declined.  The bonus is a percentage of a sum called the Bonus Base (defined below).  The box below has more information about the bonus, including:

How the bonus is calculated;
 
What happens to the Bonus Base (and bonus) with a withdrawal, premium payment, and any Step-Up;
 
For how long the bonus is available; and
 
When and what happens when the bonus is applied to the GWB.

The bonus equals 7% and is based on a sum that may vary after this GMWB is added to the Contract (the “Bonus Base”), as described immediately below.
 
 
When this GMWB is added to the Contract, the Bonus Base equals the GWB.
 
 
With a withdrawal, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal.  Otherwise, there is no adjustment to the Bonus Base with withdrawals.
 
     
All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract.
 
     
A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year.
 
 
With a premium payment, the Bonus Base increases by the amount of the premium net of any applicable premium taxes.
 
 
With any Step-Up (if the GWB increases upon Step-Up), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up.
 
The Bonus Base can never be more than $5 million.
 
The Bonus is available for a limited time (the “Bonus Period”).  The Bonus Period begins on the effective date of this GMWB endorsement and will re-start at the time of a Bonus Base Step-Up if the Bonus Base increases due to the Step-Up and if the Step-Up occurs on or before the Contract Anniversary immediately following the youngest Covered Life's 80th birthday.  The Bonus Period ends on the earlier of:
 
 
The tenth Contract Anniversary following the effective date of the endorsement or the most recent Bonus Base Step-Up, if later; or
 
 
The date the Contract Value is zero.
 
 
The Bonus Base will continue to be calculated even after the Bonus Period expires.  Therefore, it is possible for the Bonus Period to expire and then re-start at a later date if the Bonus Base increases due to a Step-Up.
 
This GWB Bonus provision is terminated when this GMWB is terminated or if this GMWB is continued through Spousal continuation of a Contract and the surviving spouse is not a Covered Life.  If the surviving spouse is a Covered Life, spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date.
 
The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year.  Conversely, any withdrawal, including but not limited to systematic withdrawals and required minimum distributions, taken in a Contract Year during the Bonus Period causes the bonus not to be applied.
 
When the bonus is applied:
 
 
The GWB is recalculated, increasing by 7% of the Bonus Base.
 
 
If the Bonus is applied after the first withdrawal, the GAWA is recalculated, equaling the greater of the GAWA percentage multiplied by the new GWB or the GAWA before the bonus.
 
Applying the bonus to the GWB does not affect the Bonus Base, GWB adjustment, or GMWB death benefit.

Systematic Withdrawal Program. You can arrange to have money automatically sent to you periodically while your Contract is still in the accumulation phase.  You may withdraw a specified dollar amount (of at least $50 per withdrawal), a specified percentage or earnings.  Your withdrawals may be on a monthly, quarterly, semi-annual or annual basis.  If you have arranged for systematic withdrawals, schedule any planned Step-Up under a GMWB to occur prior to the withdrawal.  Example 7 in Appendix C illustrates the consequences of a withdrawal preceding a Step-Up.  There is no charge for the Systematic Withdrawal Program; however, you will have to pay taxes on the money you receive and withdrawals you make before you reach 59 1/2 may be subject to a 10% tax penalty.  You may also be subject to a withdrawal charge and an excess interest adjustment.

If your Contract contains the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB, systematic withdrawals are only allowed on a pro-rata basis including all investment options (including the GMWB Fixed Account) or, in the alternative, may be requested from specified investment options, excluding the GMWB Fixed Account.  Specific to the GMWB Fixed Account, a specified withdrawal request may cause an automatic transfer from the GMWB Fixed Account on the following Contract Monthly Anniversary.

In addition, for Contracts with the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB, the percentage of the partial withdrawal taken from the GMWB Fixed Account cannot exceed the ratio of the GMWB Fixed Account value to the Contract Value.

We reserve the right to charge a fee for participation or to discontinue offering this program in the future.

Suspension of Withdrawals or Transfers. Jackson may be required to suspend or delay withdrawals or transfers from an Investment Division when:

the New York Stock Exchange is closed (other than customary weekend and holiday closings);
 
trading on the New York Stock Exchange is restricted;
 
an emergency exists so that it is not reasonably practicable to dispose of securities in the Separate Account or determine the division value of its assets; or
 
the SEC, by order, may permit for the protection of Owners.

The applicable rules and regulations of the SEC will govern whether the conditions in (b) and/or (c) exist.

Jackson has reserved the right to defer payment for a withdrawal or transfer from the guaranteed fixed account and the GMWB Fixed Account for the period permitted by law, but not more than six months.

INCOME PAYMENTS (THE INCOME PHASE)

The income phase occurs when you begin receiving regular payments from your Contract.  The Income Date is the date on which those payments begin.  You can choose the Income Date and an income option.

Income Date. The Income Date must be at least one year after your Contract is issued.  You can change the Income Date or income option at least seven days before the Income Date, but changes to the Income Date may only be to a later date.  You must give us written notice at least seven days before the scheduled Income Date.  For Contracts issued on or after April 6, 2009, income payments must begin by the Contract Anniversary on or next following your 95th birthday under a non-qualified Contract, or by such earlier date as required by the applicable qualified plan, law or regulation.  For Contracts issued before April 6, 2009, income payments must begin by your 90th birthday under a non-qualified Contract, unless otherwise approved by the Company, or by such earlier date as required by the applicable qualified plan, law or regulation.  However, for Contracts issued before April 6, 2009, if you have not yet attained or passed age 90, you may elect to change your Income Date to the Contract Anniversary on or next following your 95th birthday.  Additionally, for Contracts issued before April 6, 2009, if you already attained or passed age 90 as of April 6, 2009 and have not yet started receiving income payments, you may elect to change your Income Date to the Contract Anniversary on or next following your 100th birthday.

Under a traditional Individual Retirement Annuity, required minimum distributions must begin in the calendar year in which you attain age 70 1/2 (or such other age as required by law).  Distributions under qualified plans and Tax-Sheltered Annuities must begin by the later of the calendar year in which you attain age 70 1/2 or the calendar year in which you retire.  You do not necessarily have to annuitize your Contract to meet the minimum distribution requirements for Individual Retirement Annuities, qualified plans, and Tax-Sheltered Annuities.  Distributions from Roth IRAs are not required prior to your death.

Income Payments from Investment Divisions. At the Income Date, you can choose whether payments will come from the guaranteed fixed account, the Investment Divisions or both.  Unless you tell us otherwise, your income payments will be based on the Allocation Options that were in place on the Income Date.

You can choose to have income payments made monthly, quarterly, semi-annually, or annually.  However, if you have less than $5,000 to apply toward an income option and state law permits, Jackson may provide your payment in a single lump sum, part of which may be taxable as Federal Income.  Likewise, if your first income payment would be less than $50 and state law permits, Jackson may set the frequency of payments so that the first payment would be at least $50.

Income Payments from Investment Divisions.  If you choose to have any portion of your income payments come from the Investment Division(s), the dollar amount of your payment will depend upon three things:

1.
the value of your Contract in the Investment Division(s) on the Income Date;
 
2.
the 3% assumed investment rate used in the annuity table for the Contract; and
 
3.
the performance of the Investment Divisions you selected.

Jackson calculates the dollar amount of the first income payment that you receive from the Investment Divisions.  We then use that amount to determine the number of annuity units that you hold in each Investment Division.  The amount of each subsequent income payment is determined by multiplying the number of annuity units that you hold in an Investment Division by the annuity unit value for that Investment Division.

The number of annuity units that you hold in each Investment Division does not change unless you reallocate your Contract Value among the Investment Divisions.  The annuity unit value of each Investment Division will vary based on the investment performance of the Fund.  If the actual investment performance exactly matches the assumed rate at all times, the amount of each income payment will remain equal.  If the actual investment performance exceeds the assumed rate, your income payments will increase.  Similarly, if the actual investment performance is less than the assumed rate, your income payments will decrease.

If the actual net investment rate experienced by an Investment Division exceeds the assumed net investment rate, variable annuity payments will increase over time.  Conversely, if the actual net investment rate is less than the assumed net investment rate, variable annuity payments will decrease over time.  If the actual net investment rate equals the assumed net investment rate, the variable annuity payments will remain constant.

Income Options. You may elect to receive a single sum or you may elect one of the income options described below.  A single sum distribution may be deemed to be a withdrawal.  If you do not choose an income option, we will assume that you selected Option 3, which provides a life annuity with 120 months of guaranteed payments.  You can change your income option at any time before the Income Date.  You must give us 7 days notice.

The annuitant is the person whose life we look to when we make income payments.  (Each description assumes that you are the Owner and annuitant.)  The following income options may not be available in all states.

Option 1 - Life Income.  This income option provides monthly payments for your life.  No further payments are payable after your death.

Option 2 - Joint and Survivor Annuity.  This income option provides monthly payments for your life and for the life of another person (usually your spouse) selected by you.  At the time you elect this option, you may choose whether the payments to the survivor will continue at the full rate or at two-thirds or one-half of the full rate.  Upon the death of either person, the monthly payments will continue during the lifetime of the survivor.  No further payments are payable after the death of the survivor.

Option 3 - Life Annuity With 120 or 240 Monthly Guaranteed Periods.  This income option provides monthly payments for the annuitant's life, but with payments continuing to the beneficiary for the remainder of 10 or 20 years (as you select) if the annuitant dies before the end of the selected period.  If the beneficiary does not want to receive the remaining scheduled payments, a single lump sum may be requested, which will be equal to the present value of the remaining payments (as of the date of calculation) discounted at an interest rate that will be no more than 1% higher than the rate used to calculate the initial payment.

Option 4 - Income for a Specified Period.  This income option provides monthly payments for any number of years from 5 to 30.  If the beneficiary does not want to receive the remaining scheduled payments, a single lump sum may be requested, which will be equal to the present value of the remaining payments (as of the date of calculation) discounted at an interest rate that will be no more than 1% higher than the rate used to calculate the initial payment.

Additional Options - Other income options may be made available by Jackson.

DEATH BENEFIT

The Contract has a death benefit, namely the standard death benefit, which is payable during the accumulation phase.  Instead you may choose an optional death benefit for an additional charge, availability of which may vary by state.  For more information about the availability of an optional death benefit in your state, please see the application, check with the registered representative helping you to purchase the Contract or contact us at our Annuity Service Center.  Our contact information is on the first page of this prospectus.

The optional enhanced death benefit cannot be selected after the Contract has been issued.  LifeGuard Freedom 6 DB may be selected after the Contract has been issued but only in conjunction with the purchase of the LifeGuard Freedom 6 GMWB and as long as the optional enhanced death benefit has not already been selected.  Once an optional death benefit is chosen, it cannot be canceled.

The death benefit paid to your beneficiary upon your death is calculated as of the date we receive all required documentation which includes, but is not limited to, proof of death and a completed claim form from the beneficiary of record (if there are multiple beneficiaries, we will calculate the death benefit when we receive this documentation from the first beneficiary).  The death benefit paid will be the standard death benefit unless you have selected an optional death benefit.  If you have an optional death benefit, the difference between the account value and the optional death benefit will be put into your account as of the date we receive completed claim forms and proof of death from the beneficiary of record and will be allocated among investment options according to future allocations on file for your account as of that date.  Each beneficiary will receive their portion of the remaining value, subject to market fluctuations, when their option election form is received at Home Office in Lansing, Michigan.  From the time of death of the Owner until the death benefit amount is determined, any amount allocated to an Investment Division will be subject to investment risk.  The investment risk is borne by the beneficiary(ies).

The effects of any GMWB on the amount payable to your beneficiaries upon your death should be considered before selecting the death benefits in combination with a GMWB.  Except as provided in certain of the GMWB endorsements, no death benefit will be paid upon your death in the event the Contract Value falls to zero.  See the individual GMWB subsections earlier in this prospectus under “ACCESS TO YOUR MONEY” for information about how the GMWB endorsements work.

Standard Death Benefit.  If you die before moving to the income phase, the person you have chosen as your beneficiary will receive a death benefit.  If you have a joint Owner, the death benefit will be paid when the first joint Owner dies.  The surviving joint Owner will be treated as the beneficiary.  Any other beneficiary designated will be treated as a contingent beneficiary.  A contingent beneficiary is entitled to receive payment only after the beneficiary dies.  Jackson may limit permissible joint Owners to spouses.

The standard death benefit equals the greater of:

 
1.
current Contract Value;

 
a.
less any Contract Enhancement applied within the 12 months prior to your death.

 
2.
the total premiums paid prior to your death;

 
a.
less withdrawals,

 
b.
less withdrawal charges,

 
c.
less Contract charges and fees,

 
d.
less premium taxes, and

 
e.
less any Contract Enhancement applied within the 12 months prior to your death.

Optional Death Benefits.  Optional death benefits are available but because there is an additional annual charge for each of these optional death benefits, and because you cannot change your selection, please be sure that you have read about and understand the Contract's standard death benefit before selecting an optional death benefit.  These optional death benefits are subject to our administrative rules to assure appropriate use, which administrative rules may be changed, as necessary.

Enhanced Death Benefit. The enhanced death benefit is equal to the greatest of:

1.           the standard death benefit;

2.           the total premiums paid prior to your death;

 
a.
less withdrawals,

 
b.
less withdrawal charges,

 
c.
less Contract charges and fees,

 
d.
less premium taxes, and

e.  
less any Contract Enhancement applied within the 12 months prior to your death,
compounded at 5% (4% if the Owner is age 70 or older at the date of issue).

3.           the Contract Value at the end of the 7th Contract year;

 
a.
plus all premiums made since the 7th year,

 
b.
less withdrawals,

 
c.
less withdrawal charges,

 
d.
less Contract charges and fees,

 
e.
less premium taxes, and

f.  
less any Contract Enhancement applied within the 12 months prior to your death,
 
compounded at 5% (4% if the Owner is age 70 or older at the date of issue).

The enhanced death benefit under 2 or 3 will never exceed 250% of premiums paid, less partial withdrawals, charges and fees, withdrawal charges, and premium taxes.

LifeGuard Freedom DB.  During the accumulation phase of your Contract, the LifeGuard Freedom DB is equal to the greatest of:

(a)
The Contract's standard death benefit (see the description above); or
(b)
The GMWB Death Benefit

PLEASE NOTE:  EFFECTIVE SEPTEMBER 28, 2009, THE LIFEGUARD FREEDOM DB ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

The LifeGuard Freedom DB is only available in conjunction with the purchase of the LifeGuard Freedom GMWB and only if the Owner is 75 years of age or younger on the date the endorsement is added to the Contract.  At election, the GMWB Death Benefit equals the LifeGuard Freedom GMWB Guaranteed Withdrawal Balance (GWB).  If you select the LifeGuard Freedom GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of any applicable premium taxes and adjusted for any subsequent premium payments and withdrawals.  If the LifeGuard Freedom GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.  Election of LifeGuard Freedom DB after issue is only permitted if another optional death benefit endorsement has not been elected.  In addition, if you convert to LifeGuard Freedom GMWB from another Guaranteed Minimum Withdrawal Benefit, LifeGuard Freedom DB is not available unless you are converting from the older version of LifeGuard Freedom GMWB to the newer version of LifeGuard Freedom GMWB.

At the time of a partial withdrawal, if the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is less than or equal to the greater of (1) the LifeGuard Freedom GMWB Guaranteed Annual Withdrawal Amount (GAWA) or (2) the required minimum distribution (RMD) under the Internal Revenue Code (for certain tax-qualified Contracts), the GMWB Death Benefit will be unchanged.  If a partial withdrawal plus all prior partial withdrawals made in the current Contract Year exceeds the greater of the GAWA or the RMD, the excess withdrawal is defined to be the lesser of (1) the amount of the partial withdrawal or (2) the amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, and the GMWB Death Benefit is reduced in the same proportion as the Contract Value is reduced for the excess withdrawal.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit and may lead to its premature termination.

With each subsequent premium received after this endorsement is effective, the GMWB Death Benefit is recalculated to equal the GMWB Death Benefit prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.00.

The GMWB Death Benefit is not adjusted upon step-up, the application of the GWB adjustment or the application of any bonus.  The GMWB Death Benefit will terminate on the date the Contract Value equals zero.

For more information about how the LifeGuard Freedom GMWB works, including how the GWB and GAWA are calculated, please see “For Life GMWB With Bonus and Annual Step-Up” beginning on page 91 .

Unlike the basic death benefit, this optional death benefit may provide value on or after the Income Date, which is the date on which you begin receiving annuity payments.  If the Income Date is before the Owner attains the age of 95, then this optional death benefit endorsement terminates and no death benefit is payable.  However, if the Income Date is on the date the Owner attains age of 95 or later (the latest possible Income Date) and one of the following income options is elected, then the corresponding death benefit is payable:

Life Income of the GAWA.  If this income option is elected, the death benefit payable to the Beneficiary when due proof of the Owner's death is received by the Company in Good Order is equal to the GMWB Death Benefit as of the Income Date.
 
Specified Period Income of the GAWA.  If this income option is elected, the death benefit payable to the Beneficiary when due proof of the Owner's death is received by the Company in Good Order is equal to the GMWB Death Benefit as of the Income Date.
 
If, under this income option, the Owner is not deceased as of the date that the final payment of the remaining GWB is due, the death benefit will be payable in a lump sum to the Owner along with the remaining GWB.
 
Life Income.  If this income option is elected and the Owner is the Annuitant or is a non-natural person, the death benefit payable to the Beneficiary when due proof of the Annuitant's death is received by the Company in Good Order is equal to the excess, if any, of (a) minus (b) where:
 
(a) = the GMWB Death Benefit on the Income Date; and
 
(b) = the Contract Value on the Income Date.
 
Joint and Survivor.  If this income option is elected and the Owner is the Annuitant or is a non-natural person, the death benefit payable to the Beneficiary when due proof of the survivor's death is received by the Company in Good Order is equal to the excess, if any, of (a) minus (b) where:
 
(a) = the GMWB Death Benefit on the Income Date; and
 
(b) = the Contract Value on the Income Date.
 
Life Annuity With at Least 120 or 240 Monthly Payments.  If this income option is elected and the Owner is the Annuitant or is a non-natural person, the death benefit payable to the Beneficiary when due proof of the Annuitant's death is received by the Company in Good Order is equal to the excess, if any, of (a) minus (b) where:
 
(a) = the GMWB Death Benefit on the Income Date; and
 
(b) = the Contract Value on the Income Date.

LifeGuard Freedom 6 DB, changes your basic death benefit during the accumulation phase of your Contract to the greatest of:

PLEASE NOTE:  EFFECTIVE OCTOBER 11, 2010, THIS ENDORSEMENT IS NO LONGER AVAILABLE TO ADD TO A CONTRACT.

(a)  
The Contract's Basic Death Benefit (see the description above); or
 
(b)  
The GMWB Death Benefit

The LifeGuard Freedom 6 DB is only available in conjunction with the purchase of the LifeGuard Freedom 6 GMWB and only if the Owner is 75 years of age or younger on the date the endorsement is added to the Contract.  At election, the GMWB Death Benefit equals the LifeGuard Freedom 6 GMWB Guaranteed Withdrawal Balance (GWB).  If you select the LifeGuard Freedom 6 GMWB when you purchase your Contract, the GWB is generally your initial premium payment, net of any applicable premium taxes and adjusted for any subsequent premium payments and withdrawals.  If the LifeGuard Freedom 6 GMWB is elected after the issue date, the GWB is generally your Contract Value on the date the endorsement is added, adjusted for any subsequent premium payments and withdrawals.  Election of LifeGuard Freedom 6 DB after issue is only permitted if another optional death benefit endorsement has not been elected.

At the time of a partial withdrawal, if the partial withdrawal plus all prior partial withdrawals made in the current Contract Year is less than or equal to the greater of (1) the LifeGuard Freedom 6 GMWB Guaranteed Annual Withdrawal Amount (GAWA) or (2) the required minimum distribution (RMD) under the Internal Revenue Code (for certain tax-qualified Contracts), the GMWB Death Benefit will be unchanged.  If a partial withdrawal plus all prior partial withdrawals made in the current Contract Year exceeds the greater of the GAWA or the RMD, the excess withdrawal is defined to be the lesser of (1) the amount of the partial withdrawal or (2) the amount by which the cumulative partial withdrawals for the current Contract Year exceeds the greater of the GAWA or the RMD, and the GMWB Death Benefit is reduced in the same proportion as the Contract Value is reduced for the excess withdrawal.  Therefore, please note that withdrawing more than the greater of the GAWA or RMD, as applicable, in a Contract Year may have a significantly negative impact on the value of this benefit and may lead to its premature termination.

With each subsequent premium received after this endorsement is effective, the GMWB Death Benefit is recalculated to equal the GMWB Death Benefit prior to the premium payment plus the amount of the premium payment, net of any applicable premium taxes, subject to a maximum of $5,000,000.00.

In addition, on the 7th Contract Anniversary following the effective date of the endorsement, the GMWB Death Benefit will automatically step up to the Contract Value if the Contract Value is greater than the GMWB Death Benefit.

The GMWB Death Benefit is not adjusted upon step-up of the LifeGuard Freedom 6 GMWB GWB, the application of the GWB adjustment or the application of any bonus.  The GMWB Death Benefit will terminate on the date the Contract Value equals zero.

For more information about how the LifeGuard Freedom 6 GMWB works, including how the GWB and GAWA are calculated, please see “For Life GMWB With Bonus and Annual Step-Up” beginning on page 112 .

Unlike the basic death benefit, this optional death benefit may provide value on or after the Income Date, which is the date on which you begin receiving annuity payments.  If the Income Date is before the Owner attains the age of 95, then this optional death benefit endorsement terminates and no death benefit is payable.  However, if the Income Date is on the date the Owner attains age of 95 or later (the latest possible Income Date) and one of the following income options is elected, then the corresponding death benefit is payable:

Life Income of the GAWA.  If this income option is elected, the death benefit payable to the Beneficiary when due proof of the Owner's death is received by the Company in Good Order is equal to the GMWB Death Benefit as of the Income Date.
 
Specified Period Income of the GAWA.  If this income option is elected, the death benefit payable to the Beneficiary when due proof of the Owner's death is received by the Company in Good Order is equal to the GMWB Death Benefit as of the Income Date.
 
If, under this income option, the Owner is not deceased as of the date that the final payment of the remaining GWB is due, the death benefit will be payable in a lump sum to the Owner along with the remaining GWB.
 
Life Income.  If this income option is elected and the Owner is the Annuitant or is a non-natural person, the death benefit payable to the Beneficiary when due proof of the Annuitant's death is received by the Company in Good Order is equal to the excess, if any, of (a) minus (b) where:
 
(a) = the GMWB Death Benefit on the Income Date; and
 
(b) = the Contract Value on the Income Date.
 
Joint and Survivor.  If this income option is elected and the Owner is the Annuitant or is a non-natural person, the death benefit payable to the Beneficiary when due proof of the survivor's death is received by the Company in Good Order is equal to the excess, if any, of (a) minus (b) where:
 
(a) = the GMWB Death Benefit on the Income Date; and
 
(b) = the Contract Value on the Income Date.
 
Life Annuity With at Least 120 Monthly Payments.  If this income option is elected and the Owner is the Annuitant or is a non-natural person, the death benefit payable to the Beneficiary when due proof of the Annuitant's death is received by the Company in Good Order is equal to the excess, if any, of (a) minus (b) where:
 
(a) = the GMWB Death Benefit on the Income Date; and
 
(b) = the Contract Value on the Income Date.

Payout Options.  The death benefit can be paid under one of the following death benefit options:

single lump sum payment; or
 
payment of entire death benefit within 5 years of the date of death; or
 
payment of the entire death benefit under an income option over the beneficiary's lifetime or for a period not extending beyond the beneficiary's life expectancy; or payment of a portion of the death benefit under an income option over the beneficiary's lifetime or for a period not extending beyond the beneficiary's life expectancy, with the balance of the death benefit payable to the beneficiary.

Under these payout options, the beneficiary may also elect to receive additional lump sums at any time.  The receipt of any additional lump sums will reduce the future income payments to the beneficiary.

Unless the beneficiary chooses to receive the death benefit in a single sum, the beneficiary must elect an income option within the 60-day period beginning with the date Jackson receives proof of death and payments must begin within one year of the date of death.  If the beneficiary chooses to receive some or all of the death benefit in a single sum and all the necessary requirements are met, Jackson will pay the death benefit within 7 days.  If the beneficiary is your spouse, he/she can continue the Contract in his/her own name at the then current Contract Value.

Pre-Selected Payout Options.  As Owner, you may also make a predetermined selection of the death benefit option to be paid if your death occurs before the Income Date.  If this Pre-selected Death Benefit Option Election is in force at the time of your death, the payment of the death benefit may not be postponed, nor can the Contract be continued under any other provisions of this Contract.  This restriction applies even if the beneficiary is your spouse, unless such restriction is prohibited by the Internal Revenue Code.  The Pre-selected Death Benefit Option may not be available in your state.

Special Spousal Continuation Option. If your spouse is the beneficiary and elects to continue the Contract in his or her own name after your death, no death benefit will be paid at that time.  Instead, we will contribute to the Contract a Continuation Adjustment, which is the amount by which the death benefit that would have been payable exceeds the Contract Value.  We calculate this amount using the Contract Value and death benefit as of the date we receive completed forms and due proof of death from the beneficiary of record and the spousal beneficiary's written request to continue the Contract (the “Continuation Date”).  We will add this amount to the Contract based on the allocation instructions at the time of your death, subject to any minimum allocation restrictions, unless we receive other allocation instructions from your spouse.  The Special Spousal Continuation Option may not be available in your state.  See your financial advisor for information regarding the availability of the Special Spousal Continuation Option.

If your spouse continues the Contract in his/her own name, the new Contract Value will be considered the initial premium for purposes of determining any future death benefit under the Contract.  The age of the surviving spouse at the time of the continuation of the Contract will be used to determine all benefits under the Contract.

If your spouse elects to continue the Contract, your spouse, as new Owner, cannot terminate certain optional benefits you might have elected.  The Contract and its optional benefits remain the same.  Your spouse will also be subject to the same fees, charges and expenses under the Contract as you were.

A GMWB, however, will terminate upon your death (and no further GMWB charges will be deducted), unless your spouse is eligible for the benefit and elects to continue it with the Contract.  For more information, please see the individual GMWB subsections earlier in this prospectus under “Access To Your Money.”

If you have elected the Preselected Death Benefit Option the Contract cannot be continued under the Special Spousal Continuation Option, unless preventing continuation would be prohibited by the Internal Revenue Code.  The Preselected Death Benefit Option may not be available in your state.

Death of Owner On or After the Income Date. If you or a joint Owner die on or after the Income Date, and you are not the annuitant, any remaining payments under the income option elected will continue at least as rapidly as under the method of distribution in effect at the date of death.  If you die, the beneficiary becomes the Owner.  If the joint Owner dies, the surviving joint Owner, if any, will be the designated beneficiary.  Any other beneficiary designation on record at the time of death will be treated as a contingent beneficiary.  A contingent beneficiary is entitled to receive payment only after the beneficiary dies.

Death of Annuitant Before the Income Date. If the annuitant is not an Owner or joint Owner and the annuitant dies before the Income Date, you become the new annuitant.  You may name a new annuitant, subject to our underwriting rules.  However, if the Owner is a non-natural person (for example, a corporation), then the death of the annuitant will be treated as the death of the Owner, and a new annuitant may not be named.

Death of Annuitant On or After the Income Date. If the annuitant dies on or after the Income Date, any remaining payments will be as provided for in the income option selected.  Any remaining payments will be paid at least as rapidly as under the method of distribution in effect at the annuitant's death.

TAXES

The following is only general information and is not intended as tax advice to any individual.  Additional tax information is included in the SAI.  You should consult your own tax adviser as to how these general rules will apply to you if you purchase a Contract.

CONTRACT OWNER TAXATION

Tax-Qualified and Non-Qualified Contracts. If you purchase the Contract as a part of a tax-qualified plan such as an Individual Retirement Annuity (IRA), Tax-Sheltered Annuity (sometimes referred to as 403(b) Contract), or pension or profit-sharing plan (including a 401(k) Plan or H.R. 10 Plan), your Contract will be what is referred to as a tax-qualified contract.  Tax deferral under a tax-qualified contract arises under the specific provisions of the Internal Revenue Code (Code) governing the tax-qualified plan, so a tax-qualified contract should be purchased only for the features and benefits other than tax deferral that are available under a tax-qualified contract, and not for the purpose of obtaining tax deferral.  You should consult your own adviser regarding these features and benefits of the Contract prior to purchasing a tax-qualified Contract.

If you do not purchase the Contract as a part of any tax-qualified pension plan, specially sponsored program or an individual retirement annuity, your Contract will be what is referred to as a non-qualified contract.

The amount of your tax liability on the earnings under and the amounts received from either a tax-qualified or a non-qualified Contract will vary depending on the specific tax rules applicable to your Contract and your particular circumstances.

Non-Qualified Contracts – General Taxation. Increases in the value of a non-qualified Contract attributable to undistributed earnings are generally not taxable to the Contract Owner or the annuitant until a distribution (either as a withdrawal, including withdrawals under any GMWB you may elect, or as an income payment) is made from the Contract.  This tax deferral is generally not available under a non-qualified Contract owned by a non-natural person (e.g., corporation or certain other entities other than a trust holding the Contract as an agent for a natural person).  Also loans based on a non-qualified Contract are treated as distributions.

Non-Qualified Contracts – Aggregation of Contracts. For purposes of determining the taxability of a distribution, the Code provides that all non-qualified contracts issued by us (or an affiliate) to you during any calendar year must be treated as one annuity contract.  Additional rules may be promulgated under this Code provision to prevent avoidance of its effect through the ownership of serial contracts or otherwise.

Non-Qualified Contracts – Withdrawals and Income Payments. Any withdrawal from a non-qualified Contract, including withdrawals under any GMWB you may elect, is taxable as ordinary income to the extent it does not exceed the accumulated earnings under the Contract.  In contrast, a part of each income payment under a non-qualified Contract is generally treated as a non-taxable return of premium.  The balance of each income payment is taxable as ordinary income.  The amounts of the taxable and non-taxable portions of each income payment are determined based on the amount of the investment in the Contract and the length of the period over which income payments are to be made.  Income payments received after you have received all of your investment in the Contract is recovered are fully taxable as ordinary income.  Additional information is provided in the SAI.

The Code also imposes a 10% penalty on certain taxable amounts received under a non-qualified Contract.  This penalty tax will not apply to any amounts:  (1) paid on or after the taxpayer reaches age 59 1/2; (2) paid to a beneficiary after you die; (3) paid if the recipient becomes totally disabled (as that term is defined in the Code); (4) paid in a series of substantially equal periodic payments made annually (or more frequently) for life or a period not exceeding life expectancy of the recipient or of the recipient and a beneficiary; (5) paid under an immediate annuity; or (6) which come from premiums made prior to August 14, 1982.

Beginning in 2013, the taxable portion of distributions from a non-qualified annuity Contract will be considered investment income for purposes of the new Medicare tax on investment income.  As a result, a 3.8% tax will generally apply to some or all of the taxable portion of distributions to individuals whose modified adjusted gross income exceeds certain threshold amounts.  For 2013, these levels are $200,000 in the case of single taxpayers, $250,000 in the case of married taxpayers filing joint returns, and $125,000 in the case of married taxpayers filing separately.  Owners should consult their own tax advisers for more information.

Non-Qualified Contracts – Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the Code requires any nonqualified contract issued after January 18, 1985 to provide that (a) if an Owner dies on or after the annuity starting date but prior to the time the entire interest in the contract has been distributed, the remaining portion of such interest will be distributed at least as rapidly as under the method of distribution being used as of the date of that Owner's death; and (b) if an Owner dies prior to the annuity starting date, the entire interest in the contract must be distributed within five years after the date of the Owner's death.

The requirements of (b) above can be considered satisfied if any portion of the Owner's interest which is payable to or for the benefit of a “designated beneficiary” is distributed over the life of such beneficiary or over a period not extending beyond the life expectancy of that beneficiary and such distributions begin within one year of that Owner's death.  The Owner's “designated beneficiary,” who must be a natural person, is the person designated by such Owner as a beneficiary and to whom ownership of the Contract passes by reason of death.  However, if the Owner's “designated beneficiary” is the surviving spouse of the Owner, the contract may be continued with the surviving spouse as the new Owner.

Tax-Qualified Contracts – Withdrawals and Income Payments.  The Code imposes limits on loans, withdrawals, and income payments under tax-qualified Contracts.  The Code also imposes minimum distribution requirements for tax-qualified Contracts and a 10% penalty on certain taxable amounts received prematurely under a tax-qualified Contract.  These limits, required minimum distributions, tax penalties and the tax computation rules are summarized in the SAI.  Any withdrawals under a tax-qualified Contract, including withdrawals under any GMWB you may elect, will be taxable except to the extent they are allocable to an investment in the Contract (any after-tax contributions).  In most cases, there will be little or no investment in the Contract for a tax-qualified Contract because contributions will have been made on a pre-tax or tax-deductible basis.

Withdrawals – Tax-Sheltered Annuities. The Code limits the withdrawal of amounts attributable to purchase payments made under a salary reduction agreement from Tax-Sheltered Annuities.  Withdrawals can only be made when an Owner:  (1) reaches age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as that term is defined in the Code); or (5) experiences hardship.  However, in the case of hardship, the Owner can only withdraw the premium and not any earnings.

Withdrawals – Roth IRAs. Subject to certain limitations, individuals may also purchase a new type of non-deductible IRA annuity, known as a Roth IRA annuity.  Qualified distributions from Roth IRA annuities are entirely federal income tax free.  A qualified distribution requires that the individual has held the Roth IRA annuity for at least five years and, in addition, that the distribution is made either after the individual reaches age 59 1/2, on account of the individual's death or disability, or as qualified first-time home purchase, subject to a $10,000 lifetime maximum, for the individual, or for a spouse, child, grandchild, or ancestor.

Constructive Withdrawals – Investment Adviser Fees. Withdrawals from non-qualified Contracts for the payment of investment adviser fees will be considered taxable distributions from the Contract.  In a series of Private Letter Rulings, however, the Internal Revenue Service has held that the payment of investment adviser fees from a tax-qualified Contract need not be considered a distribution for income tax purposes.  Under the facts in these Rulings:  (i) there was a written agreement providing for payments of the fees solely from the annuity Contract, (ii) the Contract Owner had no liability for the fees and (iii) the fees were paid solely from the annuity Contract to the adviser.

Extension of Latest Income Date.  If you do not annuitize your non-qualified Contract on or before the latest Income Date, it is possible that the IRS could challenge the status of your Contract as an annuity Contract for tax purposes.  The result of such a challenge could be that you would be viewed as either constructively receiving the increase in the account value each year from the inception of the Contract or the entire increase in the account value would be taxable in the year of your Latest Income Date.  In either situation, you could realize taxable income even if the Contract proceeds are not distributed to you at that time.  Accordingly, before purchasing a Contract, you should consult your tax advisor with respect to these issues.

Death Benefits. None of the death benefits paid under the Contract will be tax-exempt life insurance benefits to the beneficiary.  The rules governing the taxation of payments from an annuity Contract, as discussed above, generally apply to the payment of death benefits and depend on whether the death benefits are paid as a lump sum or as annuity payments.  Estate or gift taxes may also apply.

IRS Approval. The Contract and all riders attached thereto have been approved by the IRS for use as an Individual Retirement Annuity prototype.

Assignment. An assignment of a Contract will generally be a taxable event.  Assignments of a tax-qualified Contract may also be limited by the Code and ERISA.  These limits are summarized in the SAI.  You should consult your tax adviser prior to making any assignment of a Contract.

Diversification. The Code provides that the underlying investments for a non-qualified variable annuity must satisfy certain diversification requirements in order to be treated as an annuity Contract.  Jackson believes that the underlying investments are being managed so as to comply with these requirements.  A fuller discussion of the diversification requirements is contained in the SAI.

Owner Control. In a Revenue Ruling issued in 2003, the Internal Revenue Service (IRS) considered certain variable annuity and variable life insurance contracts and held that the types of actual and potential control that the Contract Owners could exercise over the investment assets held by the insurance company under these variable contracts was not sufficient to cause the Contract Owners to be treated as the Owners of those assets and thus to be subject to current income tax on the income and gains produced by those assets.  Under the Contract, like the contracts described in the Revenue Ruling, there will be no arrangement, plan, contract or agreement between the Contract Owner and Jackson regarding the availability of a particular investment option and other than the Contract Owner's right to allocate premiums and transfer Funds among the available sub-accounts, all investment decisions concerning the sub-accounts will be made by the insurance company or an advisor in its sole and absolute discretion.

The Contract will differ from the contracts described in the Revenue Ruling, in two respects.  The first difference is that the contract in the Revenue Ruling provided only 12 investment options with the insurance company having the ability to add an additional 8 options whereas a Contract currently offers 100 Investment Divisions and at least one Fixed Account option, although a Contract Owner's Contract Value can be allocated to no more than 18 Allocation Options at any one time.  The second difference is that the Owner of a contract in the Revenue Ruling could only make one transfer per 30-day period without a fee whereas during the accumulation phase, a Contract Owner will be permitted to make up to 15 transfers in any one year without a charge.

The Revenue Ruling states that whether the Owner of a variable contract is to be treated as the Owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances.  Jackson does not believe that the differences between the Contract and the contracts described in the Revenue Ruling with respect to the number of investment choices and the number of investment transfers that can be made under the contract without an additional charge should prevent the holding in the Revenue Ruling from applying to the Owner of a Contract.  At this time, however, it cannot be determined whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance.  We reserve the right to modify the Contract to the extent required to maintain favorable tax treatment.

Withholding. In general, the income portion of distributions from a Contract are subject to 10% federal income tax withholding and the income portion of income payments are subject to withholding at the same rate as wages unless you elect not to have tax withheld.  Some states have enacted similar rules.  Different rules may apply to payments delivered outside the United States.

Eligible rollover distributions from a Contract issued under certain types of tax-qualified plans will be subject to federal tax withholding at a mandatory 20% rate unless the distribution is made as a direct rollover to a tax-qualified plan or to an individual retirement account or annuity.

The Code generally allows the rollover of most distributions to and from tax-qualified plans, tax-sheltered annuities, Individual Retirement Annuities and eligible deferred compensation plans of state or local governments.  Distributions which may not be rolled over are those which are:

(a)
one of a series of substantially equal annual (or more frequent) payments made (a) over the life or life expectancy of the employee, (b) the joint lives or joint life expectancies of the employee and the employee's beneficiary, or (c) for a specified period of ten years or more;
 
(b)
a required minimum distribution; or
 
(c)
a hardship withdrawal .
 
   

JACKSON TAXATION

We will pay company income taxes on the taxable corporate earnings created by this separate account product adjusted for various permissible deductions and certain tax benefits discussed below.  While we may consider company income tax liabilities and tax benefits when pricing our products, we do not currently include our income tax liabilities in the charges you pay under the contract.  We will periodically review the issue of charging for these taxes and may impose a charge in the future.  (We do impose a so-called “Federal (DAC) Tax Charge” under variable life insurance policies, but the “Federal (DAC) Tax Charge” merely compensates us for the required deferral of acquisition cost and does not constitute company income taxes.)

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including separate account assets that are treated as company assets under applicable income tax law.  These benefits reduce our overall corporate income tax liability.  Under current law, such benefits may include dividends received deductions and foreign tax credits which can be material.  We do not pass these benefits through to the separate accounts, principally because:  (i) the great bulk of the benefits results from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the separate account receives; (ii) product Owners are not the Owners of the assets generating the benefits under applicable income tax law; and (iii) while we impose a so-called “Federal (DAC) Tax Charge” under variable life insurance policies, we do not currently include company income taxes in the charges Owners pay under the products.

OTHER INFORMATION

Dollar Cost Averaging. You can arrange to have a regular amount of money periodically transferred automatically into the Investment Divisions and the other guaranteed fixed account options from the one-year guaranteed fixed account or any of the other Investment Divisions.  This theoretically gives you a lower average cost per unit for the Investment Divisions over time than you would receive if you made a one-time purchase.  The more volatile Investment Divisions may not result in lower average costs and such divisions may not be an appropriate source of dollar cost averaging transfers in volatile markets.  Certain restrictions may apply.

Earnings Sweep. You can choose to move your earnings from the source accounts (only applicable from the one-year guaranteed fixed account option and the JNL/WMC Money Market Fund).  There is no charge for Earnings Sweep.

Rebalancing. You can arrange to have Jackson automatically reallocate your Contract Value among Investment Divisions and the 1-year guaranteed fixed account periodically to maintain your selected allocation percentages.  Rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing Investment Divisions.

Jackson does not currently charge for participation in this program.  We may do so in the future.

Free Look. You may return your Contract to the selling agent or Jackson within 20 days after receiving it.  Jackson will return the Contract Value in the Investment Division plus any fees and expenses deducted from the premiums allocated to the Investment Divisions plus the full amount of premiums you allocated to the guaranteed fixed account.  We will determine the Contract Value in the Investment Division as of the date we receive the Contract (subject to state variations).  Jackson will return premium payment where required by law.  In some states, we are required to hold the premiums of a senior citizen in the Fixed Account during the free look period, unless we are specifically directed to allocate the premiums to the Investment Divisions.  State laws vary; your free look rights will depend on the laws of the state in which you purchased the Contract.

Advertising. From time to time, Jackson may advertise several types of performance for the Investment Divisions.

·
Total return is the overall change in the value of an investment in an Investment Division over a given period of time.
 
·
Standardized average annual total return is calculated in accordance with SEC guidelines.
 
·
Non-standardized total return may be for periods other than those required or may otherwise differ from standardized average annual total return.  For example, if a Fund has been in existence longer than the Investment Division, we may show non-standardized performance for periods that begin on the inception date of the Fund, rather than the inception date of the Investment Division.
 
·
Yield refers to the income generated by an investment over a given period of time.

Performance will be calculated by determining the percentage change in the value of an accumulation unit by dividing the increase (decrease) for that unit by the value of the accumulation unit at the beginning of the period.  Performance will reflect the deduction of the insurance charges and may reflect the deduction of the annual contract maintenance charge and withdrawal charge.  The deduction of the annual contract maintenance charge and/or the withdrawal charge would reduce the percentage increase or make greater any percentage decrease.

Restrictions Under the Texas Optional Retirement Program (ORP). Contracts issued to participants in ORP contain restrictions required under the Texas Administrative Code.  In accordance with those restrictions, a participant in ORP will not be permitted to make withdrawals prior to such participant's retirement, death, attainment of age 70 1/2 or termination of employment in a Texas public institution of higher education.  The restrictions on withdrawal do not apply in the event a participant in ORP transfers the Contract Value to another approved Contract or vendor during the period of ORP participation.  These requirements will apply to any other jurisdiction with comparable requirements.

Modification of the Contract. Only the President, Vice President, Secretary or Assistant Secretary of Jackson may approve a change to or waive a provision of the Contract.  Any change or waiver must be in writing.  Jackson may change the terms of the Contract in order to comply with changes in applicable law, or otherwise as deemed necessary by Jackson.

Confirmation of Transactions.  We will send you a written statement confirming that a financial transaction, such as a premium payment, withdrawal, or transfer has been completed.  This confirmation statement will provide details about the transaction.  Certain transactions which are made on a periodic or systematic basis will be confirmed in a quarterly statement only.

It is important that you carefully review the information contained in the statements that confirm your transactions.  If you believe an error has occurred you must notify us in writing within 30 days of receipt of the statement so we can make any appropriate adjustments.  If we do not receive notice of any such potential error, we may not be responsible for correcting the error.

Legal Proceedings.   Jackson and its subsidiaries are defendants in a number of civil proceedings, including class actions, arising in the ordinary course of business. These include civil litigation proceedings, which appear to be substantially similar to other class action litigation brought against many life insurers, including a modal premium case, alleging misconduct in the sale of insurance products. We do not believe at the present time that any pending action or proceeding will have a material adverse effect upon the Separate Account, Jackson’s ability to meet its obligations under the Contracts, or Jackson National Life Distributors LLC’s ability to perform its contract with the Separate Account.

PRIVACY POLICY

Collection of Nonpublic Personal Information. We collect nonpublic personal information (financial and health) about you from some or all of the following sources:

·
Information we receive from you on applications or other forms;
 
·
Information about your transactions with us;
 
·
Information we receive from a consumer reporting agency;
 
·
Information we obtain from others in the process of verifying information you provide us; and
 
·
Individually identifiable health information, such as your medical history when you have applied for a life insurance policy.

Disclosure of Current and Former Customer Nonpublic Personal Information.  We will not disclose our current and former customers' nonpublic personal information to affiliated or nonaffiliated third parties, except as permitted by law.  To the extent permitted by law, we may disclose to either affiliated or nonaffiliated third parties all of the nonpublic personal financial information that we collect about our customers, as described above.

In general, any disclosures to affiliated or non-affiliated parties will be for the purpose of them providing services for us so that we may more efficiently administer your Contract and process the transactions and services you request.  We do not sell information to either affiliated or non-affiliated parties.

We also share customer name and address information with unaffiliated mailers to assist in the mailing of company newsletters and other Contract Owner communications.  Our agreements with these third party mailers require them to use this information responsibly and restrict their ability to share this information with other parties.

We do not internally or externally share nonpublic personal health information other than, as permitted by law, to process transactions or to provide services that you have requested.  These transactions or services include, but are not limited to, underwriting life insurance policies, obtaining reinsurance of life policies, and processing claims for waiver of premium, accelerated death benefits, terminal illness benefits or death benefits.

You should know that your representative is independent of Jackson.  He or she is responsible for the use and security of information you provide him or her.  Please contact your representative if you have questions about his or her privacy policy.

Security to Protect the Confidentiality of Nonpublic Personal Information. We have security practices and procedures in place to prevent unauthorized access to your nonpublic personal information.  Our practices of safeguarding your information help protect against the criminal use of the information.  Our employees are bound by a Code of Conduct requiring that all information be kept in strict confidence, and they are subject to disciplinary action for violation of the Code.

We restrict access to nonpublic personal information about you to our employees, agents and contractors.  We maintain physical, electronic, and procedural safeguards that comply with federal and state regulations to guard your nonpublic personal information.


 




Questions.  If you have questions about your Contract, you may call or write to us at:
·
Annuity Service Center:  (800) 873-5654                                                                           (8 a.m. - 8 p.m. ET)
P.O. Box 30314, Lansing, Michigan 48909-7814
·
Institutional Marketing Group Service Center:   (800) 777-7779 (8 a.m. - 8 p.m. ET)
P.O. Box 30314, Lansing, Michigan 48909-7814

 
 
 

TABLE OF CONTENTS OF
THE STATEMENT OF ADDITIONAL INFORMATION

 
General Information and History
 
 
Services
 
 
Purchase of Securities Being Offered
 
 
Underwriters
 
 
Calculation of Performance
 
 
Additional Tax Information
 
 
Annuity Provisions
 
 
Net Investment Factor
 
 
Condensed Financial Information
 
 
Financial Statements of the Separate Account
 
 
Financial Statements of Jackson
 

APPENDIX A

 
TRADEMARKS, SERVICE MARKS, AND RELATED DISCLOSURES

“JNL®,” “Jackson National® , “Jackson® , “Jackson of NY ® ” and “Jackson National Life Insurance Company of New York ® are trademarks or service marks of Jackson National Life Insurance Company ® .

The “Dow Jones®”, “Dow Jones Industrial AverageSM”, “DJIASM” , “Dow Jones Select Dividend IndexSM” , “The DowSM” , “the Dow 10SM” , and the “Dow Jones U.S. Contrarian Opportunities Index SM ” are products of Dow Jones Indexes, the marketing name of and a licensed trademark of CME Group Index Services LLC (“CME”), and have been licensed for use.  “Dow Jones®”, “Dow Jones Industrial AverageSM”, “DJIASM” , “Dow Jones Select Dividend IndexSM” , “The DowSM” , “the Dow 10SM” , the “Dow Jones U.S. Contrarian Opportunities Index SM ” and “Dow Jones Indexes” are service marks of Dow Jones Trademark Holdings, LLC (“Dow Jones”) and have been licensed to CME  and have been sub-licensed for use for certain purposes by Jackson National Life Insurance Company®(“Jackson”).  The JNL/Mellon Capital Management JNL 5 Fund, the JNL/Mellon Capital Management VIP Fund, the JNL/Mellon Capital Management DowSM Dividend Fund, the JNL/Mellon Capital Management JNL Optimized 5 Fund, the JNL/Mellon Capital Management Communications Sector Fund, the JNL/Mellon Capital Management Consumer Brands Sector Fund, the JNL/Mellon Capital Management Financial Sector Fund, the JNL/Mellon Capital Management Healthcare Sector Fund, the JNL/Mellon Capital Management Oil & Gas Sector Fund, the JNL/Mellon Capital Management Technology Sector Fund , and the JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund based on the Dow Jones U.S. Contrarian Opportunities Index SM   (“Funds”) are not sponsored, endorsed, sold or promoted by Dow Jones, CME or their respective affiliates.  Dow Jones, CME and their respective affiliates make no representation or warranty, expressed or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly.  The only relationship of Dow Jones, CME or any of their respective affiliates to the Funds is the licensing of certain trademarks, trade names and service marks of Dow Jones and of the “Dow Jones ”, “Dow Jones Industrial AverageSM”, “DJIASM” , “Dow Jones Select Dividend IndexSM” , “The DowSM” , “the Dow 10SM”, and the “Dow Jones U.S. Contrarian Opportunities Index SM ” which is determined, composed and calculated by CME without regard to Jackson or the Funds.  Dow Jones and CME have no obligation to take the needs of Jackson or the owners of the Funds into consideration in determining, composing or calculating the Funds.  Dow Jones, CME and their respective affiliates are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the to be issued or in the determination or calculation of the equation by which the Funds are to be converted into cash.  Dow Jones, CME and their respective affiliates have no obligation or liability in connection with the administration, marketing or trading of the Funds.   Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund currently being issued by Jackson National Life Insurance Company, but which may be similar to and competitive with the JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund.  In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Dow Jones U.S. Contrarian Opportunities Index SM .  It is possible that this trading activity will affect the value of the Dow Jones U.S. Contrarian Opportunities Index SM and JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund.   
 
Dow Jones, CME and their respective affiliates do not:
Sponsor, endorse, sell or promote the Funds.
Recommend that any person invest in the Funds.
Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Funds.
Have any responsibility or liability for the administration, management or marketing of the Funds.
Consider the needs of the Funds in determining, composing or calculating the DJIA or have any obligation to do so.

Dow Jones, CME and their respective affiliates will not have any liability in connection with the Funds. Specifically,
Dow Jones, CME and their respective affiliates do not make any warranty, express or implied, and Dow Jones, CME and their respective affiliates disclaim any warranty about:
 
The results to be obtained by the Funds or any other person in connection with the use of the DJIA and the data included in the DJIA;
 
The accuracy or completeness of the DJIA and its data;
 
The merchantability and the fitness for a particular purpose or use of the DJIA and its data;
Dow Jones, CME and/or their respective affiliates will have no liability for any errors, omissions or interruptions in the DJIA or its data;
Under no circumstances will Dow Jones, CME and/or their respective affiliates be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if they know that they might occur.
The licensing agreement relating to the use of the indexes and trademarks referred to above by Jackson National Life Insurance Company® and Dow Jones is solely for the benefit of the Funds and not for any other third parties.
DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE “DOW JONES®”, “DOW JONES INDUSTRIAL AVERAGESM”, “DJIASM” , “DOW JONES SELECT DIVIDEND INDEXSM” , “THE DOWSM” , “THE DOW 10SM” , “DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX SM ” and “DOW JONES INDEXES” OR ANY DATA INCLUDED THEREIN AND DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY JACKSON, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE “DOW JONES®”, “DOW JONES INDUSTRIAL AVERAGESM”, “DJIASM” , “DOW JONES SELECT DIVIDEND INDEXSM” , “THE DOWSM” , “THE DOW 10SM” , “DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX SM ” and “DOW JONES INDEXES” OR ANY DATA INCLUDED THEREIN.  DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE “DOW JONES®”, “DOW JONES INDUSTRIAL AVERAGESM”, “DJIASM” , “DOW JONES SELECT DIVIDEND INDEXSM” , “THE DOWSM” , “THE DOW 10SM” , “DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX SM ” and “DOW JONES INDEXES” OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, CME OR THEIR RESPECTIVE AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.  THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN CME AND JACKSON, OTHER THAN THE LICENSORS OF CME.

Goldman Sachs is a registered service mark of Goldman, Sachs & Co.

The Product(s) is not sponsored, endorsed, sold or promoted by The Nasdaq Stock Market, Inc. (including its affiliates) (Nasdaq, with its affiliates, are referred to as the Corporations).  The Corporations have not passed on the legality or suitability of or the accuracy or adequacy of descriptions and disclosures relating to the Product(s).  The Corporations make no representation or warranty, express or implied to the Owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly, or the ability of the Nasdaq-100 Index® to track general stock market performance.  The Corporations’ only relationship to Jackson (Licensee) is in the licensing of the Nasdaq-100®, Nasdaq-100 Index® and Nasdaq® trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed and calculated by Nasdaq without regard to Licensee or the Product(s).  Nasdaq has no obligation to take the needs of the Licensee or the Owners of the Product(s) into consideration in determining, composing or calculating the Nasdaq-100 Index®.  The Corporations are not responsible for and have not participated in the determination of the timing of, prices at or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash.  The Corporations have no liability in connection with the administration, marketing or trading of the Product(s).
The Corporations do not guarantee the accuracy and/or uninterrupted calculation of the Nasdaq-100 index® or any data included therein.  The Corporations make no warranty, express or implied, as to results to be obtained by Licensee, Owners of the product(s) or any other person or entity from the use of the Nasdaq-100 Index® or any data included therein.  The Corporations make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Nasdaq-100 Index® or any data included therein.  Without limiting any of the foregoing, in no event shall the Corporations have any liability for any lost profits or special, incidental, punitive, indirect or consequential damages, even if notified of the possibility of such damages.
“The Nasdaq-100®,” “Nasdaq-100 Index®,” “Nasdaq Stock Market®” and “Nasdaq®” are trade or service marks of The Nasdaq, Inc. (which with its affiliates are the “Corporations”) and have been licensed for use by Jackson.  The Corporations have not passed on the legality or suitability of the JNL/Mellon Capital Management Nasdaq®25 Fund, the JNL/Mellon Capital Management JNL Optimized 5 Fund, or the JNL/Mellon Capital Management VIP Fund.  The JNL/Mellon Capital Management Nasdaq® 25 Fund, the JNL/Mellon Capital Management VIP Fund and the JNL/Mellon Capital Management JNL Optimized 5 Fund are not issued, endorsed, sponsored, managed, sold or promoted by the Corporations.  THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE JNL/MELLON CAPITAL MANAGEMENT NASDAQ® 25 FUND, THE JNL/MELLON CAPITAL MANAGEMENT VIP FUND AND THE JNL/MELLON CAPITAL MANAGEMENT JNL OPTIMIZED 5 FUND.

“NYSE®” is a registered mark of, and “NYSE International 100 IndexSM” is a service mark of, the New York Stock Exchange, Inc. (“NYSE”) and have been licensed for use for certain purposes by Jackson National Asset Management, LLC.  The JNL/Mellon Capital Management NYSE® International 25 Fund is not sponsored, endorsed, sold or promoted by NYSE, and NYSE makes no representation regarding the advisability of investing in the JNL/Mellon Capital Management NYSE® International 25 Fund.
 
“NYSE International 100 IndexSM” is a service mark of NYSE Group, Inc.  NYSE Group, Inc. has no relationship to Jackson National Asset Management, LLC, other than the licensing of the “NYSE International 100 IndexSM” (the “Index”) and its service marks for use in connection with the JNL/Mellon Capital Management NYSE® International 25 Fund.
 
NYSE Group, Inc. does not:
· Sponsor, endorse, sell or promote the JNL/Mellon Capital Management NYSE® International 25 Fund.
· Recommend that any person invest in the JNL/Mellon Capital Management NYSE® International 25 Fund or any other securities.
· Have any responsibility or liability for or make any decisions about the timing, amount or pricing of JNL/Mellon Capital Management NYSE® International 25 Fund.
· Have any responsibility or liability for the administration, management or marketing of the JNL/Mellon Capital Management NYSE® International 25 Fund.
· Consider the needs of the JNL/Mellon Capital Management NYSE® International 25 Fund or the owners of the JNL/Mellon Capital Management NYSE® International 25 Fund in determining, composing or calculating the NYSE International 100 IndexSM or have any obligation to do so.

NYSE Group, Inc. and its affiliates will not have any liability in connection with the JNL/Mellon Capital Management NYSE® International 25 Fund.  Specifically,
 
· NYSE Group, Inc. and its affiliates make no warranty, express or implied, and NYSE Group, Inc. and its affiliates disclaim any warranty about:
· The results to be obtained by the JNL/Mellon Capital Management NYSE® International 25 Fund, the owner of the JNL/Mellon Capital Management NYSE® International 25 Fund or any other person in connection with the use of the Index and the data included in the NYSE International 100 IndexSM;
· The accuracy or completeness of the Index and its data;
· The merchantability and the fitness for a particular purpose or use of the Index and its data;
· NYSE Group, Inc. will have no liability for any errors, omissions or interruptions in the Index or its data;
· Under no circumstances will NYSE Group, Inc. or any of its affiliates be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if NYSE Group, Inc. knows that they might occur.
 
The licensing agreement between Jackson National Asset Management, LLC and NYSE Group, Inc. is solely for their benefit and not for the benefit of the owners of the JNL/Mellon Capital Management NYSE® International 25 Fund or any other third parties.

Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes.  Russell is a trademark of Russell Investment Group.
 
JNL/Mellon Capital Management Small Cap Index Fund is not promoted, sponsored or endorsed by, nor in any way affiliated with Russell Investment Group (“Russell”).  Russell is not responsible for and has not reviewed JNL/Mellon Capital Management Small Cap Index Fund nor any associated literature or publications and Russell makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.
 
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes.  Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
 
Russell’s publication of the Russell Indexes in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based.  RUSSELL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE RUSSELL INDEXES.  RUSSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES.  RUSSELL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL INDEX(ES) OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.

“STANDARD & POOR’S®,” “S&P®,” “S&P 500®,” “STANDARD & POORS’S 500®,” “S&P 500® Index,” “S&P MIDCAP 400 Index®,” and the “S&P SmallCap 600 Index®” are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and have been licensed for use by Jackson.  The JNL/Mellon Capital Management S&P 500 Index Fund, the JNL/Mellon Capital Management S&P 400 MidCap Index Fund, the JNL/Mellon Capital Management S&P® SMid 60 Fund, the JNL/Mellon Capital Management JNL 5 Fund, the JNL/Mellon Capital Management VIP Fund, the JNL/Mellon Capital Management S&P® 24 Fund and any other investment fund or other vehicle that is offered by third parties that uses an S&P Indices Index as a benchmark or measure of performance, bears the “ S&P ” or “Standard & Poor’s” mark and/or seeks to provide an investment return based on any S&P Indices Index  are not sponsored, endorsed, sold or promoted by S&P and its affiliates. S&P is not an investment adviser and S&P and its affiliates make no representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in the Funds or other such fund or vehicle.  Among the fund options considered are index funds based on the S&P 500 and other indexes that are published by S&P.  S&P Indices 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 and its affiliates .

“Value Line®,” “The Value Line Investment Survey,” and “Value Line TimelinessTM Ranking System” are trademarks of Value Line Securities, Inc. or Value Line Publishing, Inc. that have been licensed to Jackson.  The JNL/Mellon Capital Management Value Line® 30 Fund, the JNL/Mellon Capital Management VIP Fund, and the JNL/Mellon Capital Management JNL Optimized 5 Fund are not sponsored, recommended, sold or promoted by Value Line Publishing, Inc., Value Line, Inc. or Value Line Securities, Inc. (“Value Line”).  Value Line makes no representation regarding the advisability of investing in the JNL/Mellon Capital Management Value Line® 30 Fund, the JNL/Mellon Capital Management VIP Fund, and the JNL/Mellon Capital Management JNL Optimized 5 Fund.  Jackson is not affiliated with any Value Line Company.

THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”).  THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI.  MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY JACKSON NATIONAL ASSET MANAGEMENT, LLC.  NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE.  MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY.  NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES.  NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND IS REDEEMABLE.  FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND .
 
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN.  NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND , OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND , OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN.  NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
 



 
APPENDIX B
 

BROKER-DEALER SUPPORT
 

Below is a complete list of broker-dealers that received marketing and distribution and/or administrative support in 2011 from the Distributor in relation to the sale of our variable insurance products.

 

1st Global Capital Corporation
Cape Securities
Essex Financial Services Inc
Harbor Financial Services
Advisory Group Equity Services
Capital Analysts Inc
Essex National Securities Inc
Harbour Investment Inc
Allegiant Securities
Capital Financial Services
Fifth Third Securities
Harger & Company
Allen & Company
Capital Guardian LLC
Financial Advisers Of America
Harrison Douglas Inc
Allied Beacon Partners Inc
Capital Investment Group
Financial Network Investment
Harvest Capital LLC
American Equity Investment Corp
Capstone Financial Group
Financial Planning Consultants
Hazard & Siegel Inc
American Independent Securities Group, LLC
CCO Investment Services
Financial Security Management
HBW Securities
American Investors Company
Centaurus Financial Inc
Financial Telesis Inc
Hornor Townsend & Kent Inc
American Portfolios Financial Services, Inc.
Centennial Securities Company
Financial West Investment Group
Horwitz & Associates
Ameritas Investment Corp
Center Street Securities
Fintegra, LLC
HRC Investment Services Inc
Arque Capital Ltd
CFD Investments, Inc.
First Allied Securities, Inc
HSBC Securities
Arvest Asset Management
Client One Securities LLC
First Citizens Investor Services
Huntleigh Securities Corp.
Askar Corp
Coastal Equities
First Financial Equity
IBN Financial Services
Associated Investment Services
Commonwealth Financial Network
First Heartland Capital Inc
IMS Securities
Ausdal Financial Partners Inc
Community Investment Services
First Southeast Investor
Independence Capital Co
AXA Advisors LLC
Comprehensive Asset Management and
First Tennessee Brokerage Direct
Independent Financial Group
B B Graham & Co Inc
Servicing, Inc.
Foothill Securities, Inc
Infinex Investments Inc
B C Ziegler and Company
Concorde Investment Services
Founders Financial Securities
Infinity Financial Services
Bancwest Investment Services, Inc.
Coordinated Capital Securities
FSC Securities Corporation
ING Financial Partners Inc
Bankers & Investors Co
Crowell, Weedon & Co
FSP Investments LLC
Institutional Securities Corp
BB&T Investment Services Inc
Crown Capital Securities LP
Fulcrum Securities Inc
International Assets Advisory
BCG Securities
CUNA Brokerage Services, Inc.
G. W. Sherwold Associates Inc.
INVEST Financial Corporation
Benjamin F Edwards & Co Inc
CUSO Financial Services
GA Repple & Company
Investacorp, Inc.
Berthel Fisher & Co Financial Services
D A Davidson
Gary Goldberg and Co Inc
Investment Centers of America
BFT Financial Group
D H Hill Securities LLP
Geneos Wealth Management Inc
Investment Professionals Inc
BOSC Inc
Dalton Strategic Investment
Genworth Financial Securities Corporation
Investors Capital Corporation
BPU Investment Management Inc
Davenport & Company
GF Investment Services
J P Turner & Co LLC
Bristol Financial Services Inc
David A Noyes & Company
Girard Securities, Inc.
J W Cole Financial Inc.
Broker Dealer Financial
Despain Financial Corporation
Gradient Securities
Janney Montgomery Scott LLC
Brokers International Financial Services
DeWaay Financial Network, LLC
Great American Investors Inc
JHS Capital Advisors
Brookstone Securities
DFPG Investments
GWN Securities Inc
JJB Hilliard WL Lyons Inc
Cadaret, Grant & Company
Eagle One Investments LLC
H  Beck Inc
John James Investments Inc
Calton & Associates Inc
Edward Jones
H D Vest Investment Securities
JRL Capital Corporation
Cambridge Investment Research
Ensemble Financial Services
Hancock Investment Services
Kalos Capital Inc
Cantella & Co, Inc
Equity Services Inc
Hantz Financial Services
KCD Financial
Kenai Investments Inc
National Planning Corporation
Royal Securities
Tower Square Securities
Key Investment Services
National Securities Corp
Sagepoint Financial
Transamerica Financial Advisors, Inc
KMS Financial Services Inc
Nations Financial Group
Sammons Securities Company, LLC
Triad Advisors, Inc.
Koehler Financial LLC
Nationwide Planning Associates
Saxony Securities Inc
Tricor Financial, LLC
Kovack Securities, Inc
Navy Federal Brokerage Services
Scott & Stringfellow Inc
Triune Capital Advisors
KW Securities Corp
NBC Securities Inc
Secure Planning Inc
Trustmont Financial Group
Labrunerie Financial Inc
New England Securities
Securian Financial Services
U.S. Bancorp Investments, Inc.
Landolt Securities Inc
Newbridge Securities Corp
Securities America
UBS Financial Services Inc
Lasalle St Securities LLC
Newport Coast Securities
Securities Service Network
Umpqua Investments Inc
Legend Equities Corp
NEXT Financial Group, Inc.
Sicor Securities Inc
Unionbanc Investment Services
Leigh Baldwin & Co LLC  Inc
NFP Securities Inc
Sigma Financial Corporation
United Global Securities Inc
Leonard & Company
Northeast Securities Inc
Signator Investors, Inc
United Planners Financial Services Of
Liberty Partners Financial
Northridge Securities Corp
SII Investments
America
LifeMark Securities Corp
NPB Financial Group
Silver Oak Securities
USA Financial Securities Corp
Lincoln Financial Advisors
OneAmerica Securities
SMH Capital Inc
UVEST
Lincoln Financial Securities
Oppenheimer & Co
Sorrento Pacific Financial
Valic Financial Advisors Inc
Lincoln Investment Planning
Pacific West
Southeast Investments
Valley National Investments
Longevity Capital LLC
Packerland Brokerage Services
Southwest Securities Financial Services
ValMark Securities Inc
Lowell & Company Inc
Park Avenue Securities
St Bernard Financial Services
Vanderbilt Securities LLC Inc
LPL Financial Corporation
People's Securities Inc
Stephens Inc
Veritrust Financial LLC
Lucia Securities LLC
PFA Security Asset Management
Sterne Agee & Leach Group Inc
VSR Financial Services, Inc.
M & T Securities
PlanMember Securities
Sterne Agee Financial Services
W R Taylor & Co
M. Griffith Investment Services
Presidential Brokerage Inc
Stifel Nicolaus & Company
Waddell & Reed, Inc
M&I Financial Advisors, Inc
Prime Capital Services Inc
Strategic Financial Alliance
Wall Street Financial Group
Madison Ave Securities
Prime Vest Financial Services
Summit Brokerage Services Inc
Walnut Street Securities
McNally Financial Services Corp
Private Client Services LLC
Summit Equities Inc
Wayne Hummer Investments LLC
Mercer Allied
Pro Equities, Inc
Sunbelt Securities
WBB Securities
Meridian United
Prospera Financial Services Inc
Sunset Financial Services, Inc
Wells Fargo Advisors
Merrill Lynch
Purshe Kaplan Sterling
SWBC Investment Services LLC
WesBanco Securities
Merrimac Corp Securities
QA3 Financial Corporation
SWS Financial Service, Inc.
Wescom Financial Services
Metlife Securities
Quest Securities
Symetra Investment Services
Western Equity Group
Mid Atlantic Capital Corp
Questar Capital Corporation
Synergy Investment Group
Western International Securities Inc
MidAmerica Financial Services
Raymond James
T S Phillips Investments
WFG Investments Inc
MML Investors Services Inc
RBC Capital Markets Corp
TFS Securities
Whitehall-Parker Securities
Money Concepts Capital Corp
Regal Securities Inc
The Huntington Investment
Woodbury Financial Services Inc
Morgan Keegan
Resource Horizons Group
Company
Workman Securities
Morgan Stanley Smith Barney
Ridgeway & Conger Inc
The Investment Center Inc
World Equity Group, Inc.
Multi-Financial Securities Corp
River Stone Wealth Management
The Leaders Group
World Group Securities Inc
Multiple Financial Services
RNR Securities LLC
The O.N. Equity Sales Company
WRP Investments Inc
Mutual of Omaha Investor Services
Robert W Baird & Co Inc
Thrivent Investment Management
Wunderlich Securities
Mutual Securities Inc
Rogan and Associates
Thurston, Springer, Miller, Herd & Titak, Inc
 
Mutual Trust Company
Royal Alliance Associates Inc
Torrey Pines Securities
 


 
 

 


APPENDIX C

GMWB PROSPECTUS EXAMPLES

Unless otherwise specified, the following examples assume you elected a GMWB with a 5% benefit when you purchased your Contract, no other optional benefits were elected, your initial premium payment was $100,000, your GAWA is greater than your RMD (if applicable) at the time a withdrawal is requested, all partial withdrawals requested include any applicable charges, no prior partial withdrawals have been made, and the bonus percentage (if applicable) is 7%.  The examples also assume that the GMWB and any For Life Guarantee have not been terminated as described in the Access to Your Money section of this prospectus.  If you elected a GMWB other than a GMWB with a 5% benefit, the examples will still apply, given that you replace the 5% in each of the GAWA calculations with the appropriate GAWA%.  If you elected a GMWB with a bonus percentage other than 7%, the examples will still apply if you replace the 7% in each of the bonus calculations with the appropriate bonus percentage.

Example 1: At election, your GWB is set and your GAWA is determined based on that value.

§  
Example 1a: If the GMWB is elected at issue:
¨  
Your initial GWB is $100,000, which is your initial Premium payment.
¨  
Your GAWA is $5,000, which is 5% of your initial GWB ($100,000*0.05 = $5,000).

§  
Example 1b: If the GMWB is elected after issue or you convert to another GMWB, if permitted, when the Contract Value is $105,000 at the time the GMWB is elected or converted:
¨  
Your initial GWB is $105,000, which is your Contract Value on the effective date of the endorsement.  If you converted your GMWB when the GWB for your former GMWB was $120,000 and the Contract Value declined to $105,000 prior to the conversion date, the conversion to the new GMWB would result in a $15,000 reduction in the GWB.
¨  
Your GAWA is $5,250, which is 5% of your initial GWB ($105,000*0.05 = $5,250).

§  
Notes:
¨  
If your endorsement contains a varying benefit percentage:
-  
Your GAWA% and GAWA are not determined until the earlier of the time of your first withdrawal, the date that your Contract Value reduces to zero, the date that the GMWB is continued by a spousal Beneficiary who is not a Covered Life, or upon election of a GMWB Income Option.
-  
If your endorsement allows for re-determination of the GAWA%, your initial Benefit Determination Baseline (BDB) is set equal to your initial Premium payment if the endorsement is elected at issue or your Contract Value if the endorsement is elected after issuance of the Contract.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Bonus provision, your bonus base is set equal to your GWB at the time of election.
¨  
If your endorsement includes a 200% Guaranteed Withdrawal Balance Adjustment provision, your initial 200% GWB adjustment is set equal to 200% times your initial GWB.
¨  
If your endorsement includes a 400% Guaranteed Withdrawal Balance Adjustment provision, your initial 400% GWB adjustment is set equal to 400% times your initial GWB.
¨  
If your endorsement includes a GMWB Death Benefit provision, your initial GMWB death benefit is set equal to your initial GWB.

Example 2: If your endorsement contains a varying benefit percentage, your GAWA% is determined on the earlier of the time of your first withdrawal, the date that your Contract Value reduces to zero, the date that the GMWB is continued by a spousal Beneficiary who is not a Covered Life, or upon election of the Life Income of a GMWB Income Option.  Your GAWA% is set based upon your attained age at that time.  Your initial GAWA is determined based on this GAWA% and the GWB at that time.

§  
If at the time the GAWA% is determined, your GAWA% is 5% based on your attained age and your GWB is $100,000, your initial GAWA is $5,000, which is your GAWA% multiplied by your GWB at that time ($100,000 * 0.05 = $5,000).
§  
If your endorsement allows for re-determination of the GAWA%, your GAWA% will be re-determined based on your attained age if your Contract Value (or highest quarterly Contract Value, as applicable) at the time of a step-up is greater than the BDB.

Example 3: Upon payment of a subsequent Premium, your GWB and GAWA are re-determined.  Your GWB is subject to a maximum of $5,000,000.

§  
Example 3a: If you make an additional Premium payment of $50,000 and your GWB is $100,000 at the time of payment:
¨  
Your new GWB is $150,000, which is your GWB prior to the additional Premium payment ($100,000) plus your additional Premium payment ($50,000).
¨  
Your GAWA is $7,500, which is your GAWA prior to the additional Premium payment ($5,000) plus 5% of your additional Premium payment ($50,000*0.05 = $2,500).

§  
Example 3b: If you make an additional Premium payment of $100,000 and your GWB is $4,950,000 and your GAWA is $247,500 at the time of payment:
¨  
Your new GWB is $5,000,000, which is the maximum, since your GWB prior to the additional Premium payment ($4,950,000) plus your additional Premium payment ($100,000) exceeds the maximum of $5,000,000.
¨  
Your GAWA is $250,000, which is your GAWA prior to the additional Premium payment ($247,500) plus 5% of the allowable $50,000 increase in your GWB (($5,000,000 - $4,950,000)*0.05 = $2,500).

§  
Notes:
¨  
If your endorsement contains a varying benefit percentage:
-  
Your GAWA is recalculated upon payment of an additional Premium (as described above) only if such payment occurs after your GAWA% has been determined.
-  
If your endorsement allows for re-determination of the GAWA%, your BDB is increased by the Premium payment.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Bonus provision, your bonus base is increased by the Premium payment, subject to a maximum of $5,000,000.
¨  
If your endorsement includes a 200% Guaranteed Withdrawal Balance Adjustment provision:
-  
If the Premium payment occurs prior to the first Contract Anniversary following the effective date of the endorsement, your 200% GWB adjustment is increased by the Premium payment times 200%, subject to a maximum of $5,000,000.  For example, if, as in Example 3a, you make an additional Premium payment of $50,000 prior to your first Contract Anniversary following the effective date of the endorsement, and your 200% GWB adjustment value before the additional Premium payment is $200,000, then the 200% GWB adjustment is increased by 200% of the additional premium payment.  The resulting 200% GWB adjustment is $200,000 + $100,000 = $300,000.
-  
If the Premium payment occurs on or after the first Contract Anniversary following the effective date of the endorsement, your 200% GWB adjustment is increased by the Premium payment, subject to a maximum of $5,000,000.  For example, if you make an additional Premium payment of $50,000 after your first Contract Anniversary following the effective date of the endorsement, and your 200% GWB adjustment value before the additional Premium payment is $200,000, then the 200% GWB adjustment is increased by 100% of the additional premium payment.  The resulting 200% GWB adjustment is $200,000 + $50,000 = $250,000.
¨  
If your endorsement includes a GMWB Death Benefit provision, your GMWB death benefit is increased by the Premium payment, subject to a maximum of $5,000,000.

Example 4: Upon withdrawal of the guaranteed amount (which is the greater of your GAWA or your RMD), your GWB and GAWA are re-determined.

§  
Example 4a: If you withdraw an amount equal to your GAWA ($5,000) when your GWB is $100,000:
¨  
Your new GWB is $95,000, which is your GWB prior to the withdrawal ($100,000) less the amount of the withdrawal ($5,000).
¨  
Your GAWA for the next year remains $5,000, since you did not withdraw an amount that exceeds your GAWA.
¨  
If you continued to take annual withdrawals equal to your GAWA, it would take an additional 19 years to deplete your GWB ($95,000 / $5,000 per year = 19 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 19 years, provided that the withdrawals are taken prior to the Latest Income Date.

§  
Example 4b: If you withdraw an amount equal to your RMD ($7,500), which is greater than your GAWA ($5,000) when your GWB is $100,000 and the RMD provision is in effect for your endorsement:
¨  
Your new GWB is $92,500, which is your GWB prior to the withdrawal ($100,000) less the amount of the withdrawal ($7,500).
¨  
Your GAWA for the next year remains $5,000, since your withdrawal did not exceed the greater of your GAWA ($5,000) or your RMD ($7,500).
¨  
If you continued to take annual withdrawals equal to your GAWA, it would take an additional 19 years to deplete your GWB ($92,500 / $5,000 per year = 19 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 19 years, provided that the withdrawals are taken prior to the Latest Income Date.


§  
Notes:
¨  
If your endorsement allows for re-determination of the GAWA%, your BDB remains unchanged since the BDB is not adjusted for partial withdrawals.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Bonus provision, your bonus base remains unchanged since the withdrawal did not exceed the guaranteed amount; however, no bonus will be applied to your GWB at the end of the Contract Year in which the withdrawal is taken.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Adjustment provision, your Guaranteed Withdrawal Balance Adjustment provision is terminated since a withdrawal is taken.
¨  
If your endorsement includes a GMWB Death Benefit provision, your GMWB death benefit may be reduced.  In the case where your GMWB death benefit is reduced for all withdrawals, it will be reduced by the amount of the withdrawal since the withdrawal did not exceed the greater of the GAWA or the RMD.
¨  
If your endorsement does not include a For Life Guarantee or if the For Life Guarantee is not in effect, your GAWA would not be permitted to exceed your new GWB.
¨  
Withdrawals taken in connection with a GMWB are considered the same as any other withdrawal for the purpose of determining all other values under the Contract.  In the case where your minimum death benefit is reduced proportionately for withdrawals, your death benefit may be reduced by more than the amount of the withdrawal.

Example 5: Upon withdrawal of an amount that exceeds your guaranteed amount (as defined in Example 4), your GWB and GAWA are re-determined.

§  
Example 5a: If you withdraw an amount ($10,000) that exceeds your GAWA ($5,000) when your Contract Value is $130,000 and your GWB is $100,000:
¨  
Your GWB is recalculated based on the type of endorsement you have elected and the effective date of the endorsement.
-  
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, your new GWB is $91,200, which is your GWB reduced dollar for dollar for your GAWA, then reduced in the same proportion that the Contract Value is reduced for the portion of the withdrawal that is in excess of the GAWA [($100,000 - $5,000)*(1 - ($10,000 - $5,000) / ($130,000 - $5,000)) = $91,200].
-  
Otherwise, your new GWB is $90,000, which is the lesser of 1) your GWB prior to the withdrawal less the amount of the withdrawal ($100,000 - $10,000 = $90,000) or 2) your Contract Value prior to the withdrawal less the amount of the withdrawal ($120,000 - $10,000 = $110,000).
¨  
Your GAWA is recalculated based on the type of endorsement you have elected and the effective date of the endorsement.  In addition, if you have elected a For Life GMWB, your For Life Guarantee may be impacted depending on the effective date of the endorsement.
-  
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, your GAWA is recalculated to equal $4,800, which is your current GAWA reduced in the same proportion that the Contract Value is reduced for the portion of the withdrawal that is in excess of the GAWA [$5,000 * (1 - ($10,000 - $5,000) / ($130,000 - $5,000)) = $4,800].  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 19 years to deplete your GWB ($91,200 / $4,800 per year = 19 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if your For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 19 years, provided that the withdrawals are taken prior to the Latest Income Date.
-  
Otherwise, if your endorsement is not a For Life GMWB, your GAWA for the next year remains $5,000, since it is recalculated to equal the lesser of 1) your GAWA prior to the withdrawal ($5,000) or 2) 5% of your Contract Value after the withdrawal ($120,000*0.05 = $6,000).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 18 years to deplete your GWB ($90,000 / $5,000 per year = 18 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  In addition, if you have elected a For Life GMWB, your For Life Guarantee becomes null and void since the amount of the withdrawal exceeds your GAWA.
-  
Otherwise, your GAWA is recalculated to equal $4,500, which is 5% of your new GWB ($90,000*0.05 = $4,500).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($90,000 / $4,500 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if your For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.

§  
Example 5b: If you withdraw an amount ($10,000) that exceeds your GAWA ($5,000) when your Contract Value is $105,000 and your GWB is $100,000:
¨  
Your GWB is recalculated based on the type of endorsement you have elected and the effective date of the endorsement.
 
-
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, your new GWB is $90,250, which is your GWB reduced dollar for dollar for your GAWA, then reduced in the same proportion that the Contract Value is reduced for the portion of the withdrawal that is in excess of the GAWA [($100,000 - $5,000)*(1 - ($10,000 - $5,000) / ($105,000 - $5,000)) = $90,250].
 
-
Otherwise, your new GWB is $90,000, which is the lesser of 1) your GWB prior to the withdrawal less the amount of the withdrawal ($100,000 - $10,000 = $90,000) or 2) your Contract Value prior to the withdrawal less the amount of the withdrawal ($105,000 - $10,000 = $95,000).
¨  
Your GAWA is recalculated based on the type of endorsement you have elected and/or the effective date of the endorsement.  In addition, if you have elected a For Life GMWB, your For Life Guarantee may be impacted depending on the effective date of the endorsement.
-  
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, your GAWA is recalculated to equal $4,750, which is your current GAWA reduced in the same proportion that the Contract Value is reduced for the portion of the withdrawal that is in excess of the GAWA [$5,000 * (1 - ($10,000 - $5,000)/($105,000 - $5,000)) = $4,750].  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 19 years to deplete your GWB ($90,250 / $4,750 per year = 19 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if your For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 19 years, provided that the withdrawals are taken prior to the Latest Income Date.
-  
Otherwise, if your endorsement is not a For Life GMWB, your GAWA for the next year is recalculated to equal $4,750, which is the lesser of 1) your GAWA prior to the withdrawal ($5,000) or 2) 5% of your Contract Value after the withdrawal ($95,000*0.05 = $4,750).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 19 years to deplete your GWB ($90,000 / $4,750 per year = 19 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date, and the amount of your final withdrawal would be less than your GAWA (and equal to your remaining GWB).  In addition, if you have elected a For Life GMWB, your For Life Guarantee becomes null and void since the amount of the withdrawal exceeds your GAWA.
-  
Otherwise, your GAWA is recalculated to equal $4,500, which is 5% of your new GWB ($90,000*0.05 = $4,500).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($90,000 / $4,500 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if your For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.

§  
Example 5c: If you withdraw an amount ($10,000) that exceeds your GAWA ($5,000) when your Contract Value is $55,000 and your GWB is $100,000:
¨  
Your GWB is recalculated based on the type of endorsement you have elected and the effective date of the endorsement.
 
-
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, your new GWB is $85,500, which is your GWB reduced dollar for dollar for your GAWA, then reduced in the same proportion that the Contract Value is reduced for the portion of the withdrawal that is in excess of the GAWA [($100,000 - $5,000) * (1 - ($10,000 - $5,000) / ($55,000 - $5,000)) = $85,500].
-
Otherwise, your new GWB is $45,000, which is the lesser of 1) your GWB prior to the withdrawal less the amount of the withdrawal ($100,000 - $10,000 = $90,000) or 2) your Contract Value prior to the withdrawal less the amount of the withdrawal ($55,000 - $10,000 = $45,000).
¨  
Your GAWA is recalculated based on the type of endorsement you have elected and the effective date of the endorsement.  In addition, if you have elected a For Life GMWB, your For Life Guarantee may be impacted depending on the effective date of the endorsement.
-
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, your GAWA is recalculated to equal $4,500, which is your current GAWA reduced in the same proportion that the Contract Value is reduced for the portion of the withdrawal that is in excess of the GAWA [$5,000*(1-($10,000-$5,000)/($55,000 - $5,000))=$4,500].  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 19 years to deplete your GWB ($85,500 / $4,500 per year = 19 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if your For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 19 years, provided that the withdrawals are taken prior to the Latest Income Date.
-  
Otherwise, if your endorsement is not a For Life GMWB, your GAWA for the next year is recalculated to equal $2,250, which is the lesser of 1) your GAWA prior to the withdrawal ($5,000) or 2) 5% of your Contract Value after the withdrawal ($45,000*0.05 = $2,250).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($45,000 / $2,250 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.
-  
Otherwise, your GAWA is recalculated to equal $2,250, which is 5% of your new GWB ($45,000*0.05 = $2,250).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($45,000 / $2,250 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if your For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.

§  
Notes:
¨  
If your endorsement contains a varying benefit percentage and allows for re-determination of your GAWA%, your BDB remains unchanged since the BDB is not adjusted for partial withdrawals.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Bonus provision, your bonus base is recalculated to equal the lesser of 1) your bonus base prior to the withdrawal or 2) your GWB following the withdrawal.  In addition, no bonus will be applied to your GWB at the end of the Contract Year in which the withdrawal is taken.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Adjustment provision, your Guaranteed Withdrawal Balance Adjustment provision is terminated since a withdrawal is taken.
¨  
If your endorsement includes a GMWB Death Benefit provision, your GMWB death benefit will be reduced.  In the case where your GMWB Death Benefit is reduced for all withdrawals, the GMWB Death Benefit is reduced in the same manner that the GWB is reduced; it is first reduced dollar for dollar for the GAWA and then is reduced in the same proportion that the Contract Value is reduced for the amount of the withdrawal in excess of the GAWA.  Otherwise, your GMWB Death Benefit is only reduced in the same proportion that the Contract Value is reduced for the amount of the withdrawal in excess of the GAWA.
¨  
If your endorsement does not include a For Life Guarantee or if the For Life Guarantee is not in effect, your GAWA would not be permitted to exceed your remaining GWB.
¨  
Withdrawals taken in connection with a GMWB are considered the same as any other withdrawal for the purpose of determining all other values under the Contract.  In the case where your minimum death benefit is reduced proportionately for withdrawals, your death benefit may be reduced by more than the amount of the withdrawal.

Example 6: Upon step-up, your GWB and GAWA are re-determined.  (This example only applies if your endorsement contains a Step-Up provision.)

§  
Example 6a: If at the time of step-up your Contract Value (or highest quarterly Contract Value, as applicable) is $200,000, your GWB is $90,000, and your GAWA is $5,000:
¨  
Your new GWB is recalculated to equal $200,000, which is equal to your Contract Value (or highest quarterly Contract Value, as applicable).
¨  
If your GAWA% is not eligible for re-determination, your GAWA for the next year is recalculated to equal $10,000, which is the greater of 1) your GAWA prior to the step-up ($5,000) or 2) 5% of your new GWB ($200,000*0.05 = $10,000).
-  
After step-up, if you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($200,000 / $10,000 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.
¨  
However, if your GAWA% is eligible for re-determination and the step-up occurs after the initial determination of your GAWA%, the GAWA% will be re-determined based on your attained age (or the youngest Covered Life’s attained age if your endorsement is a For Life GMWB with Joint Option) if your Contract Value (or highest quarterly Contract Value, as applicable) at the time of the step-up is greater than your BDB.
-  
If, in the example above, your BDB is $100,000 and the GAWA% at the applicable attained age is 6%:
·  
Your GAWA% is set to 6%, since your Contract Value (or highest quarterly Contract Value, as applicable)($200,000) is greater than your BDB ($100,000).
·  
Your GAWA is equal to $12,000, which is your new GWB multiplied by your new GAWA% ($200,000 * 0.06 = $12,000).
·  
Your BDB is recalculated to equal $200,000, which is the greater of 1) your BDB prior to the step-up ($100,000) or 2) your Contract Value (or highest quarterly Contract Value, as applicable) at the time of step-up ($200,000).
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Bonus provision your bonus base is $100,000 just prior to the step-up, your bonus base is recalculated to equal $200,000, which is the greater of 1) your bonus base prior to the step-up ($100,000) or 2) your GWB following the step-up ($200,000).
 
-
If your endorsement allows for the Bonus Period to re-start and you have not passed your Contract Anniversary immediately following your 80th birthday (or the youngest Covered Life’s 80th birthday if your endorsement is a For Life GMWB with Joint Option), your Bonus Period will re-start since your bonus base has been increased due to the step-up.

§  
Example 6b: If at the time of step-up your Contract Value (or highest quarterly Contract Value, as applicable) is $90,000, your GWB is $80,000, and your GAWA is $5,000:
¨  
Your new GWB is recalculated to equal $90,000, which is equal to your Contract Value (or highest quarterly Contract Value, as applicable).
¨  
Your GAWA for the next year remains $5,000, which is the greater of 1) your GAWA prior to the step-up ($5,000) or 2) 5% of your new GWB ($90,000*0.05 = $4,500).
-  
After step-up, if you continued to take annual withdrawals equal to your GAWA, it would take an additional 18 years to deplete your GWB ($90,000 / $5,000 per year = 18 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 18 years, provided that the withdrawals are taken prior to the Latest Income Date.
¨  
If your GAWA% is eligible for re-determination and the step-up occurs after the initial determination of your GAWA%, the GAWA% will be re-determined based on your attained age (or the youngest Covered Life’s attained age if your endorsement is a For Life GMWB with Joint Option) if your Contract Value (or highest quarterly Contract Value, as applicable) is greater than your BDB.  However, in this case, it is assumed that your initial Premium is $100,000.  Your BDB would not be less than $100,000, implying that this would not be an opportunity for a re-determination of the GAWA%.  In addition, if your BDB is $100,000 prior to the step-up, your BDB remains $100,000, which is the greater of 1) your BDB prior to the step-up ($100,000) or 2) your Contract Value (or highest quarterly Contract Value, as applicable) at the time of step-up ($90,000).
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Bonus provision and your bonus base is $100,000 just prior to the step-up, your bonus base remains $100,000, which is the greater of 1) your bonus base prior to the step-up ($100,000) or 2) your GWB following the step-up ($90,000).
 
-
Even if your endorsement allows for the Bonus Period to re-start, your Bonus Period will not re-start since your bonus base has not been increased due to the step-up.

§  
Notes:
¨  
Your endorsement may contain a provision allowing the Company to increase the GMWB charge upon step-up.  If the charge does increase, a separate calculation would be recommended to establish if the step-up is beneficial.
¨  
If your endorsement contains a provision for automatic step-ups, your GWB will only step up to the Contract Value (or highest quarterly Contract Value, as applicable) if the Contract Value (or highest quarterly Contract Value, as applicable) is greater than your GWB at the time of the automatic step-up.
¨  
If your endorsement contains a Guaranteed Withdrawal Balance Bonus provision and a provision for automatic step-ups, your bonus base will be re-determined only if your GWB is increased upon step-up to a value above your bonus base just prior to the step-up.
¨  
If your endorsement contains a varying benefit percentage, your GAWA is recalculated upon step-up (as described above) only if the step-up occurs after your GAWA% has been determined.
¨  
If your endorsement contains a Guaranteed Withdrawal Balance Adjustment provision, your GWB adjustment remains unchanged since step-ups do not impact the GWB adjustment.
¨  
If your endorsement contains a GMWB Death Benefit provision, your GMWB death benefit remains unchanged since step-ups do not impact the GMWB death benefit.
¨  
If your endorsement bases step-ups on the highest quarterly Contract Value, the highest quarterly Contract Value is equal to the greatest of the four most recent quarterly adjusted Contract Values.  The quarterly adjusted Contract Values are initialized on each Contract Quarterly Anniversary and are adjusted for any premiums and/or withdrawals subsequent to the initialization in the same manner as the GWB.

Example 7: Impact of the order of transactions.  (This example only applies if your endorsement contains a Step-Up provision.)

§  
Example 7a: If prior to any transactions your Contract Value (or highest quarterly Contract Value, as applicable) is $200,000, your GAWA is $5,000, your GAWA% is not eligible for re-determination upon step-up, your GWB is $100,000 and you wish to step up your GWB (or your GWB is due to step up automatically) and you also wish to take a withdrawal of an amount equal to $5,000:
¨  
If you request the withdrawal the day after the step-up, upon step-up, your GWB is set equal to $200,000, which is your Contract Value (or highest quarterly Contract Value, as applicable).  At that time, your GAWA is recalculated and is equal to $10,000, which is the greater of 1) your GAWA prior to the step-up ($5,000) or 2) 5% of your new GWB ($200,000*0.05 = $10,000).  On the day following the step-up and after the withdrawal of $5,000, your new GWB is $195,000, which is your GWB less the amount of the withdrawal ($200,000 - $5,000 = $195,000) and your GAWA will remain at $10,000 since the amount of the withdrawal does not exceed your GAWA.  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($195,000 / $10,000 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.
-  
If your endorsement contains a Guaranteed Withdrawal Balance Bonus provision and your bonus base is $100,000 just prior to the step-up, at the time of step-up, your bonus base is recalculated and is equal to $200,000, which is the greater of 1) your bonus base prior to the step-up ($100,000) or 2) your GWB following the step-up ($200,000).  Your bonus base is not adjusted upon withdrawal since the amount of the withdrawal does not exceed your GAWA.
-  
If your endorsement allows for the Bonus Period to re-start and you have not passed the Contract Anniversary immediately following your 80th birthday (or the youngest Covered Life’s 80th birthday if your endorsement is a For Life GMWB with Joint Option), your Bonus Period will re-start since your bonus base has been increased due to the step-up.
-  
If your endorsement allows for re-determination of the GAWA% and your BDB is $100,000 just prior to the step-up, then at the time of step-up, your BDB is recalculated and is equal to $200,000, which is the greater of 1) your BDB prior to the step-up ($100,000) or 2) your Contract Value (or highest quarterly Contract Value, as applicable) at the time of step-up ($200,000).  Your BDB is not adjusted upon withdrawal since the BDB is not reduced for partial withdrawals.
¨  
If you request the withdrawal prior to the step-up, immediately following the withdrawal transaction, your new GWB is $95,000, which is your GWB less the amount of the withdrawal ($100,000 - $5,000 = $95,000) and your Contract Value becomes $195,000, which is your Contract Value prior to the withdrawal less the amount of the withdrawal ($200,000 - $5,000 = $195,000).  Upon step-up following the withdrawal, your GWB is set equal to $195,000, which is your Contract Value.  At that time, your GAWA is recalculated and is equal to $9,750, which is the greater of 1) your GAWA prior to the step-up ($5,000) or 2) 5% of your new GWB ($195,000*0.05 = $9,750).  If you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($195,000 / $9,750 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.
-  
If your endorsement contains a Guaranteed Withdrawal Balance Bonus provision and your bonus base is $100,000 just prior to the withdrawal, then at the time of the withdrawal, your bonus base is not adjusted since the amount of the withdrawal does not exceed your GAWA.  At the time of step-up, your bonus base is recalculated and is equal to $195,000, which is the greater of 1) your bonus base prior to the step-up ($100,000) or 2) your GWB following the step-up ($195,000).
-  
If your endorsement allows for the Bonus Period to re-start and you have not passed the Contract Anniversary immediately following your 80th birthday (or the youngest Covered Life’s 80th birthday if your endorsement is a For Life GMWB with Joint Option), your Bonus Period will re-start since your bonus base has been increased due to the step-up.
-  
If your endorsement allows for re-determination of the GAWA% and your BDB is $100,000 just prior to the withdrawal, then at the time of the withdrawal, your BDB is not adjusted since the BDB is not reduced for partial withdrawals.  At the time of step-up, your BDB is recalculated and is equal to $195,000, which is the greater of 1) your BDB prior to the step-up ($100,000) or 2) your Contract Value (or highest quarterly Contract Value, as applicable) at the time of step-up ($195,000).

§  
Notes:
¨  
As the example illustrates, when considering a request for a withdrawal at or near the same time as the election or automatic application of a step-up, the order of the transactions may impact your GAWA.
-  
If the step-up would result in an increase in your GAWA and the requested withdrawal is less than or equal to your new GAWA, your GAWA resulting after the two transactions would be greater if the withdrawal is requested after the step-up is applied. This is especially true if your endorsement allows for re-determination of the GAWA% and the step-up would result in a re-determination of the GAWA%.
-  
If your endorsement contains an annual Step-Up provision and is effective on or after 12/03/2007, the step-up would result in an increase in your GAWA, and the withdrawal requested is greater than your new GAWA, your GAWA resulting after the two transactions would be greater if the withdrawal is requested after the step-up is applied.
 
-
Otherwise, your GAWA resulting from the transactions is the same regardless of the order of transactions.
¨  
This example would also apply in situations when the withdrawal exceeded your GAWA but not your permissible RMD.
¨  
Your endorsement may contain a provision allowing the Company to increase the GMWB charge upon step-up.
¨  
If your endorsement contains a provision for automatic step-ups, your GWB will only step up to the Contract Value (or highest quarterly Contract Value, as applicable) if the Contract Value (or highest quarterly Contract Value, as applicable) is greater than your GWB at the time of the automatic step-up.
¨  
If your endorsement contains a Guaranteed Withdrawal Balance Bonus provision and a provision for automatic step-ups, your bonus base will be re-determined only if your GWB is increased upon step-up to a value above your bonus base just prior to the step-up.
¨  
If your endorsement contains a varying benefit percentage, the GAWA% is determined at the time of the withdrawal (if not previously determined).
 
-
If your endorsement allows for re-determination of the GAWA%, the GAWA% is re-determined upon step-up if your Contract Value (or highest quarterly Contract Value, as applicable) is greater than your BDB.
¨  
If your endorsement contains a Guaranteed Withdrawal Balance Adjustment provision, your Guaranteed Withdrawal Balance Adjustment provision is terminated at the time of the withdrawal.
¨  
If your endorsement contains a GMWB Death Benefit provision, the GMWB death benefit would not be adjusted for the step-up since step-ups do not impact the GMWB death benefit, but your GMWB death benefit may be reduced for the withdrawal.
¨  
If your endorsement bases step-ups on the highest quarterly Contract Value, the highest quarterly Contract Value is equal to the greatest of the four most recent quarterly adjusted Contract Values.  The quarterly adjusted Contract Values are initialized on each Contract Quarterly Anniversary and are adjusted for any premiums and/or withdrawals subsequent to the initialization in the same manner as the GWB.
¨  
If your endorsement does not include a For Life Guarantee or if the For Life Guarantee is not in effect, your GAWA would not be permitted to exceed your remaining GWB.
¨  
Withdrawals taken in connection with a GMWB are considered the same as any other withdrawal for the purpose of determining all other values under the Contract.  In the case where a minimum death benefit is reduced proportionately for withdrawals, the death benefit may be reduced by more than the amount of the withdrawal.

Example 8: Upon application of the Guaranteed Withdrawal Balance Bonus, your GWB and GAWA are re-determined.  (This example only applies during the Bonus Period if your endorsement contains a Guaranteed Withdrawal Balance Bonus provision.)

§  
Example 8a: If at the end of a Contract Year in which you have taken no withdrawals, your GWB is $100,000, your bonus base is $100,000, and your GAWA is $5,000:
¨  
Your new GWB is recalculated to equal $107,000, which is equal to your GWB plus 7% of your bonus base ($100,000 + $100,000*0.07 = $107,000).
¨  
Your GAWA for the next year is recalculated to equal $5,350, which is the greater of 1) your GAWA prior to the application of the bonus ($5,000) or 2) 5% of your new GWB ($107,000*0.05 = $5,350).
¨  
After the application of the bonus, if you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($107,000 / $5,350 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.

§  
Example 8b: If at the end of a Contract Year in which you have taken no withdrawals, your GWB is $90,000, your bonus is 6%, your bonus base is $100,000, and your GAWA is $5,000:
¨  
Your new GWB is recalculated to equal $97,000, which is equal to your GWB plus 7% of your bonus base ($90,000 + $100,000*0.07 = $97,000).
¨  
Your GAWA for the next year remains $5,000, which is the greater of 1) your GAWA prior to the application of the bonus ($5,000) or 2) 5% of your new GWB ($97,000*0.05 = $4,850).
¨  
After the application of the bonus, if you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($97,000 / $5,000 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date.  However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date.

§  
Notes:
¨  
Your bonus base is not recalculated upon the application of the bonus to your GWB.
¨  
If your endorsement contains a varying benefit percentage, your GAWA is recalculated upon the application of the bonus (as described above) only if the application of the bonus occurs after your GAWA% has been determined.
¨  
If your endorsement allows for re-determination of the GAWA%, your BDB remains unchanged since the BDB is not impacted by the application of the bonus.
¨  
If your endorsement includes a Guaranteed Withdrawal Balance Adjustment provision, your GWB adjustment remains unchanged since the GWB adjustment is not impacted by the application of the bonus.
¨  
If your endorsement includes a GMWB Death Benefit provision, your GMWB death benefit remains unchanged since the GMWB death benefit is not impacted by the application of the bonus.
¨  
If the For Life Guarantee is not in effect, your GAWA would not be permitted to exceed your remaining GWB.

Example 9: For Life Guarantee becomes effective after the effective date of the endorsement.  At the time the For Life Guarantee becomes effective, your GAWA is re-determined.  (This example only applies if your endorsement is a For Life GMWB that contains a For Life Guarantee that becomes effective after the effective date of the endorsement.)

§  
Example 9a: If on the reset date your Contract Value is $30,000, your GWB is $50,000, and your GAWA is $5,000:
¨  
Your GAWA for the next year is recalculated to equal $2,500, which is equal to 5% of the current GWB ($50,000*0.05 = $2,500).
¨  
The For Life Guarantee becomes effective, thus allowing you to make annual withdrawals equal to your GAWA for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), provided that the withdrawals are taken prior to the Latest Income Date.  Once the For Life Guarantee becomes effective, it remains in effect until the endorsement is terminated, as described in the Access to Your Money section of this prospectus, or upon continuation of the Contract by the spouse (unless your endorsement is a For Life GMWB with Joint Option and the spouse continuing the Contract is a Covered Life in which case the For Life Guarantee remains in effect upon continuation of the Contract by the spouse).

§  
Example 9b: If your Contract Value has fallen to $0 prior to the reset date, your GWB is $50,000 and your GAWA is $5,000:
¨  
You will continue to receive automatic payments of a total annual amount that equals your GAWA until your GWB is depleted.  However, your GAWA would not be permitted to exceed your remaining GWB.  Your GAWA is not recalculated since the Contract Value is $0.
¨  
The For Life Guarantee does not become effective due to the depletion of the Contract Value prior to the effective date of the For Life Guarantee.

§  
Example 9c: If on the reset date, your Contract Value is $50,000, your GWB is $0, and your GAWA is $5,000:
¨  
Your GAWA for the next year is recalculated to equal $0, which is equal to 5% of the current GWB ($0*0.05 = $0).
¨  
The For Life Guarantee becomes effective, thus allowing you to make annual withdrawals equal to your GAWA for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), provided that the withdrawals are taken prior to the Latest Income Date.  Once the For Life Guarantee becomes effective, it remains in effect until the endorsement is terminated, as described in the Access to Your Money section of this prospectus, or upon continuation of the Contract by the spouse (unless your endorsement is a For Life GMWB with Joint Option and the spouse continuing the Contract is a Covered Life in which case the For Life Guarantee remains in effect upon continuation of the Contract by the spouse).
¨  
Although your GAWA is $0, upon step-up or subsequent premium payments, your GWB and your GAWA would increase to values greater than $0 and since the For Life Guarantee has become effective, you could withdraw an annual amount equal to your GAWA for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), provided that the withdrawals are taken prior to the Latest Income Date.

§  
Notes:
¨  
If your endorsement is effective on or after 03/31/2008, your reset date is the Contract Anniversary on or immediately following the date you attain age 59 1/2 (or the date the youngest Covered Life attains, or would have attained, age 59 1/2 if your endorsement is a For Life GMWB with Joint Option).  If your endorsement is effective prior to 12/03/2007, your reset date is the Contract Anniversary on or immediately following your 65th birthday (or the youngest Covered Life’s 65th birthday if your endorsement is a For Life GMWB with Joint Option).  Otherwise, your reset date is the Contract Anniversary on or immediately following your 60th birthday.

Example 10: For Life Guarantee on a For Life GMWB with Joint Option.  (This example only applies if your endorsement is a For Life GMWB with Joint Option.)

§  
If at the time of the death of the Owner (or either Joint Owner) the Contract Value is $105,000 and your GWB is $100,000:
¨  
If your endorsement has a For Life Guarantee that becomes effective after the effective date of the endorsement, the surviving Covered Life may continue the Contract and the For Life Guarantee will remain in effect or become effective on the Contract Anniversary on the reset date.  Once the For Life Guarantee becomes effective, the surviving Covered Life will be able to take annual withdrawals equal to the GAWA for the rest of his or her life, provided that the withdrawals are taken prior to the Latest Income Date.
¨  
If your endorsement has a For Life Guarantee that becomes effective on the effective date of the endorsement, the surviving Covered Life may continue the Contract and the For Life Guarantee will remain in effect.  The GAWA% and the GAWA will continue to be determined or re-determined based on the youngest Covered Life's attained age (or the age he or she would have attained).  The surviving Covered Life will be able to take annual withdrawals equal to the GAWA for the rest of his or her life, provided that the withdrawals are taken prior to the Latest Income Date.
¨  
The surviving spouse who is not a Covered Life may continue the Contract and the For Life Guarantee is null and void.  However, the surviving spouse will be entitled to make withdrawals until the GWB is exhausted, provided that the withdrawals are taken prior to the Latest Income Date.
¨  
Your GWB remains $100,000 and your GAWA remains unchanged at the time of continuation.

§  
Notes:
¨  
If your endorsement is effective on or after 03/31/2008 and has a For Life Guarantee that becomes effective after the effective date of the endorsement, your reset date is the Contract Anniversary on or immediately following the date that the youngest Covered Life attains (or would have attained) age 59 1/2.  If your endorsement is effective prior to 03/31/2008 and has a For Life Guarantee that becomes effective after the effective date of the endorsement, your rest date is the Contract Anniversary on or immediately following the youngest Covered Life’s 65th birthday.
¨  
If your endorsement contains a Guaranteed Withdrawal Balance Bonus provision, your bonus base remains unchanged at the time of continuation.
¨  
If your endorsement allows for re-determination of the GAWA%, your BDB remains unchanged at the time of continuation.

Example 11: Upon application of the 200% Guaranteed Withdrawal Balance Adjustment, your GWB is re-determined.  (This example only applies if your endorsement contains a 200% Guaranteed Withdrawal Balance Adjustment or a 400% Guaranteed Withdrawal Balance Adjustment provision.  If your endorsement contains a 400% Guaranteed Withdrawal Balance Adjustment provision, the examples below still apply, given that you replace the 200% in each of the calculations with 400%)

§  
Example 11a: If on the 200% GWB Adjustment Date, your GWB is $160,000, your 200% GWB adjustment is $200,000, and you have taken no withdrawals on or prior to the 200% GWB Adjustment Date:
¨  
Your new GWB is recalculated to equal $200,000, which is the greater of 1) your GWB prior to the application of the 200% GWB adjustment ($160,000) or 2) the 200% GWB adjustment ($200,000).

§  
Example 11b: If on the 200% GWB Adjustment Date, your GWB is $210,000, your 200% GWB adjustment is $200,000, and you have taken no withdrawals on or prior to the 200% GWB Adjustment Date:
¨  
Your new GWB is recalculated to equal $210,000, which is the greater of 1) your GWB prior to the application of the 200% GWB adjustment ($210,000) or 2) the 200% GWB adjustment ($200,000).

§  
Notes:
¨  
The 200% GWB adjustment provision is terminated on the 200% GWB Adjustment Date after the 200% GWB adjustment is applied (if any).
¨  
Since you have taken no withdrawals, your GAWA% and GAWA have not yet been determined, thus no adjustment is made to your GAWA.
¨  
No adjustment is made to your bonus base since the bonus base is not impacted by the 200% GWB adjustment.
¨  
If your endorsement allows for re-determination of the GAWA%, no adjustment is made to your BDB since the BDB is not impacted by the 200% GWB Adjustment.
¨  
If your endorsement includes a GMWB Death Benefit provision, no adjustment is made to your GMWB death benefit since the GMWB death benefit is not impacted by the 200% GWB adjustment.

Example 12: On each Contract Monthly Anniversary, funds are transferred to or from the GMWB Fixed Account via the formulas defined in the Transfer of Assets Methodology in Appendix D.  The annuity factors referenced in this example are also found in Appendix D.  (This example only applies if your endorsement contains a Transfer of Assets provision.)

§  
Example 12a: If on your first Contract Monthly Anniversary, your annuity factor is 15.26, your GAWA is $6,000, your GMWB Fixed Account Contract Value is $0, your Separate Account Contract Value is $95,000, and your Fixed Account Contract Value is $5,000:
¨  
Your liability is equal to $91,560, which is your GAWA multiplied by your annuity factor ($6,000 * 15.26 = $91,560).
¨  
The ratio is equal to 91.56%, which is the liability (net of the GMWB Fixed Account Contract Value) divided by the sum of the Separate Account Contract Value and the Fixed Account Contract Value [($91,560 - $0) / ($95,000 + $5,000) = 91.56%].
¨  
Since the ratio (91.56%) is greater than the upper breakpoint (83%), funds are transferred from the Investment Divisions and the Fixed Account Options to the GMWB Fixed Account.  The amount of the transfer is equal to $57,800, which is the lesser of 1) the Separate Account Contract Value plus the Fixed Account Contract Value ($95,000 + $5,000 = $100,000) or 2) the liability (net of the GMWB Fixed Account Contract Value) less 80% of the sum of the Separate Account Contract Value and the Fixed Account Contract Value, divided by the difference between one and 80% [($91,560 - $0 - 0.80*($95,000 + $5,000)) / (1 - 0.80) = $57,800].
¨  
Your GMWB Fixed Account Contract Value is $57,800, which is your previous GMWB Fixed Account Contract Value plus the amount of the transfer ($0 + $57,800 = $57,800).
¨  
Your Separate Account Contract Value is $40,090, which is your previous Separate Account Contract Value less the amount of the transfer multiplied by the ratio of the Separate Account Contract Value to the sum of the Separate Account Contract Value and the Fixed Account Contract Value [$95,000 - $57,800 * ($95,000 / ($95,000 + $5,000)) = $40,090].
¨  
Your Fixed Account Contract Value is $2,110, which is your previous Fixed Account Contract Value less the amount of the transfer multiplied by the ratio of the Fixed Account Contract Value to the sum of the Separate Account Contract Value and the Fixed Account Contract Value [$5,000 - $57,800 * ($5,000 / ($95,000 + $5,000)) = $2,110].

§  
Example 12b: If on your 13th Contract Monthly Anniversary, your annuity factor is 14.83, your GAWA is $6,000, your GMWB Fixed Account Contract Value is $15,000, your Separate Account Contract Value is $90,000, your Fixed Account Contract Value is $10,000, your current allocation percentage to the Investment Divisions is 95%, and your current allocation percentage to the Fixed Account Options is 5%:
¨  
Your liability is equal to $88,980, which is your GAWA multiplied by your annuity factor ($6,000 * 14.83 = $88,980).
¨  
The ratio is equal to 73.98%, which is the liability (net of the GMWB Fixed Account Contract Value) divided by the sum of the Separate Account Contract Value and the Fixed Account Contract Value [($88,980 - $15,000) / ($90,000 + $10,000) = 73.98%].
¨  
Since the ratio (73.98%) is less than the lower breakpoint (77%), funds are transferred from the GMWB Fixed Account to the Investment Divisions and the Fixed Account Options.  The amount of the transfer is equal to $15,000, which is the lesser of 1) the GMWB Fixed Account Contract Value ($15,000) or 2) the GMWB Fixed Account Contract Value less the liability plus 80% of the sum of the Separate Account Contract Value and the Fixed Account Contract Value, divided by the difference between one and 80% [($15,000 - $88,980 + 0.80 * ($90,000 + $10,000)) / (1 - 0.80) = $30,100].
¨  
Your GMWB Fixed Account Contract Value is $0, which is your previous GMWB Fixed Account Contract Value less the amount of the transfer ($15,000 - $15,000 = $0).
¨  
Your Separate Account Contract Value is $104,250, which is your previous Separate Account Contract Value plus the amount of the transfer multiplied by your current allocation percentage to the Investment Divisions ($90,000 + $15,000 * 0.95 = $104,250).
¨  
Your Fixed Account Contract Value is $10,750, which is your previous Fixed Account Contract Value plus the amount of the transfer multiplied by your current allocation percentage to the Fixed Account Options ($10,000 + $15,000 * 0.05 = $10,750).

§  
Example 12c: If on your 25th Contract Monthly Anniversary, your annuity factor is 14.39, your GAWA is $6,000, your GMWB Fixed Account Contract Value is $100,000, your Separate Account Contract Value is $0, your Fixed Account Contract Value is $0, your current allocation percentage to the Investment Divisions is 95%, and your current allocation percentage to the Fixed Account Options is 5%:
¨  
Your liability is equal to $86,340, which is your GAWA multiplied by your annuity factor ($6,000 * 14.39 = $86,340).
¨  
The ratio is not calculated since the sum of the Separate Account Contract Value and the Fixed Account Contract Value is equal to zero.
¨  
Since all funds are allocated to the GMWB Fixed Account and the GMWB Fixed Account Contract Value ($100,000) is greater than the liability ($86,340), funds are transferred from the GMWB Fixed Account to the Investment Divisions and the Fixed Account Options.  The amount of the transfer is equal to $68,300, which is the lesser of 1) the GMWB Fixed Account Contract Value ($100,000) or 2) the GMWB Fixed Account Contract Value less the liability plus 80% of the sum of the Separate Account Contract Value and the Fixed Account Contract Value, divided by the difference between one and 80% [($100,000 - $86,340 + 0.80 * ($0 + $0)) / (1 - 0.80) = $68,300].
¨  
Your GMWB Fixed Account Contract Value is $31,700, which is your previous GMWB Fixed Account Contract Value less the amount of the transfer ($100,000 - $68,300 = $31,700).
¨  
Your Separate Account Contract Value is $64,885, which is your previous Separate Account Contract Value plus the amount of the transfer multiplied by your current allocation percentage to the Investment Divisions ($0 + $68,300 * 0.95 = $64,885).
¨  
Your Fixed Account Contract Value is $3,415, which is your previous Fixed Account Contract Value plus the amount of the transfer multiplied by your current allocation percentage to the Fixed Account Options ($0 + $68,300 * 0.05 = $3,415).

§  
Notes:
¨  
If your GAWA had not yet been determined prior to the transfer of assets calculation, the GAWA used in the liability calculation will be based on the GAWA% for your attained age (or the attained age of the youngest Covered Life if your endorsement is a For Life GMWB with Joint Option) at the time of the calculation multiplied by your GWB at that time.
¨  
The amount transferred from each Investment Division and Fixed Account Option to the GMWB Fixed Account will be in proportion to their current value.  The amount transferred to each Investment Division and Fixed Account Option will be based on your most current premium allocation instructions.
¨  
Funds transferred out of the Fixed Account Option(s) will be subject to an excess interest adjustment (if applicable).
¨  
No adjustments are made to the GWB, the GAWA, the bonus base, the GWB adjustment, or the GMWB death benefit as a result of the transfer.


APPENDIX D

LIFEGUARD SELECT GMWB
AND LIFEGUARD SELECT WITH JOINT OPTION GMWB
TRANSFER OF ASSETS METHODOLOGY



On each Contract Monthly Anniversary, transfers to or from the GMWB Fixed Account will be determined based on the formulas defined below.

Liability = GAWA x annuity factor

The Liability calculated in the above formula is designed to represent the projected value of this GMWB's benefits.  If the GAWA% has not yet been determined, the GAWA used in the Liability calculation will be based on the GAWA% corresponding to the Owner's (or oldest Joint Owner's) attained age at the time the Liability is calculated, multiplied by the GWB at that time.

The tables of annuity factors (as shown below) are set at election of the LifeGuard Select GMWB or the LifeGuard Select with Joint Option GMWB, as applicable and do not change.

Ratio = (Liability – GMWB Fixed Account Contract Value) ¸ (Separate Account Contract Value + Fixed Account Contract Value)

If the sum of the Separate Account Contract Value and the Fixed Account Contract Value is equal to zero, the Ratio will not be calculated.

The transfer amount is determined as follows:

If the Ratio is less than the lower breakpoint of 77% or if the GMWB Fixed Account Contract Value is greater than the Liability and all funds are allocated to the GMWB Fixed Account, the amount transferred from the GMWB Fixed Account is equal to the lesser of:

 
1.
The GMWB Fixed Account Contract Value; or
 
2.
(GMWB Fixed Account Contract Value + 80% x (Separate Account Contract Value + Fixed Account Contract Value) – Liability) ¸ (1-80%).

If the Ratio is greater than the upper breakpoint of 83%, the amount transferred to the GMWB Fixed Account is equal to the lesser of:

 
1.
Separate Account Contract Value + Fixed Account Contract Value; or
 
2.
(Liability – GMWB Fixed Account Contract Value – 80% x (Separate Account Contract Value + Fixed Account Contract Value)) ¸ (1-80%).

Otherwise, no funds are transferred.

LifeGuard Select
Transfer of Assets Provision
Annuity Factors*
Age**
Contract Monthly Anniversary
 
1
2
3
4
5
6
7
8
9
10
11
12
65
15.26
15.22
15.19
15.15
15.12
15.08
15.05
15.01
14.97
14.94
14.90
14.87
66
14.83
14.79
14.76
14.72
14.68
14.65
14.61
14.57
14.54
14.50
14.46
14.43
67
14.39
14.35
14.32
14.28
14.25
14.21
14.18
14.14
14.10
14.07
14.03
14.00
68
13.96
13.92
13.89
13.85
13.81
13.77
13.74
13.70
13.66
13.62
13.59
13.55
69
13.51
13.47
13.44
13.40
13.37
13.33
13.30
13.26
13.22
13.19
13.15
13.12
70
13.08
13.04
13.01
12.97
12.93
12.89
12.86
12.82
12.78
12.74
12.71
12.67
71
12.63
12.59
12.56
12.52
12.48
12.44
12.41
12.37
12.33
12.29
12.26
12.22
72
12.18
12.14
12.11
12.07
12.03
12.00
11.96
11.92
11.89
11.85
11.81
11.78
73
11.74
11.70
11.67
11.63
11.60
11.56
11.53
11.49
11.45
11.42
11.38
11.35
74
11.31
11.27
11.24
11.20
11.16
11.12
11.09
11.05
11.01
10.97
10.94
10.90
75
10.86
10.82
10.79
10.75
10.72
10.68
10.65
10.61
10.57
10.54
10.50
10.47
76
10.43
10.39
10.36
10.32
10.28
10.25
10.21
10.17
10.14
10.10
10.06
10.03
77
9.99
9.96
9.92
9.89
9.85
9.82
9.78
9.75
9.71
9.68
9.64
9.61
78
9.57
9.54
9.50
9.47
9.43
9.40
9.36
9.33
9.29
9.26
9.22
9.19
79
9.15
9.12
9.08
9.05
9.01
8.98
8.94
8.91
8.87
8.84
8.80
8.77
80
8.73
8.70
8.66
8.63
8.60
8.56
8.53
8.50
8.46
8.43
8.40
8.36
81
8.33
8.30
8.26
8.23
8.20
8.16
8.13
8.10
8.06
8.03
8.00
7.96
82
7.93
7.90
7.86
7.83
7.80
7.76
7.73
7.70
7.66
7.63
7.60
7.56
83
7.53
7.50
7.47
7.44
7.41
7.38
7.35
7.31
7.28
7.25
7.22
7.19
84
7.16
7.13
7.10
7.07
7.04
7.01
6.98
6.95
6.92
6.89
6.86
6.83
85
6.80
6.77
6.74
6.71
6.68
6.65
6.62
6.59
6.56
6.53
6.50
6.47
86
6.44
6.41
6.39
6.36
6.33
6.30
6.28
6.25
6.22
6.19
6.17
6.14
87
6.11
6.08
6.06
6.03
6.00
5.98
5.95
5.92
5.90
5.87
5.84
5.82
88
5.79
5.76
5.74
5.71
5.69
5.66
5.64
5.61
5.58
5.56
5.53
5.51
89
5.48
5.46
5.43
5.41
5.38
5.36
5.34
5.31
5.29
5.26
5.24
5.21
90
5.19
5.17
5.14
5.12
5.10
5.07
5.05
5.03
5.00
4.98
4.96
4.93
91
4.91
4.89
4.87
4.85
4.83
4.81
4.79
4.76
4.74
4.72
4.70
4.68
92
4.66
4.64
4.62
4.60
4.58
4.56
4.54
4.51
4.49
4.47
4.45
4.43
93
4.41
4.39
4.37
4.35
4.33
4.31
4.30
4.28
4.26
4.24
4.22
4.20
94
4.18
4.16
4.14
4.13
4.11
4.09
4.07
4.05
4.03
4.02
4.00
3.98
95
3.96
3.94
3.93
3.91
3.89
3.87
3.86
3.84
3.82
3.80
3.79
3.77
96
3.75
3.73
3.72
3.70
3.68
3.66
3.65
3.63
3.61
3.59
3.58
3.56
97
3.54
3.52
3.51
3.49
3.47
3.46
3.44
3.42
3.41
3.39
3.37
3.36
98
3.34
3.32
3.31
3.29
3.27
3.26
3.24
3.22
3.21
3.19
3.17
3.16
99
3.14
3.12
3.11
3.09
3.07
3.06
3.04
3.02
3.01
2.99
2.97
2.96
100
2.94
2.92
2.91
2.89
2.87
2.85
2.84
2.82
2.80
2.78
2.77
2.75
101
2.73
2.71
2.70
2.68
2.66
2.65
2.63
2.61
2.60
2.58
2.56
2.55
102
2.53
2.51
2.50
2.48
2.46
2.45
2.43
2.41
2.40
2.38
2.36
2.35
103
2.33
2.31
2.30
2.28
2.26
2.24
2.23
2.21
2.19
2.17
2.16
2.14
104
2.12
2.10
2.09
2.07
2.06
2.04
2.03
2.01
1.99
1.98
1.96
1.95
105
1.93
1.91
1.90
1.88
1.87
1.85
1.84
1.82
1.80
1.79
1.77
1.76
106
1.74
1.73
1.71
1.70
1.68
1.67
1.65
1.64
1.62
1.61
1.59
1.58
107
1.56
1.55
1.53
1.52
1.50
1.49
1.47
1.46
1.44
1.43
1.41
1.40
108
1.38
1.37
1.35
1.34
1.33
1.31
1.30
1.29
1.27
1.26
1.25
1.23
109
1.22
1.21
1.19
1.18
1.17
1.15
1.14
1.13
1.11
1.10
1.09
1.07
110
1.06
1.05
1.04
1.03
1.01
1.00
0.99
0.98
0.97
0.96
0.94
0.93
111
0.92
0.91
0.90
0.89
0.88
0.87
0.86
0.84
0.83
0.82
0.81
0.80
112
0.79
0.78
0.77
0.76
0.75
0.74
0.73
0.72
0.71
0.70
0.69
0.68
113
0.67
0.66
0.65
0.64
0.63
0.62
0.62
0.61
0.60
0.59
0.58
0.57
114
0.56
0.55
0.54
0.54
0.53
0.52
0.51
0.50
0.49
0.49
0.48
0.47
115
0.46
0.42
0.38
0.35
0.31
0.27
0.23
0.19
0.15
0.12
0.08
0.04

* Annuity factors are based on the Annuity 2000 Mortality Table and 3.00% interest.

**The age of the Owner as of the effective date or the most recent Contract Anniversary.  All Owners aged 55-65 on the effective date of the endorsement will be assumed to be age 65 on the effective date of the endorsement for the purpose of determining the applicable annuity factor.



LifeGuard Select with Joint Option
Transfer of Assets Provision
Annuity Factors
                         
                         
Age*
Contract Monthly Anniversary
1
2
3
4
5
6
7
8
9
10
11
12
65
15.26
15.24
15.23
15.21
15.19
15.17
15.16
15.14
15.12
15.10
15.09
15.07
66
15.05
15.03
15.01
14.99
14.97
14.95
14.94
14.92
14.90
14.88
14.86
14.84
67
14.82
14.81
14.79
14.78
14.77
14.75
14.74
14.73
14.71
14.70
14.69
14.67
68
14.66
14.64
14.63
14.61
14.59
14.58
14.56
14.54
14.53
14.51
14.49
14.48
69
14.46
14.44
14.43
14.41
14.39
14.38
14.36
14.34
14.33
14.31
14.29
14.28
70
14.26
14.24
14.22
14.20
14.18
14.16
14.14
14.12
14.10
14.08
14.06
14.04
71
14.02
14.00
13.98
13.96
13.93
13.91
13.89
13.87
13.85
13.83
13.80
13.78
72
13.76
13.74
13.72
13.70
13.67
13.65
13.63
13.61
13.59
13.57
13.54
13.52
73
13.50
13.48
13.46
13.43
13.41
13.39
13.37
13.34
13.32
13.30
13.28
13.25
74
13.23
13.20
13.18
13.15
13.13
13.10
13.08
13.05
13.02
13.00
12.97
12.95
75
12.92
12.88
12.84
12.81
12.77
12.73
12.69
12.65
12.61
12.58
12.54
12.50
76
12.46
12.42
12.38
12.34
12.30
12.26
12.22
12.17
12.13
12.09
12.05
12.01
77
11.97
11.93
11.89
11.86
11.82
11.78
11.74
11.70
11.66
11.63
11.59
11.55
78
11.51
11.47
11.43
11.39
11.35
11.31
11.28
11.24
11.20
11.16
11.12
11.08
79
11.04
11.00
10.96
10.93
10.89
10.85
10.81
10.77
10.73
10.70
10.66
10.62
80
10.58
10.54
10.50
10.46
10.42
10.38
10.35
10.31
10.27
10.23
10.19
10.15
81
10.11
10.07
10.04
10.00
9.96
9.93
9.89
9.85
9.82
9.78
9.74
9.71
82
9.67
9.63
9.60
9.56
9.52
9.49
9.45
9.41
9.38
9.34
9.30
9.27
83
9.23
9.19
9.16
9.12
9.08
9.05
9.01
8.97
8.94
8.90
8.86
8.83
84
8.79
8.76
8.72
8.69
8.65
8.62
8.59
8.55
8.52
8.48
8.45
8.41
85
8.38
8.35
8.31
8.28
8.24
8.21
8.18
8.14
8.11
8.07
8.04
8.00
86
7.97
7.94
7.90
7.87
7.84
7.80
7.77
7.74
7.70
7.67
7.64
7.60
87
7.57
7.54
7.51
7.48
7.44
7.41
7.38
7.35
7.32
7.29
7.25
7.22
88
7.19
7.16
7.13
7.10
7.07
7.04
7.01
6.98
6.95
6.92
6.89
6.86
89
6.83
6.80
6.77
6.74
6.71
6.68
6.66
6.63
6.60
6.57
6.54
6.51
90
6.48
6.45
6.43
6.40
6.37
6.34
6.32
6.29
6.26
6.23
6.21
6.18
91
6.15
6.12
6.10
6.07
6.04
6.01
5.99
5.96
5.93
5.90
5.88
5.85
92
5.82
5.80
5.77
5.75
5.72
5.70
5.67
5.65
5.62
5.60
5.57
5.55
93
5.52
5.50
5.47
5.45
5.42
5.40
5.37
5.35
5.32
5.30
5.27
5.25
94
5.22
5.20
5.17
5.15
5.12
5.10
5.08
5.05
5.03
5.00
4.98
4.95
95
4.93
4.91
4.88
4.86
4.84
4.81
4.79
4.77
4.74
4.72
4.70
4.67
96
4.65
4.63
4.60
4.58
4.56
4.53
4.51
4.49
4.46
4.44
4.42
4.39
97
4.37
4.35
4.33
4.30
4.28
4.26
4.24
4.21
4.19
4.17
4.15
4.12
98
4.10
4.08
4.05
4.03
4.01
3.98
3.96
3.94
3.91
3.89
3.87
3.84
99
3.82
3.80
3.78
3.75
3.73
3.71
3.69
3.66
3.64
3.62
3.60
3.57
100
3.55
3.53
3.51
3.48
3.46
3.44
3.42
3.39
3.37
3.35
3.33
3.30
101
3.28
3.26
3.24
3.21
3.19
3.17
3.15
3.12
3.10
3.08
3.06
3.03
102
3.01
2.99
2.97
2.94
2.92
2.90
2.88
2.85
2.83
2.81
2.79
2.76
103
2.74
2.72
2.70
2.68
2.65
2.63
2.61
2.59
2.57
2.55
2.52
2.50
104
2.48
2.46
2.44
2.42
2.40
2.38
2.36
2.33
2.31
2.29
2.27
2.25
105
2.23
2.21
2.19
2.17
2.15
2.13
2.11
2.08
2.06
2.04
2.02
2.00
106
1.98
1.96
1.94
1.92
1.90
1.88
1.86
1.84
1.82
1.80
1.78
1.76
107
1.74
1.72
1.70
1.68
1.66
1.64
1.63
1.61
1.59
1.57
1.55
1.53
108
1.51
1.49
1.48
1.46
1.44
1.42
1.41
1.39
1.37
1.35
1.34
1.32
109
1.30
1.28
1.27
1.25
1.23
1.21
1.20
1.18
1.16
1.14
1.13
1.11
110
1.09
1.08
1.07
1.06
1.04
1.03
1.02
1.01
1.00
0.99
0.97
0.96
111
0.95
0.94
0.93
0.92
0.90
0.89
0.88
0.87
0.86
0.85
0.83
0.82
112
0.81
0.80
0.79
0.78
0.77
0.76
0.75
0.74
0.73
0.72
0.71
0.70
113
0.69
0.68
0.67
0.66
0.65
0.64
0.64
0.63
0.62
0.61
0.60
0.59
114
0.58
0.57
0.56
0.55
0.54
0.53
0.53
0.52
0.51
0.50
0.49
0.48
115
0.47
0.43
0.39
0.35
0.31
0.27
0.24
0.20
0.16
0.12
0.08
0.04
                         
* The age of the youngest Covered Life as of the effective date of the endorsement or the most recent Contract Anniversary.  A Covered Life aged 55-65 on the effective date of the endorsement will be assumed to be age 65 on the effective date of the endorsement for the purpose of determining the applicable annuity factor.



APPENDIX E
 
 
ACCUMULATION UNIT VALUES

The tables reflect the accumulation unit values for each Investment Division for the beginning and end of the periods indicated, and the number of accumulation units outstanding as of the end of the periods indicated – for each of a base Contract (with no optional endorsements) and for each Contract with the most expensive combination of optional endorsements (through the end of the most recent period).   The tables do not provide partial year information.  The tables provide accumulation unit values and the number of accumulation units outstanding only if that information is available throughout the period.  Where accumulation unit values and the number of accumulation units outstanding are unavailable, either because of a partial year or a Fund not being offered, a “N/A” is provided.

This information derives from the financial statements of the Separate Account, which together constitute the Separate Account's condensed financial information.  The annualized charge for your Contract may fall in between the charge for a base Contract and a Contract with the most expensive combination of optional endorsements, and complete condensed financial information about the Separate Account is available in the SAI.  Contact the Annuity Service Center to request your copy free of charge, and contact information is on the cover page of the prospectus.  Also, please ask about the more timely accumulation unit values that are available for each Investment Division.

Set forth below are fund changes and additions since the December 12, 2011 Supplement to the May 1, 2011 Prospectus, for your information in reviewing Accumulation Unit information.






Effective April 30, 2012, the following Investment Divisions changed (whether or not in connection with a sub-adviser change):

JNL/Capital Guardian U.S. Growth Equity Fund to JNL/UBS Large Cap Select Growth Fund;
JNL/Eagle Core Equity Fund to JNL/DFA U.S. Core Equity Fund;
JNL/PAM Asia ex-Japan Fund to JNL/Eastspring Investments Asia ex-Japan Fund; and
JNL/PAM China-India Fund to JNL/Eastspring Investments China-India Fund.

Effective April 30, 2012, the Separate Account has the following new Investment Divisions, for which no Accumulation Unit information is yet available:

JNL/American Funds Balanced Allocation Fund;
JNL/American Funds Growth Allocation Fund;
JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund;
JNL/Morgan Stanley Mid Cap Growth Fund; and
JNL/Neuberger Berman Strategic Income Fund.



Accumulation Unit Values
                   
Base Contract - 1.50%
                   
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Disciplined Growth Division
                   
Accumulation unit value:
                   
    Beginning of period
$8.62
$7.77
$6.29
$10.50
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.23
$8.62
$7.77
$6.29
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
4,946
5,437
6,784
8,555
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.76
$8.92
$7.63
$10.55
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.68
$9.76
$8.92
$7.63
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
3,897
5,341
9,026
8,978
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.12
$8.18
$6.76
$10.52
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.91
$9.12
$8.18
$6.76
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
4,144
5,798
9,567
9,589
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 20 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.02
$12.59
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.46
$14.02
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,673
8,958
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 35 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.75
$13.09
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.98
$14.75
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,332
4,828
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Institutional Alt 50 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.19
$13.42
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.27
$15.19
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
444
112
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 65 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.77
$13.82
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.69
$15.77
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,382
2,944
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Blue Chip Income and Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$10.29
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.02
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.35
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.63
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,020
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Small Capitalization Division
                 
  Accumulation unit value:
                   
    Beginning of period
$11.04
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,014
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Growth-Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.35
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.96
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,236
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/American Funds International Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.06
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,260
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds New World Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.50
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,816
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Commodity Securities Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.25
$9.72
$6.58
$13.70
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.27
$11.25
$9.72
$6.58
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
15,926
15,783
18,094
22,298
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Global Allocation Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.32
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.77
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,266
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Brookfield Global Infrastructure Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Capital Guardian Global Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.54
$11.67
$9.68
$13.69
$12.88
$11.80
$10.88
N/A
N/A
N/A
    End of period
$11.76
$12.54
$11.67
$9.68
$13.69
$12.88
$11.80
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,328
13,535
14,013
18,071
21,049
15,240
12,319
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Capital Guardian Global Diversified Research Division
                 
  Accumulation unit value:
                   
    Beginning of period
$7.09
$6.44
$4.73
$8.34
$7.02
$6.29
$6.26
$5.71
$4.68
$6.51
    End of period
$6.67
$7.09
$6.44
$4.73
$8.34
$7.02
$6.29
$6.26
$5.71
$4.68
  Accumulation units outstanding at the end of period
117,043
140,245
176,281
210,103
303,170
367,549
441,090
579,943
712,814
940,232
                     
JNL/Capital Guardian U.S. Growth Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$5.75
$5.18
$3.90
$6.70
$6.20
$6.02
$5.84
$5.30
$3.98
$5.74
    End of period
$5.71
$5.75
$5.18
$3.90
$6.70
$6.20
$6.02
$5.84
$5.30
$3.98
  Accumulation units outstanding at the end of period
248,808
275,083
362,283
465,705
525,449
661,895
784,923
1,183,939
1,475,042
1,674,518
                     
JNL/Eagle Core Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.47
$9.50
$7.21
$12.00
$12.11
$10.94
$10.75
N/A
N/A
N/A
    End of period
$10.23
$10.47
$9.50
$7.21
$12.00
$12.11
$10.94
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
101,361
119,420
165,137
214,698
266,570
324,058
367,892
N/A
N/A
N/A
                     
JNL/Eagle SmallCap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.28
$12.18
$9.13
$15.02
$13.60
$11.50
$11.38
N/A
N/A
N/A
    End of period
$15.67
$16.28
$12.18
$9.13
$15.02
$13.60
$11.50
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
45,476
23,773
8,526
42,150
23,651
23,217
12,228
N/A
N/A
N/A
                     
JNL/Franklin Templeton Founding Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.72
$8.02
$6.26
$9.95
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.48
$8.72
$8.02
$6.26
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
13,462
19,056
21,392
47,609
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$7.89
$7.48
$5.80
$9.92
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.30
$7.89
$7.48
$5.80
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,877
14,182
8,883
11,591
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Franklin Templeton Global Multisector Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.96
$9.88
$7.55
$10.90
$10.87
N/A
N/A
N/A
N/A
N/A
    End of period
$11.07
$10.96
$9.88
$7.55
$10.90
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
13,082
19,048
43,590
22,948
27,904
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton International Small Cap Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$19.88
$16.74
$11.14
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$16.77
$19.88
$16.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,121
2,472
1,133
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Mutual Shares Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.28
$7.54
$6.04
$9.88
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.11
$8.28
$7.54
$6.04
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,071
10,797
12,961
14,342
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.94
$9.56
$7.26
$11.03
$11.92
$10.28
N/A
N/A
N/A
N/A
    End of period
$11.45
$11.94
$9.56
$7.26
$11.03
$11.92
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
11,646
26,223
26,394
15,122
14,114
12,775
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Core Plus Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.22
$16.24
$14.44
$15.46
$14.67
$14.22
$14.07
$13.36
$11.94
$11.18
    End of period
$18.02
$17.22
$16.24
$14.44
$15.46
$14.67
$14.22
$14.07
$13.36
$11.94
  Accumulation units outstanding at the end of period
66,002
76,328
87,125
96,867
137,357
125,117
138,216
136,879
127,780
137,549
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Goldman Sachs Emerging Markets Debt Division
                 
  Accumulation unit value:
                   
    Beginning of period
$14.30
$12.51
$10.33
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.43
$14.30
$12.51
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,483
3,926
3,247
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.21
$9.97
$7.63
$12.11
$11.96
$10.49
N/A
N/A
N/A
N/A
    End of period
$11.24
$12.21
$9.97
$7.63
$12.11
$11.96
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,202
10,779
13,085
15,356
28,651
37,670
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs U.S. Equity Flex Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.65
$8.08
$6.57
$10.70
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.61
$8.65
$8.08
$6.57
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,518
1,475
1,177
319
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Invesco Global Real Estate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.35
$10.70
$8.20
$12.94
$15.46
$11.51
N/A
N/A
N/A
N/A
    End of period
$11.41
$12.35
$10.70
$8.20
$12.94
$15.46
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
13,920
14,446
15,625
20,070
23,464
28,005
N/A
N/A
N/A
N/A
                     
JNL/Invesco International Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.96
$9.01
$6.67
$11.47
$10.61
$8.78
$8.05
$7.03
$5.55
$7.09
    End of period
$9.14
$9.96
$9.01
$6.67
$11.47
$10.61
$8.78
$8.05
$7.03
$5.55
  Accumulation units outstanding at the end of period
80,981
96,250
122,298
162,088
189,980
196,823
223,387
263,692
373,850
424,313
                     
JNL/Invesco Large Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.03
$10.40
$8.49
$13.83
$12.13
$11.42
$10.81
N/A
N/A
N/A
    End of period
$11.06
$12.03
$10.40
$8.49
$13.83
$12.13
$11.42
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
24,890
22,624
41,872
47,851
59,979
18,432
16,198
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Invesco Small Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.99
$11.25
$8.48
$14.27
$13.01
$11.54
$10.80
N/A
N/A
N/A
    End of period
$13.60
$13.99
$11.25
$8.48
$14.27
$13.01
$11.54
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,213
9,081
11,537
6,296
5,333
8,477
7,976
N/A
N/A
N/A
                     
JNL/Ivy Asset Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.22
$10.37
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.22
$11.22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,030
4,352
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/JPMorgan International Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.16
$9.59
$7.48
$13.67
$12.40
$9.53
$8.16
$6.76
$4.92
$6.81
    End of period
$8.72
$10.16
$9.59
$7.48
$13.67
$12.40
$9.53
$8.16
$6.76
$4.92
  Accumulation units outstanding at the end of period
82,727
110,806
159,890
175,537
219,516
264,461
217,842
313,938
292,298
145,184
                     
JNL/JPMorgan MidCap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.57
$10.96
$7.79
$14.23
$13.38
$12.12
$11.59
N/A
N/A
N/A
    End of period
$12.58
$13.57
$10.96
$7.79
$14.23
$13.38
$12.12
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
36,656
47,382
60,509
60,887
73,659
4,620
1,834
N/A
N/A
N/A
                     
JNL/JPMorgan U.S. Government & Quality Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
$12.60
$11.92
$11.67
$11.12
$10.61
$10.43
$10.34
N/A
N/A
N/A
    End of period
$13.64
$12.60
$11.92
$11.67
$11.12
$10.61
$10.43
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
18,611
30,055
24,985
41,407
24,646
16,874
7,326
N/A
N/A
N/A
                     
JNL/Lazard Emerging Markets Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.13
$11.76
$6.95
$14.13
$10.88
N/A
N/A
N/A
N/A
N/A
    End of period
$11.45
$14.13
$11.76
$6.95
$14.13
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
38,663
54,231
53,353
56,344
50,132
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Lazard Mid Cap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$21.78
$17.96
$13.06
$21.71
$22.63
$20.06
$18.71
$15.23
$11.99
$14.17
    End of period
$20.24
$21.78
$17.96
$13.06
$21.71
$22.63
$20.06
$18.71
$15.23
$11.99
  Accumulation units outstanding at the end of period
44,389
60,945
90,535
114,733
143,303
194,617
231,028
292,819
282,307
327,448
                     
JNL/M&G Global Basics Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.71
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.16
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/M&G Global Leaders Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.12
$11.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.42
$13.12
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
133
1,593
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Mellon Capital Management (MCM) 10 x 10 Division
                 
  Accumulation unit value:
                   
    Beginning of period
$8.68
$7.57
$6.17
$9.82
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.37
$8.68
$7.57
$6.17
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,943
8,614
33,656
41,904
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.67
$9.64
$6.40
$10.03
$10.48
N/A
N/A
N/A
N/A
N/A
    End of period
$12.52
$11.67
$9.64
$6.40
$10.03
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,729
7,548
15,042
22,131
2,699
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Bond Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.25
$11.75
$11.28
$11.04
$10.53
$10.31
$10.28
N/A
N/A
N/A
    End of period
$12.94
$12.25
$11.75
$11.28
$11.04
$10.53
$10.31
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
10,602
9,208
10,017
29,409
26,126
33,761
27,380
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Communications Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.07
$12.48
$10.09
$16.97
$16.51
$12.32
$12.38
$10.68
N/A
N/A
    End of period
$14.37
$15.07
$12.48
$10.09
$16.97
$16.51
$12.32
$12.38
N/A
N/A
  Accumulation units outstanding at the end of period
4,182
8,145
6,218
6,197
8,621
10,683
4,609
23,301
N/A
N/A
                     
JNL/MCM Consumer Brands Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.56
$9.56
$7.29
$10.77
$11.87
$10.62
$11.04
$10.18
N/A
N/A
    End of period
$12.13
$11.56
$9.56
$7.29
$10.77
$11.87
$10.62
$11.04
N/A
N/A
  Accumulation units outstanding at the end of period
933
1,018
1,890
1,777
2,582
3,433
2,840
9,013
N/A
N/A
                     
JNL/MCM Dow Dividend Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.83
$6.19
$5.23
$10.48
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.12
$6.83
$6.19
$5.23
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,958
2,046
1,676
9,005
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Emerging Markets Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM European 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.86
$12.79
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.74
$12.86
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
375
674
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Financial Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$7.23
$6.47
$5.53
$11.38
$13.98
$11.96
$11.44
$10.23
N/A
N/A
    End of period
$6.20
$7.23
$6.47
$5.53
$11.38
$13.98
$11.96
$11.44
N/A
N/A
  Accumulation units outstanding at the end of period
2,316
2,131
2,682
20,431
7,589
17,935
6,350
21,240
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Global Alpha Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.28
$9.84
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.42
$10.28
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Healthcare Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.30
$11.04
$9.27
$12.25
$11.56
$11.04
$10.42
$10.22
N/A
N/A
    End of period
$12.34
$11.30
$11.04
$9.27
$12.25
$11.56
$11.04
$10.42
N/A
N/A
  Accumulation units outstanding at the end of period
8,824
12,373
14,639
13,334
22,217
28,169
35,487
19,842
N/A
N/A
                     
JNL/MCM Index 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.62
$8.43
$6.84
$9.90
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.28
$9.62
$8.43
$6.84
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
27
29
2,057
-
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM International Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.25
$12.59
$9.88
$17.58
$16.17
$13.07
$11.71
N/A
N/A
N/A
    End of period
$11.45
$13.25
$12.59
$9.88
$17.58
$16.17
$13.07
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
14,851
20,940
29,440
41,686
70,621
61,754
39,165
N/A
N/A
N/A
                     
JNL/MCM JNL 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.44
$9.92
$8.11
$14.33
$14.34
$12.25
$11.24
N/A
N/A
N/A
    End of period
$11.04
$11.44
$9.92
$8.11
$14.33
$14.34
$12.25
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
162,487
200,164
290,188
408,431
687,620
715,760
975,666
N/A
N/A
N/A
                     
JNL/MCM JNL Optimized 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.69
$8.65
$6.38
$12.00
$10.73
N/A
N/A
N/A
N/A
N/A
    End of period
$8.60
$9.69
$8.65
$6.38
$12.00
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,705
7,637
19,445
23,035
48,392
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Nasdaq 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.09
$8.74
$6.61
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.14
$10.09
$8.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
100
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM NYSE International 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.32
$8.25
$6.16
$11.56
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.24
$8.32
$8.25
$6.16
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,474
2,777
2,962
7,134
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Oil & Gas Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$25.13
$21.42
$18.11
$29.58
$22.20
$18.65
$13.84
$10.54
N/A
N/A
    End of period
$25.57
$25.13
$21.42
$18.11
$29.58
$22.20
$18.65
$13.84
N/A
N/A
  Accumulation units outstanding at the end of period
25,281
27,543
32,244
59,226
48,698
54,023
58,164
19,369
N/A
N/A
                     
JNL/MCM Pacific Rim 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.81
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.46
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 24 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.09
$7.92
$6.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.41
$9.09
$7.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
28
32
3,278
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 400 MidCap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.77
$11.92
$8.76
$14.25
$13.47
$12.46
$11.30
N/A
N/A
N/A
    End of period
$14.24
$14.77
$11.92
$8.76
$14.25
$13.47
$12.46
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,775
12,433
48,585
31,715
40,435
45,404
38,914
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM S&P 500 Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.30
$10.03
$8.08
$13.15
$12.73
$11.23
$10.92
N/A
N/A
N/A
    End of period
$11.30
$11.30
$10.03
$8.08
$13.15
$12.73
$11.23
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
143,833
190,530
214,484
51,640
78,000
102,509
100,136
N/A
N/A
N/A
                     
JNL/MCM S&P SMid 60 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.51
$9.67
$6.08
$8.83
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.46
$11.51
$9.67
$6.08
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,522
3,410
1,480
7,985
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Select Small-Cap Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.03
$5.32
$5.14
$8.71
$9.88
N/A
N/A
N/A
N/A
N/A
    End of period
$6.03
$6.03
$5.32
$5.14
$8.71
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
27,702
16,552
25,888
4,556
4,338
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Small Cap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.24
$10.64
$8.48
$13.23
$13.72
$11.85
$11.54
N/A
N/A
N/A
    End of period
$12.48
$13.24
$10.64
$8.48
$13.23
$13.72
$11.85
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
92,886
119,949
183,070
30,138
35,812
38,884
23,172
N/A
N/A
N/A
                     
JNL/MCM Technology Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.23
$11.08
$6.86
$12.31
$10.91
$10.13
$10.04
$10.08
N/A
N/A
    End of period
$12.01
$12.23
$11.08
$6.86
$12.31
$10.91
$10.13
$10.04
N/A
N/A
  Accumulation units outstanding at the end of period
2,855
5,540
5,171
14,435
12,589
16,996
23,813
7,844
N/A
N/A
                     
JNL/MCM Value Line 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.05
$6.67
$5.91
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.11
$8.05
$6.67
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,936
2,770
3,007
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM VIP Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.89
$9.59
$7.85
$13.93
$12.77
$11.56
$10.69
N/A
N/A
N/A
    End of period
$10.34
$10.89
$9.59
$7.85
$13.93
$12.77
$11.56
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
29,567
27,555
34,903
51,696
62,638
117,548
122,256
N/A
N/A
N/A
                     
JNL/Oppenheimer Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.21
$12.50
$9.10
$15.62
$14.91
$12.94
$11.55
$9.94
$7.18
$9.39
    End of period
$12.84
$14.21
$12.50
$9.10
$15.62
$14.91
$12.94
$11.55
$9.94
$7.18
  Accumulation units outstanding at the end of period
83,981
96,382
117,873
134,931
158,024
182,293
204,823
219,032
183,596
126,675
                     
JNL/PAM Asia ex-Japan Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.39
$8.83
$5.29
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.07
$10.39
$8.83
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,026
11,319
18,681
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PAM China-India Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.86
$9.43
$5.25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.72
$10.86
$9.43
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,345
6,386
6,766
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Real Return Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.71
$11.97
$10.37
$10.93
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.98
$12.71
$11.97
$10.37
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
33,787
34,507
49,379
37,796
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Total Return Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.81
$16.80
$14.77
$14.94
$14.01
$13.74
$13.64
$13.25
$12.84
$11.97
    End of period
$18.39
$17.81
$16.80
$14.77
$14.94
$14.01
$13.74
$13.64
$13.25
$12.84
  Accumulation units outstanding at the end of period
207,343
244,827
281,374
343,489
397,146
430,927
493,021
544,769
650,624
848,395
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/PPM America Floating Rate Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America High Yield Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.03
$14.07
$9.76
$14.31
$14.69
$13.49
$13.47
$12.63
$10.19
$9.78
    End of period
$16.52
$16.03
$14.07
$9.76
$14.31
$14.69
$13.49
$13.47
$12.63
$10.19
  Accumulation units outstanding at the end of period
54,621
72,504
89,961
96,311
122,973
147,402
171,070
222,985
253,045
235,868
                     
JNL/PPM America Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$20.18
$15.81
$10.89
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$18.41
$20.18
$15.81
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
111
638
824
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.62
$7.65
$5.80
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.72
$9.62
$7.65
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,258
13,091
1,295
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Value Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.95
$8.60
$6.04
$11.61
$12.49
$11.22
$10.85
N/A
N/A
N/A
    End of period
$9.29
$9.95
$8.60
$6.04
$11.61
$12.49
$11.22
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
871
7,576
19,678
6,226
3,464
8,223
1,953
N/A
N/A
N/A
                     
JNL/Red Rocks Listed Private Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$18.08
$14.53
$10.51
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.61
$18.08
$14.53
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,217
1,214
772
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P 4 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.78
$9.62
$6.88
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.24
$10.78
$9.62
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,119
12,966
11,099
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Competitive Advantage Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.16
$10.05
$7.08
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.15
$11.16
$10.05
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,155
1,374
2,347
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Dividend Income & Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.41
$9.79
$8.05
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.63
$11.41
$9.79
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,784
1,028
876
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Intrinsic Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.46
$10.17
$6.57
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.02
$11.46
$10.17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
700
559
57
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Aggressive Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.96
$11.23
$8.70
$14.52
$13.50
$11.86
$11.10
N/A
N/A
N/A
    End of period
$12.15
$12.96
$11.23
$8.70
$14.52
$13.50
$11.86
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
180,580
232,811
340,285
373,197
482,368
520,647
631,826
N/A
N/A
N/A
                     
JNL/S&P Managed Conservative Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.71
$10.93
$9.78
$11.50
$10.99
$10.34
N/A
N/A
N/A
N/A
    End of period
$11.89
$11.71
$10.93
$9.78
$11.50
$10.99
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
47,901
51,082
58,809
83,091
59,662
4,606
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P Managed Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.88
$11.26
$8.93
$14.02
$13.09
$11.64
$11.00
N/A
N/A
N/A
    End of period
$12.29
$12.88
$11.26
$8.93
$14.02
$13.09
$11.64
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
364,861
484,073
837,659
866,802
1,062,901
1,274,520
1,572,146
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.18
$11.11
$9.50
$12.25
$11.54
$10.61
N/A
N/A
N/A
N/A
    End of period
$12.10
$12.18
$11.11
$9.50
$12.25
$11.54
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
30,675
39,690
63,150
57,946
42,240
20,878
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.05
$11.70
$9.62
$13.48
$12.59
$11.39
$10.87
N/A
N/A
N/A
    End of period
$12.69
$13.05
$11.70
$9.62
$13.48
$12.59
$11.39
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
386,437
368,002
440,192
498,271
658,798
731,021
843,642
N/A
N/A
N/A
                     
JNL/S&P Total Yield Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.42
$8.69
$6.17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.78
$9.42
$8.69
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
665
739
3,510
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Established Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.72
$11.06
$7.82
$13.90
$12.81
$11.44
$10.94
N/A
N/A
N/A
    End of period
$12.39
$12.72
$11.06
$7.82
$13.90
$12.81
$11.44
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
178,838
219,090
248,867
306,249
371,564
385,799
451,875
N/A
N/A
N/A
                     
JNL/T.Rowe Price Mid-Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.83
$14.16
$9.79
$16.74
$14.50
$13.78
$12.26
$10.54
$7.72
$10.04
    End of period
$17.31
$17.83
$14.16
$9.79
$16.74
$14.50
$13.78
$12.26
$10.54
$7.72
  Accumulation units outstanding at the end of period
149,163
182,093
242,008
295,287
379,176
438,522
525,916
650,688
720,439
759,504
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/T.Rowe Price Short-Term Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.50
$10.35
$9.76
$10.54
$10.21
N/A
N/A
N/A
N/A
N/A
    End of period
$10.48
$10.50
$10.35
$9.76
$10.54
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
16,002
52,630
25,579
19,133
27,770
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.54
$10.99
$8.13
$13.87
$13.96
$11.81
$11.29
N/A
N/A
N/A
    End of period
$12.10
$12.54
$10.99
$8.13
$13.87
$13.96
$11.81
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
69,855
85,098
91,080
115,076
114,542
94,468
81,351
N/A
N/A
N/A
                     
JNL/WMC Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.45
$12.32
$10.45
$13.38
$12.64
$11.29
$10.88
N/A
N/A
N/A
    End of period
$13.68
$13.45
$12.32
$10.45
$13.38
$12.64
$11.29
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
150,631
170,464
220,836
262,329
285,759
327,037
331,232
N/A
N/A
N/A
                     
JNL/WMC Money Market Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.93
$11.09
$11.25
$11.17
$10.83
$10.51
$10.39
$10.47
$10.58
$10.62
    End of period
$10.77
$10.93
$11.09
$11.25
$11.17
$10.83
$10.51
$10.39
$10.47
$10.58
  Accumulation units outstanding at the end of period
66,783
50,999
101,137
201,061
192,789
133,273
149,718
184,531
206,686
400,786
                     
JNL/WMC Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.82
$12.34
$10.10
$15.39
$14.48
$12.16
$11.41
N/A
N/A
N/A
    End of period
$13.33
$13.82
$12.34
$10.10
$15.39
$14.48
$12.16
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
26,319
32,691
42,383
49,267
76,613
64,646
28,194
N/A
N/A
N/A



Accumulation Unit Values
                   
Contract with Endorsements - 1.65%
                   
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Disciplined Growth Division
                   
Accumulation unit value:
                   
    Beginning of period
$8.57
$7.73
$6.27
$10.48
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.17
$8.57
$7.73
$6.27
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
-
-
-
-
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.70
$8.88
$7.60
$10.53
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.61
$9.70
$8.88
$7.60
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
3,398
2,737
631
655
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.07
$8.14
$6.74
$10.50
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.84
$9.07
$8.14
$6.74
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
23,439
23,439
34,714
1,675
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 20 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.99
$12.58
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.40
$13.99
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,236
29,581
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 35 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.71
$13.08
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.92
$14.71
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
543
582
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Institutional Alt 50 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.15
$13.41
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.21
$15.15
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
421
705
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 65 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.73
$13.80
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.63
$15.73
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,764
657
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Blue Chip Income and Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$10.28
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.98
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
145
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.34
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.61
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,485
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Small Capitalization Division
                 
  Accumulation unit value:
                   
    Beginning of period
$11.03
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
768
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Growth-Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.34
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.93
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,399
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/American Funds International Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.73
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.04
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
369
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds New World Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.24
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.47
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,669
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Commodity Securities Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.18
$9.68
$6.56
$13.68
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.19
$11.18
$9.68
$6.56
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
10,357
14,636
12,579
14,961
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Global Allocation Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.31
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
23,210
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Brookfield Global Infrastructure Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Capital Guardian Global Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.41
$11.57
$9.61
$13.62
$12.83
$11.77
$10.87
N/A
N/A
N/A
    End of period
$11.63
$12.41
$11.57
$9.61
$13.62
$12.83
$11.77
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,197
9,582
15,235
8,391
22,464
17,892
8,040
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Capital Guardian Global Diversified Research Division
                 
  Accumulation unit value:
                   
    Beginning of period
$6.51
$5.92
$4.36
$7.70
$6.49
$5.82
$5.81
$5.30
$4.35
$6.06
    End of period
$6.12
$6.51
$5.92
$4.36
$7.70
$6.49
$5.82
$5.81
$5.30
$4.35
  Accumulation units outstanding at the end of period
48,610
53,041
59,118
87,617
128,682
138,985
158,865
193,935
229,753
270,495
                     
JNL/Capital Guardian U.S. Growth Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$5.21
$4.70
$3.54
$6.09
$5.64
$5.48
$5.33
$4.85
$3.64
$5.27
    End of period
$5.16
$5.21
$4.70
$3.54
$6.09
$5.64
$5.48
$5.33
$4.85
$3.64
  Accumulation units outstanding at the end of period
123,095
132,356
174,649
240,406
318,013
371,355
406,879
590,955
561,384
691,527
                     
JNL/Eagle Core Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.37
$9.42
$7.16
$11.94
$12.06
$10.92
$10.74
N/A
N/A
N/A
    End of period
$10.11
$10.37
$9.42
$7.16
$11.94
$12.06
$10.92
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
56,378
60,961
73,386
92,821
123,314
144,415
161,194
N/A
N/A
N/A
                     
JNL/Eagle SmallCap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.12
$12.08
$9.07
$14.93
$13.55
$11.47
$11.37
N/A
N/A
N/A
    End of period
$15.49
$16.12
$12.08
$9.07
$14.93
$13.55
$11.47
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,809
6,660
2,419
11,906
7,256
2,364
745
N/A
N/A
N/A
                     
JNL/Franklin Templeton Founding Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.67
$7.99
$6.24
$9.93
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.41
$8.67
$7.99
$6.24
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
10,137
13,923
9,592
8,592
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$7.84
$7.45
$5.79
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.24
$7.84
$7.45
$5.79
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,339
9,597
2,256
10,247
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Franklin Templeton Global Multisector Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.88
$9.83
$7.52
$10.88
$10.86
N/A
N/A
N/A
N/A
N/A
    End of period
$10.98
$10.88
$9.83
$7.52
$10.88
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
51,658
41,027
38,190
18,929
15,617
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton International Small Cap Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$7.95
$6.71
$4.47
$9.86
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.70
$7.95
$6.71
$4.47
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,655
2,241
4,769
894
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Mutual Shares Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.23
$7.51
$6.02
$9.86
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.05
$8.23
$7.51
$6.02
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
38,973
77,677
59,416
46,578
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.06
$9.66
$7.35
$11.18
$12.11
$10.46
N/A
N/A
N/A
N/A
    End of period
$11.54
$12.06
$9.66
$7.35
$11.18
$12.11
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,741
8,043
7,215
2,660
1,965
4,901
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Core Plus Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.76
$15.83
$14.10
$15.11
$14.36
$13.95
$13.82
$13.14
$11.76
$11.03
    End of period
$17.52
$16.76
$15.83
$14.10
$15.11
$14.36
$13.95
$13.82
$13.14
$11.76
  Accumulation units outstanding at the end of period
19,885
24,288
34,228
38,344
54,326
62,082
64,201
63,677
57,879
68,489
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Goldman Sachs Emerging Markets Debt Division
                 
  Accumulation unit value:
                   
    Beginning of period
$13.31
$11.66
$9.64
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.48
$13.31
$11.66
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,957
9,671
6,012
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.85
$9.68
$7.42
$11.81
$11.68
$10.26
N/A
N/A
N/A
N/A
    End of period
$10.89
$11.85
$9.68
$7.42
$11.81
$11.68
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,366
6,778
8,576
9,562
12,675
7,086
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs U.S. Equity Flex Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.60
$8.04
$6.55
$10.68
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.56
$8.60
$8.04
$6.55
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,368
5,035
3,390
3,887
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Invesco Global Real Estate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.12
$10.52
$8.07
$12.76
$15.26
$11.38
N/A
N/A
N/A
N/A
    End of period
$11.17
$12.12
$10.52
$8.07
$12.76
$15.26
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,518
11,902
7,696
11,949
10,163
7,686
N/A
N/A
N/A
N/A
                     
JNL/Invesco International Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.35
$8.46
$6.28
$10.81
$10.01
$8.30
$7.62
$6.66
$5.27
$6.75
    End of period
$8.56
$9.35
$8.46
$6.28
$10.81
$10.01
$8.30
$7.62
$6.66
$5.27
  Accumulation units outstanding at the end of period
25,630
28,906
34,287
79,919
102,287
106,096
122,113
155,297
202,147
196,610
                     
JNL/Invesco Large Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.91
$10.31
$8.44
$13.76
$12.08
$11.39
$10.80
N/A
N/A
N/A
    End of period
$10.93
$11.91
$10.31
$8.44
$13.76
$12.08
$11.39
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,086
7,356
15,272
35,164
26,296
461
456
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Invesco Small Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.85
$11.16
$8.42
$14.20
$12.96
$11.51
$10.79
N/A
N/A
N/A
    End of period
$13.44
$13.85
$11.16
$8.42
$14.20
$12.96
$11.51
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
816
3,540
1,367
1,583
2,499
2,350
3,295
N/A
N/A
N/A
                     
JNL/Ivy Asset Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.20
$10.37
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.19
$11.20
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,655
5,890
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/JPMorgan International Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.83
$9.29
$7.25
$13.29
$12.06
$9.29
$7.97
$6.61
$4.82
$6.68
    End of period
$8.42
$9.83
$9.29
$7.25
$13.29
$12.06
$9.29
$7.97
$6.61
$4.82
  Accumulation units outstanding at the end of period
46,279
64,313
54,265
73,909
104,723
106,613
101,665
144,380
92,203
57,598
                     
JNL/JPMorgan MidCap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.43
$10.87
$7.73
$14.15
$13.32
$12.09
$11.57
N/A
N/A
N/A
    End of period
$12.43
$13.43
$10.87
$7.73
$14.15
$13.32
$12.09
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
12,090
13,584
16,310
18,749
22,685
1,147
1,172
N/A
N/A
N/A
                     
JNL/JPMorgan U.S. Government & Quality Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
$12.48
$11.82
$11.59
$11.06
$10.57
$10.40
$10.33
N/A
N/A
N/A
    End of period
$13.48
$12.48
$11.82
$11.59
$11.06
$10.57
$10.40
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
28,561
8,150
7,014
22,109
639
435
435
N/A
N/A
N/A
                     
JNL/Lazard Emerging Markets Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.03
$11.70
$6.92
$14.09
$10.87
N/A
N/A
N/A
N/A
N/A
    End of period
$11.35
$14.03
$11.70
$6.92
$14.09
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
16,507
32,196
32,392
18,416
16,343
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Lazard Mid Cap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$21.42
$17.70
$12.88
$21.46
$22.40
$19.88
$18.57
$15.14
$11.94
$14.13
    End of period
$19.88
$21.42
$17.70
$12.88
$21.46
$22.40
$19.88
$18.57
$15.14
$11.94
  Accumulation units outstanding at the end of period
35,979
36,704
48,267
60,524
80,380
95,509
109,839
121,156
144,409
182,135
                     
JNL/M&G Global Basics Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.68
$12.13
$8.39
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.73
$14.68
$12.13
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,344
360
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/M&G Global Leaders Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.55
$11.26
$8.32
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.92
$12.55
$11.26
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
22
22
22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Mellon Capital Management (MCM) 10 x 10 Division
                 
  Accumulation unit value:
                   
    Beginning of period
$8.63
$7.54
$6.15
$9.81
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.32
$8.63
$7.54
$6.15
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
34,181
35,340
37,706
74,429
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.59
$9.59
$6.37
$10.01
$10.47
N/A
N/A
N/A
N/A
N/A
    End of period
$12.41
$11.59
$9.59
$6.37
$10.01
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,055
3,920
3,445
3,719
365
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Bond Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.13
$11.65
$11.20
$10.98
$10.49
$10.29
$10.27
N/A
N/A
N/A
    End of period
$12.79
$12.13
$11.65
$11.20
$10.98
$10.49
$10.29
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
12,995
11,553
18,451
13,647
32,194
23,639
51,204
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Communications Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.62
$11.30
$9.15
$15.41
$15.02
$11.22
$11.28
N/A
N/A
N/A
    End of period
$12.97
$13.62
$11.30
$9.15
$15.41
$15.02
$11.22
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
558
558
2,486
4,232
4,248
2,014
454
N/A
N/A
N/A
                     
JNL/MCM Consumer Brands Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.67
$9.66
$7.38
$10.94
$12.06
$10.80
$11.25
$10.39
N/A
N/A
    End of period
$12.23
$11.67
$9.66
$7.38
$10.94
$12.06
$10.80
$11.25
N/A
N/A
  Accumulation units outstanding at the end of period
1,252
1,725
990
796
15
24
597
3,361
N/A
N/A
                     
JNL/MCM Dow Dividend Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.12
$5.55
$4.70
$9.43
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.37
$6.12
$5.55
$4.70
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
21,703
3,719
10,906
4,515
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Emerging Markets Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM European 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.98
$11.92
$8.59
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.91
$11.98
$11.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
324
369
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Financial Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.68
$5.98
$5.13
$10.56
$13.00
$11.13
$10.66
N/A
N/A
N/A
    End of period
$5.72
$6.68
$5.98
$5.13
$10.56
$13.00
$11.13
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,653
7,594
9,886
9,590
5,737
3,400
3,269
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Global Alpha Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.26
$9.84
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.38
$10.26
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Healthcare Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.26
$11.02
$9.26
$12.26
$11.59
$11.09
$10.48
$10.29
N/A
N/A
    End of period
$12.28
$11.26
$11.02
$9.26
$12.26
$11.59
$11.09
$10.48
N/A
N/A
  Accumulation units outstanding at the end of period
6,469
5,767
6,859
6,843
9,191
8,333
8,864
2,646
N/A
N/A
                     
JNL/MCM Index 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.57
$8.40
$6.82
$9.89
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.21
$9.57
$8.40
$6.82
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
17,731
17,752
24,099
22,972
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM International Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.11
$12.48
$9.82
$17.48
$16.10
$13.04
$11.70
N/A
N/A
N/A
    End of period
$11.32
$13.11
$12.48
$9.82
$17.48
$16.10
$13.04
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,819
10,007
8,943
15,500
23,884
13,612
10,429
N/A
N/A
N/A
                     
JNL/MCM JNL 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.04
$8.72
$7.14
$12.63
$12.66
$10.83
N/A
N/A
N/A
N/A
    End of period
$9.67
$10.04
$8.72
$7.14
$12.63
$12.66
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
94,804
111,913
149,301
188,667
260,947
338,656
N/A
N/A
N/A
N/A
                     
JNL/MCM JNL Optimized 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.62
$8.60
$6.35
$11.97
$10.72
N/A
N/A
N/A
N/A
N/A
    End of period
$8.53
$9.62
$8.60
$6.35
$11.97
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,332
6,479
8,548
6,791
2,932
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Nasdaq 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.03
$7.83
$5.94
$10.32
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.05
$9.03
$7.83
$5.94
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,003
-
6,148
1,078
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM NYSE International 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.27
$8.22
$6.14
$11.55
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.19
$8.27
$8.22
$6.14
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
219
-
7,932
1,076
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Oil & Gas Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$24.83
$21.19
$17.94
$29.36
$22.06
$18.57
$13.80
$10.52
N/A
N/A
    End of period
$25.22
$24.83
$21.19
$17.94
$29.36
$22.06
$18.57
$13.80
N/A
N/A
  Accumulation units outstanding at the end of period
11,369
20,585
19,378
23,549
22,539
19,893
13,412
7,423
N/A
N/A
                     
JNL/MCM Pacific Rim 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.97
$11.68
$9.56
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.52
$12.97
$11.68
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
330
376
3,952
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 24 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.71
$7.60
$6.50
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.99
$8.71
$7.60
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
2,359
6,270
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 400 MidCap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.62
$11.81
$8.70
$14.17
$13.41
$12.43
$11.28
N/A
N/A
N/A
    End of period
$14.08
$14.62
$11.81
$8.70
$14.17
$13.41
$12.43
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,717
4,519
6,239
7,013
17,141
17,192
12,553
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM S&P 500 Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.19
$9.94
$8.02
$13.08
$12.68
$11.20
$10.91
N/A
N/A
N/A
    End of period
$11.17
$11.19
$9.94
$8.02
$13.08
$12.68
$11.20
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
109,307
117,023
115,336
15,325
30,753
21,965
19,267
N/A
N/A
N/A
                     
JNL/MCM S&P SMid 60 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.44
$9.63
$6.06
$8.83
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.39
$11.44
$9.63
$6.06
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,843
4,882
8,906
1,118
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Select Small-Cap Division
                   
  Accumulation unit value:
                   
    Beginning of period
$5.99
$5.29
$5.12
$8.69
$9.86
N/A
N/A
N/A
N/A
N/A
    End of period
$5.97
$5.99
$5.29
$5.12
$8.69
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
17,558
1,679
7,553
5,228
2,779
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Small Cap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.11
$10.55
$8.42
$13.16
$13.66
$11.82
$11.53
N/A
N/A
N/A
    End of period
$12.34
$13.11
$10.55
$8.42
$13.16
$13.66
$11.82
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
41,072
48,768
59,795
5,785
10,744
11,284
8,054
N/A
N/A
N/A
                     
JNL/MCM Technology Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.73
$11.54
$7.16
$12.87
$11.42
$10.62
N/A
N/A
N/A
N/A
    End of period
$12.48
$12.73
$11.54
$7.16
$12.87
$11.42
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,024
2,426
8,090
3,969
11,178
7,569
N/A
N/A
N/A
N/A
                     
JNL/MCM Value Line 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.99
$5.80
$5.14
$9.94
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$5.29
$6.99
$5.80
$5.14
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,170
2,255
10,171
2,653
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM VIP Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.26
$9.05
$7.42
$13.18
$12.10
$10.97
N/A
N/A
N/A
N/A
    End of period
$9.72
$10.26
$9.05
$7.42
$13.18
$12.10
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
265
265
1,316
3,291
34,853
81,778
N/A
N/A
N/A
N/A
                     
JNL/Oppenheimer Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.66
$12.04
$8.78
$15.09
$14.43
$12.54
$11.21
$9.66
$6.99
$9.15
    End of period
$12.33
$13.66
$12.04
$8.78
$15.09
$14.43
$12.54
$11.21
$9.66
$6.99
  Accumulation units outstanding at the end of period
22,870
26,870
42,461
47,045
57,975
70,084
83,669
79,490
62,279
96,900
                     
JNL/PAM Asia ex-Japan Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.87
$9.25
$5.55
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.42
$10.87
$9.25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,257
7,938
9,042
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PAM China-India Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.19
$9.73
$5.43
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.94
$11.19
$9.73
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,980
2,532
5,684
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Real Return Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.63
$11.92
$10.34
$10.92
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.88
$12.63
$11.92
$10.34
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
23,945
27,429
22,332
30,742
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Total Return Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.39
$16.44
$14.47
$14.66
$13.77
$13.52
$13.44
$13.08
$12.69
$11.85
    End of period
$17.93
$17.39
$16.44
$14.47
$14.66
$13.77
$13.52
$13.44
$13.08
$12.69
  Accumulation units outstanding at the end of period
107,310
126,348
115,219
135,440
157,121
167,097
191,221
230,163
271,187
334,558
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/PPM America Floating Rate Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America High Yield Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.96
$14.03
$9.75
$14.31
$14.72
$13.54
$13.53
$12.71
$10.27
$9.87
    End of period
$16.43
$15.96
$14.03
$9.75
$14.31
$14.72
$13.54
$13.53
$12.71
$10.27
  Accumulation units outstanding at the end of period
30,457
38,488
42,249
43,909
57,817
76,937
105,109
133,224
161,067
134,914
                     
JNL/PPM America Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.40
$8.16
$5.63
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.47
$10.40
$8.16
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
896
4,266
846
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.33
$8.22
$6.24
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.34
$10.33
$8.22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,070
3,772
764
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Value Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.85
$8.53
$6.00
$11.55
$12.44
$11.19
$10.84
N/A
N/A
N/A
    End of period
$9.18
$9.85
$8.53
$6.00
$11.55
$12.44
$11.19
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,361
3,678
4,332
4,774
6,499
2,448
4,611
N/A
N/A
N/A
                     
JNL/Red Rocks Listed Private Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.16
$8.17
$5.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.19
$10.16
$8.17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,433
4,269
5,088
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P 4 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.42
$9.31
$6.67
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.85
$10.42
$9.31
$6.67
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,556
3,827
2,412
1,780
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Competitive Advantage Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.82
$9.77
$6.88
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.76
$10.82
$9.77
$6.88
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
11,043
5,508
6,303
1,494
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Dividend Income & Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.05
$8.64
$7.11
$9.76
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.11
$10.05
$8.64
$7.11
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
12,238
5,963
8,258
8,998
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Intrinsic Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.87
$9.66
$6.25
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.39
$10.87
$9.66
$6.25
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,167
4,141
4,396
1,416
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Aggressive Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.83
$11.14
$8.64
$14.44
$13.45
$11.83
$11.09
N/A
N/A
N/A
    End of period
$12.01
$12.83
$11.14
$8.64
$14.44
$13.45
$11.83
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
63,015
75,031
93,099
110,506
139,572
163,500
221,509
N/A
N/A
N/A
                     
JNL/S&P Managed Conservative Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.60
$10.85
$9.71
$11.45
$10.95
$10.32
N/A
N/A
N/A
N/A
    End of period
$11.77
$11.60
$10.85
$9.71
$11.45
$10.95
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,079
3,145
1,813
2,423
1,243
3,785
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P Managed Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.75
$11.17
$8.86
$13.94
$13.04
$11.61
$10.99
N/A
N/A
N/A
    End of period
$12.15
$12.75
$11.17
$8.86
$13.94
$13.04
$11.61
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
199,898
220,348
253,850
312,382
435,154
564,312
670,711
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.08
$11.03
$9.46
$12.21
$11.52
$10.61
N/A
N/A
N/A
N/A
    End of period
$11.98
$12.08
$11.03
$9.46
$12.21
$11.52
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
29,111
30,787
72,992
100,666
4,873
3,633
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.92
$11.60
$9.56
$13.40
$12.54
$11.36
$10.86
N/A
N/A
N/A
    End of period
$12.55
$12.92
$11.60
$9.56
$13.40
$12.54
$11.36
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
149,507
156,799
181,019
226,936
273,137
342,319
435,300
N/A
N/A
N/A
                     
JNL/S&P Total Yield Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.69
$8.95
$6.37
$10.06
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.02
$9.69
$8.95
$6.37
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,289
7,806
1,453
1,400
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Established Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.60
$10.97
$7.77
$13.82
$12.76
$11.41
$10.93
N/A
N/A
N/A
    End of period
$12.24
$12.60
$10.97
$7.77
$13.82
$12.76
$11.41
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
80,111
91,756
101,030
121,006
158,509
174,922
183,485
N/A
N/A
N/A
                     
JNL/T.Rowe Price Mid-Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.67
$14.05
$9.73
$16.66
$14.45
$13.75
$12.25
$10.55
$7.74
$10.08
    End of period
$17.12
$17.67
$14.05
$9.73
$16.66
$14.45
$13.75
$12.25
$10.55
$7.74
  Accumulation units outstanding at the end of period
79,399
90,977
100,016
125,292
159,754
199,057
205,859
255,774
261,758
244,846
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/T.Rowe Price Short-Term Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.42
$10.29
$9.72
$10.51
$10.20
N/A
N/A
N/A
N/A
N/A
    End of period
$10.40
$10.42
$10.29
$9.72
$10.51
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,948
11,748
36,110
7,634
28,288
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.42
$10.89
$8.08
$13.79
$13.91
$11.78
$11.28
N/A
N/A
N/A
    End of period
$11.96
$12.42
$10.89
$8.08
$13.79
$13.91
$11.78
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
26,386
31,148
29,395
50,653
39,414
17,909
12,843
N/A
N/A
N/A
                     
JNL/WMC Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.32
$12.22
$10.38
$13.31
$12.59
$11.26
$10.87
N/A
N/A
N/A
    End of period
$13.53
$13.32
$12.22
$10.38
$13.31
$12.59
$11.26
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
61,215
72,511
92,796
117,977
156,425
191,385
201,052
N/A
N/A
N/A
                     
JNL/WMC Money Market Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.71
$10.89
$11.05
$10.99
$10.67
$10.38
$10.27
$10.36
$10.49
$10.55
    End of period
$10.53
$10.71
$10.89
$11.05
$10.99
$10.67
$10.38
$10.27
$10.36
$10.49
  Accumulation units outstanding at the end of period
37,231
44,034
88,672
136,320
44,410
44,691
67,273
55,047
941,956
167,314
                     
JNL/WMC Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.71
$12.26
$10.06
$15.34
$14.46
$12.16
$11.43
N/A
N/A
N/A
    End of period
$13.21
$13.71
$12.26
$10.06
$15.34
$14.46
$12.16
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,974
8,196
6,820
6,836
8,608
8,379
1,885
N/A
N/A
N/A

 

 
 

 

STATEMENT OF ADDITIONAL INFORMATION


April 30, 2012


INDIVIDUAL AND GROUP FLEXIBLE PREMIUM
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
ISSUED BY THE JACKSON NATIONAL SEPARATE ACCOUNT V
OF JACKSON NATIONAL LIFE INSURANCE COMPANY®



This Statement of Additional Information is not a prospectus.  It contains information in addition to and more detailed than set forth in the Prospectus and should be read in conjunction with the Prospectus dated April 30, 2012 .  The Prospectus may be obtained from Jackson National Life Insurance Company (Jackson®) by writing P.O. Box 30314, Lansing, Michigan 48909-7814, or calling 1-800-873-5654.





TABLE OF CONTENTS

 
Page
General Information and History
2
Services
10
Purchase of Securities Being Offered
11
Underwriters
11
Calculation of Performance
11
Additional Tax Information
13
Annuity Provisions
23
Net Investment Factor
24
Condensed Financial Information
2 5
Financial Statements of the Separate Account
 
Financial Statements of Jackson
 


 
 

 

General Information and History

Jackson National Separate Account V (Separate Account) is a separate investment account of Jackson National Life Insurance Company.  Jackson is a wholly owned subsidiary of Brooke Life Insurance Company and is ultimately a wholly owned subsidiary of Prudential plc, London, England, a publicly traded life insurance company in the United Kingdom.

Trademarks, Service Marks, and Related Disclosures

The “Dow Jones ® ”, “Dow Jones Industrial Average SM ”, “DJIA SM ”, “Dow Jones Select Dividend Index SM ”, “The Dow SM ”, “the Dow 10 SM ”, and the “Dow Jones U.S. Contrarian Opportunities Index SM ” are products of Dow Jones Indexes, the marketing name of and a licensed trademark of CME Group Index Services LLC (“CME”), and have been licensed for use.  “Dow Jones ® ”, “Dow Jones Industrial Average SM ”, “DJIA SM ”, “Dow Jones Select Dividend Index SM ”, “The Dow SM ”, “the Dow 10 SM ”, the “Dow Jones U.S. Contrarian Opportunities Index SM ” and “Dow Jones Indexes” are service marks of Dow Jones Trademark Holdings, LLC (“Dow Jones”) and have been licensed to CME and have been sub-licensed for use for certain purposes by Jackson National Life Insurance Company ® (“Jackson”).  The JNL/Mellon Capital Management JNL 5 Fund, the JNL/Mellon Capital Management VIP Fund, the JNL/Mellon Capital Management Dow SM Dividend Fund, the JNL/Mellon Capital Management JNL Optimized 5 Fund, the JNL/Mellon Capital Management Communications Sector Fund, the JNL/Mellon Capital Management Consumer Brands Sector Fund, the JNL/Mellon Capital Management Financial Sector Fund, the JNL/Mellon Capital Management Healthcare Sector Fund, the JNL/Mellon Capital Management Oil & Gas Sector Fund, the JNL/Mellon Capital Management Technology Sector Fund, and the JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund based on the Dow Jones U.S. Contrarian Opportunities Index SM (“Funds”) are not sponsored, endorsed, sold or promoted by Dow Jones, CME or their respective affiliates.  Dow Jones, CME and their respective affiliates make no representation or warranty, expressed or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly.  The only relationship of Dow Jones, CME or any of their respective affiliates to the Funds is the licensing of certain trademarks, trade names and service marks of Dow Jones and of the “Dow Jones ® ”, “Dow Jones Industrial Average SM ”, “DJIA SM ”, “Dow Jones Select Dividend Index SM ”, “The Dow SM ”, “the Dow 10 SM ”, and the “Dow Jones U.S. Contrarian Opportunities Index SM which is determined, composed and calculated by CME without regard to Jackson or the Funds.  Dow Jones and CME have no obligation to take the needs of Jackson or the owners of the Funds into consideration in determining, composing or calculating the Funds.  Dow Jones, CME and their respective affiliates are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Funds to be issued or in the determination or calculation of the equation by which the Funds are to be converted into cash.  Dow Jones, CME and their respective affiliates have no obligation or liability in connection with the administration, marketing or trading of the Funds.   Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund currently being issued by Jackson National Life Insurance Company, but which may be similar to and competitive with the JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund.  In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Dow Jones U.S. Contrarian Opportunities Index SM .  It is possible that this trading activity will affect the value of the Dow Jones U.S. Contrarian Opportunities Index SM and JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund.
 
Dow Jones, CME and their respective affiliates do not:
Sponsor, endorse, sell or promote the Funds.
Recommend that any person invest in the Funds.
Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Funds.
Have any responsibility or liability for the administration, management or marketing of the Funds.
Consider the needs of the Funds in determining, composing or calculating the DJIA or have any obligation to do so.

Dow Jones, CME and their respective affiliates will not have any liability in connection with the Funds. Specifically,
Dow Jones, CME and their respective affiliates do not make any warranty, express or implied, and Dow Jones, CME and their respective affiliates disclaim any warranty about:
 
The results to be obtained by the Funds or any other person in connection with the use of the DJIA and the data included in the DJIA;
 
The accuracy or completeness of the DJIA and its data;
 
The merchantability and the fitness for a particular purpose or use of the DJIA and its data;
Dow Jones, CME and/or their respective affiliates will have no liability for any errors, omissions or interruptions in the DJIA or its data;
Under no circumstances will Dow Jones, CME and/or their respective affiliates be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if they know that they might occur.
The licensing agreement relating to the use of the indexes and trademarks referred to above by Jackson National Life Insurance Company ® and Dow Jones is solely for the benefit of the Funds and not for any other third parties.
DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE “DOW JONES ® ”, “DOW JONES INDUSTRIAL AVERAGE SM ”, “DJIA SM ”, “DOW JONES SELECT DIVIDEND INDEX SM ”, “THE DOW SM ” “THE DOW 10 SM ”, “DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX SM ” and “DOW JONES INDEXES” OR ANY DATA INCLUDED THEREIN AND DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY JACKSON, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE “DOW JONES ® ”, “DOW JONES INDUSTRIAL AVERAGE SM ”, “DJIA SM ”, “DOW JONES SELECT DIVIDEND INDEX SM ”, “THE DOW SM ” “THE DOW 10 SM ”, “DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX SM ” and “DOW JONES INDEXES” OR ANY DATA INCLUDED THEREIN.  DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE “DOW JONES ® ”, “DOW JONES INDUSTRIAL AVERAGE SM ”, “DJIA SM ”, “DOW JONES SELECT DIVIDEND INDEX SM ”, “THE DOW SM ” and “THE DOW 10 SM ”, “DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX SM ” and “DOW JONES INDEXES” OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, CME OR THEIR RESPECTIVE AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.  THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN CME AND JACKSON, OTHER THAN THE LICENSORS OF CME.
 

Goldman Sachs is a registered service mark of Goldman, Sachs & Co.

The Product(s) is not sponsored, endorsed, sold or promoted by The Nasdaq Stock Market, Inc. (including its affiliates) (Nasdaq, with its affiliates, are referred to as the Corporations).  The Corporations have not passed on the legality or suitability of or the accuracy or adequacy of descriptions and disclosures relating to the Product(s).  The Corporations make no representation or warranty, express or implied to the Owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly, or the ability of the Nasdaq-100 Index® to track general stock market performance.  The Corporations’ only relationship to Jackson (Licensee) is in the licensing of the Nasdaq-100®, Nasdaq-100 Index® and Nasdaq® trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed and calculated by Nasdaq without regard to Licensee or the Product(s).  Nasdaq has no obligation to take the needs of the Licensee or the Owners of the Product(s) into consideration in determining, composing or calculating the Nasdaq-100 Index®.  The Corporations are not responsible for and have not participated in the determination of the timing of, prices at or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash.  The Corporations have no liability in connection with the administration, marketing or trading of the Product(s).
 
The Corporations do not guarantee the accuracy and/or uninterrupted calculation of the Nasdaq-100 index® or any data included therein.  The Corporations make no warranty, express or implied, as to results to be obtained by Licensee, Owners of the product(s) or any other person or entity from the use of the Nasdaq-100 Index® or any data included therein.  The Corporations make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Nasdaq-100 Index® or any data included therein.  Without limiting any of the foregoing, in no event shall the Corporations have any liability for any lost profits or special, incidental, punitive, indirect or consequential damages, even if notified of the possibility of such damages.
 
“The Nasdaq-100®,” “Nasdaq-100 Index®,” “Nasdaq Stock Market®” and “Nasdaq®” are trade or service marks of The Nasdaq, Inc. (which with its affiliates are the “Corporations”) and have been licensed for use by Jackson.  The Corporations have not passed on the legality or suitability of the JNL/Mellon Capital Management Nasdaq®25 Fund, the JNL/Mellon Capital Management JNL Optimized 5 Fund, or the JNL/Mellon Capital Management VIP Fund.  The JNL/Mellon Capital Management Nasdaq® 25 Fund, the JNL/Mellon Capital Management VIP Fund and the JNL/Mellon Capital Management JNL Optimized 5 Fund are not issued, endorsed, sponsored, managed, sold or promoted by the Corporations.  THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE JNL/MELLON CAPITAL MANAGEMENT NASDAQ® 25 FUND, THE JNL/MELLON CAPITAL MANAGEMENT VIP FUND AND THE JNL/MELLON CAPITAL MANAGEMENT JNL OPTIMIZED 5 FUND.

“NYSE®” is a registered mark of, and “NYSE International 100 IndexSM” is a service mark of, the New York Stock Exchange, Inc. (“NYSE”) and have been licensed for use for certain purposes by Jackson National Asset Management, LLC.  The JNL/Mellon Capital Management NYSE® International 25 Fund is not sponsored, endorsed, sold or promoted by NYSE, and NYSE makes no representation regarding the advisability of investing in the JNL/Mellon Capital Management NYSE® International 25 Fund.
 
“NYSE International 100 IndexSM” is a service mark of NYSE Group, Inc.  NYSE Group, Inc. has no relationship to Jackson National Asset Management, LLC, other than the licensing of the “NYSE International 100 IndexSM” (the “Index”) and its service marks for use in connection with the JNL/Mellon Capital Management NYSE® International 25 Fund.
 
NYSE Group, Inc. does not:
· Sponsor, endorse, sell or promote the JNL/Mellon Capital Management NYSE® International 25 Fund.
· Recommend that any person invest in the JNL/Mellon Capital Management NYSE® International 25 Fund or any other securities.
· Have any responsibility or liability for or make any decisions about the timing, amount or pricing of JNL/Mellon Capital Management NYSE® International 25 Fund.
· Have any responsibility or liability for the administration, management or marketing of the JNL/Mellon Capital Management NYSE® International 25 Fund.
· Consider the needs of the JNL/Mellon Capital Management NYSE® International 25 Fund or the owners of the JNL/Mellon Capital Management NYSE® International 25 Fund in determining, composing or calculating the NYSE International 100 IndexSM or have any obligation to do so.

NYSE Group, Inc. and its affiliates will not have any liability in connection with the JNL/Mellon Capital Management NYSE® International 25 Fund.  Specifically,
 
· NYSE Group, Inc. and its affiliates make no warranty, express or implied, and NYSE Group, Inc. and its affiliates disclaim any warranty about:
· The results to be obtained by the JNL/Mellon Capital Management NYSE® International 25 Fund, the owner of the JNL/Mellon Capital Management NYSE® International 25 Fund or any other person in connection with the use of the Index and the data included in the NYSE International 100 IndexSM;
· The accuracy or completeness of the Index and its data;
· The merchantability and the fitness for a particular purpose or use of the Index and its data;
· NYSE Group, Inc. will have no liability for any errors, omissions or interruptions in the Index or its data;
· Under no circumstances will NYSE Group, Inc. or any of its affiliates be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if NYSE Group, Inc. knows that they might occur.
 
The licensing agreement between Jackson National Asset Management, LLC and NYSE Group, Inc. is solely for their benefit and not for the benefit of the owners of the JNL/Mellon Capital Management NYSE® International 25 Fund or any other third parties.

Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes.  Russell is a trademark of Russell Investment Group.
 
JNL/Mellon Capital Management Small Cap Index Fund is not promoted, sponsored or endorsed by, nor in any way affiliated with Russell Investment Group ("Russell").  Russell is not responsible for and has not reviewed JNL/Mellon Capital Management Small Cap Index Fund nor any associated literature or publications and Russell makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.
 
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes.  Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
 
Russell's publication of the Russell Indexes in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based.  RUSSELL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE RUSSELL INDEXES.  RUSSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES.  RUSSELL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL INDEX(ES) OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.
 

Standard & Poor’s Investment Advisory Services LLC (“SPIAS”) is a registered investment adviser and a wholly-owned subsidiary of The McGraw-Hill Companies, Inc. SPIAS does not provide advice to underlying clients of the firms to which it provides services.  SPIAS does not act as a “fiduciary” or as an “investment manager”, as defined under ERISA, to any investor.  SPIAS is not responsible for client suitability. Past performance of the Funds is no indication of future results. Since performance fluctuates over time, the fact that the Funds may have outperformed the benchmarks over one period of time does not mean that they outperformed the benchmarks over other periods or will outperform the benchmarks in the future.  SPIAS does not take into account any information about any investor or any investor’s assets when creating, providing or maintaining any asset allocation portfolio.  SPIAS does not have any discretionary authority or control with respect to purchasing or selling securities or making other investments.
 
The JNL/Mellon Capital Management S&P Divisions and JNL/S&P Divisions, and any other investment fund or other vehicle that is offered by third parties that uses an S&P Indices index as a benchmark or measure of performance, bears the S&P or “Standard & Poor’s” mark and/or seeks to provide an investment return based on any S&P Indices index are not sponsored, endorsed, sold or promoted by Standard & Poor's Financial Services LLC (“S&P”) and its affiliates. S&P is not an investment adviser and S&P and its affiliates make no representation or warranty, express or implied, to the owners of the Divisions or any member of the public regarding the advisability of investing in securities generally or in the Divisions particularly or the ability of the S&P 500® Index, the S&P MIDCAP 400 Index®, the S&P SmallCap 600 Index®, or any other S&P Indices index to track general stock market performance.  S&P's only relationship to the Separate Account (Licensee) is the licensing of certain registered trademarks and trade names of S&P, the S&P 500 Index, the S&P MIDCAP 400 Index, and the S&P SmallCap 600 Index, which are determined, composed and calculated by S&P Indices without regard to the Licensee or the Divisions.  S&P Indices has no obligation to take the needs of the Licensee or the owners of the Divisions into consideration in determining, composing or calculating the S&P 500 Index, the S&P 400 Index, the S&P SmallCap 600 Index, or any other S&P Indices index .   SPIAS is not responsible for and has not participated in the determination of the prices and amount of the Divisions or the timing of the issuance or sale of the Divisions or in the determination or calculation of the equation by which the Divisions are to be converted into cash.   SPIAS has no obligation or liability in connection with the administration, marketing or trading of the Divisions.
 
S&P INDICES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX, THE S&P MIDCAP 400 INDEX OR ANY OTHER S&P INDICES INDEX OR ANY DATA INCLUDED THEREIN AND S&P INDICES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P INDICES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX, THE S&P MIDCAP 400 INDEX OR ANY OTHER S&P INDICES INDEX OR ANY DATA INCLUDED THEREIN. S&P INDICES 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, THE S&P MIDCAP 400 INDEX OR ANY OTHER S&P INDICES INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P INDICES HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF OTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
 
Standard & Poor’s  Financial Services LLC, SPIAS, and their affiliates (collectively S&P), and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively with S&P,  S&P Parties) do not guarantee the accuracy, completeness, adequacy or timeliness of any information, including ratings, and are not responsible for errors and omissions, or for the results obtained from the use of such information, and S&P Parties shall have no liability for any errors, omission, or interruptions therein (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such information. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the information contained in this document even if advised of the possibility of such damages.
 
S&P’s credit ratings are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or to make any investment decisions.  S&P credit ratings should not be relied on when making any investment or other business decision.  S&P’s opinions and analyses do not address the suitability of any security.  S&P does not act as a fiduciary or an investment advisor, except where registered as such. While S&P has obtained information from sources they believe to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.
 
To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof.
 
S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.
 
S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publications and third party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees.

Jackson has entered into a License Agreement with Value Line®.  Value Line Publishing, Inc.'s ("VLPI") only relationship to Jackson is VLPI's licensing to Jackson of certain VLPI trademarks and trade names and the Value Line Timeliness Ranking System (the "System"), which is composed by VLPI without regard to Jackson, this Product or any investor.  VLPI has no obligation to take the needs of Jackson or any investor in the Product into consideration in composing the System.  The Product results may differ from the hypothetical or published results of the Value Line Timeliness Ranking System.  VLPI is not responsible for and has not participated in the determination of the prices and composition of the Product or the timing of the issuance for sale of the Product or in the calculation of the equations by which the Product is to be converted into cash.
 
VLPI MAKES NO WARRANTY CONCERNING THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND VLPI MAKES NO WARRANTY AS TO THE POTENTIAL PROFITS OR ANY OTHER BENEFITS THAT MAY BE ACHIEVED BY USING THE SYSTEM OR ANY INFORMATION OR MATERIALS GENERATED THEREFROM.  VLPI DOES NOT WARRANT THAT THE SYSTEM WILL MEET ANY REQUIREMENTS OR THAT IT WILL BE ACCURATE OR ERROR-FREE.  VLPI ALSO DOES NOT GUARANTEE ANY USES, INFORMATION, DATA OR OTHER RESULTS GENERATED FROM THE SYSTEM.  VLPI HAS NO OBLIGATION OR LIABILITY (I) IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE PRODUCT; OR (II) FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY ANY INVESTOR OR OTHER PERSON OR ENTITY IN CONNECTION WITH THIS PRODUCT, AND IN NO EVENT SHALL VLPI BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES IN CONNECTION WITH THE PRODUCT.
 

THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND AND THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”).  THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI.  MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY JACKSON NATIONAL ASSET MANAGEMENT, LLC.  NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE.  MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY.  NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES.  NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND IS REDEEMABLE.  FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND .
 
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN.  NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND , OWNERS OF THE JNL/MELLON CAPITAL MANAGEMENT INTERNATIONAL INDEX FUND OR THE JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX FUND , OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN.  NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Services

Jackson keeps the assets of the Separate Account.  Jackson holds all cash of the Separate Account and attends to the collection of proceeds of shares of the underlying Funds bought and sold by the Separate Account.

The financial statements of Jackson National Separate Account V and Jackson National Life Insurance Company for the periods indicated have been included herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.  KPMG LLP is located at 303 East Wacker Drive, Chicago, Illinois 60601.

Purchase of Securities Being Offered

The Contracts will be sold by licensed insurance agents in states where the Contracts may be lawfully sold.  The agents will be registered representatives of broker-dealers that are registered under the Securities Exchange Act of 1934 and members of the Financial Industry Regulatory Authority (FINRA).

Underwriters

The Contracts are offered continuously and are distributed by Jackson National Life Distributors LLC (JNLD), 7601 Technology Way, Denver, Colorado 80237.  JNLD is a subsidiary of Jackson.

The aggregate amount of underwriting commissions paid to broker/dealers was $508,524 in 2009 , $762,789 in 2010 and $912,695 in 2011 .  JNLD did not retain any portion of the commissions.

Calculation of Performance

When Jackson advertises performance for an Investment Division (except the JNL/WMC Money Market Division), we will include quotations of standardized average annual total return to facilitate comparison with standardized average annual total return advertised by other variable annuity separate accounts.  Standardized average annual total return for an Investment Division will be shown for periods beginning on the date the Investment Division first invested in the corresponding Fund.  We will calculate standardized average annual total return according to the standard methods prescribed by rules of the Securities and Exchange Commission.

Standardized average annual total return for a specific period is calculated by taking a hypothetical $1,000 investment in an Investment Division at the offering on the first day of the period ("initial investment"), and computing the ending redeemable value ("redeemable value") of that investment at the end of the period.  The redeemable value is then divided by the initial investment and expressed as a percentage, carried to at least the nearest hundredth of a percent.  Standardized average annual total return is annualized and reflects the deduction of the insurance charges and the Contract maintenance charge.  The redeemable value also reflects the effect of any applicable withdrawal charge that may be imposed at the end of the period.  No deduction is made for premium taxes which may be assessed by certain states.

Jackson may also advertise non-standardized total return on an annualized and cumulative basis. 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. Because the Contract is designed for long term investment, non-standardized total return that does not reflect the deduction of any applicable withdrawal charge may be advertised.  Reflecting the deduction of the withdrawal charge decreases the level of performance advertised.  Non-standardized total return may also assume a larger initial investment which more closely approximates the size of a typical Contract.

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.  Both standardized average annual total return quotations and non-standardized total return quotations 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 Investment Division has been in existence, if it has not been in existence for one of the prescribed periods.  If the corresponding Fund has been in existence for longer than the Investment Division, the non-standardized total return quotations will show the investment performance the Investment Division would have achieved (reduced by the applicable charges) had it been invested in the Fund for the period quoted.

Quotations of standardized average annual total return and non-standardized total return are based upon historical earnings and will fluctuate.  Any quotation of performance should not be considered a guarantee of future performance.  Factors affecting the performance of an Investment Division and its corresponding Fund include general market conditions, operating expenses and investment management. An owner's withdrawal value upon surrender of a Contract may be more or less than its original cost.

Jackson may advertise the current annualized yield for a 30-day period for an Investment Division.  The annualized yield of an Investment Division refers to the income generated by the Investment Division over a specified 30-day period.  Because this yield is annualized, the yield generated by an Investment Division during the 30-day period is assumed to be generated each 30-day period.  The yield is computed by dividing the net investment income per accumulation unit earned during the period by the price per unit on the last day of the period, according to the following formula:
 


Where:

a
=
net investment income earned during the period by the Fund attributable to shares owned by the Investment Division.
b
=
expenses for the Investment Division accrued for the period (net of reimbursements).
c
=
the average daily number of accumulation units outstanding during the period.
d
=
the maximum offering price per accumulation unit on the last day of the period.

The maximum withdrawal charge is 8.5%.

Net investment income will be determined in accordance with rules established by the Securities and Exchange Commission.  Accrued expenses will include all recurring fees that are charged to all Contracts.

Because of the charges and deductions imposed by the Separate Account, the yield for an Investment Division will be lower than the yield for the corresponding Fund.  The yield on amounts held in the Investment Division normally will fluctuate over time.  Therefore, the disclosed yield for any given period is not an indication or representation of future yields or rates of return.  An Investment Division's actual yield will be affected by the types and quality of portfolio securities held by the Fund and the Fund operating expenses.

Any current yield quotations of the JNL/WMC Money Market Division will consist of a seven calendar day historical yield, carried at least to the nearest hundredth of a percent.  We may advertise yield for the Division based on different time periods, but we will accompany it with a yield quotation based on a seven calendar day period.  The JNL/WMC Money Market Division's yield will be calculated by determining the net change, exclusive of capital changes, in the value of a hypothetical pre-existing account having a balance of one accumulation unit at the beginning of the base period, subtracting a hypothetical charge reflecting deductions from Contracts, and dividing the net change in account value by the value of the account at the beginning of the period to obtain a base period return and multiplying the base period return by (365/7).  The JNL/WMC Money Market Division's effective yield is computed similarly but includes the effect of assumed compounding on an annualized basis of the current yield quotations of the Division.

The JNL/WMC Money Market Division's yield and effective yield will fluctuate daily.  Actual yields will depend on factors such as the type of instruments in the Fund's portfolio, portfolio quality and average maturity, changes in interest rates, and the Fund's expenses. Although the Investment Division determines its yield on the basis of a seven calendar day period, it may use a different time period on occasion.  The yield quotes may reflect the expense limitations described in the Fund's Prospectus or Statement of Additional Information.  There is no assurance that the yields quoted on any given occasion will be maintained for any period of time and there is no guarantee that the net asset values will remain constant.  It should be noted that neither a Contract owner's investment in the JNL/WMC Money Market Division nor that Division's investment in the JNL/WMC Money Market Fund is guaranteed or insured.  Yields of other money market funds may not be comparable if a different base or another method of calculation is used.

Additional Tax Information

NOTE: INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE ADVICE OF A PERSONAL TAX ADVISER.  JACKSON DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.  PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT OTHER SPECIAL RULES MAY BE APPLICABLE IN CERTAIN SITUATIONS.  MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS OR TO COMPARE THE TAX TREATMENT OF THE CONTRACTS TO THE TAX TREATMENT OF ANY OTHER INVESTMENT.

Jackson's Tax Status

Jackson is taxed as a life insurance company under the Internal Revenue Code of 1986, as amended (the "Code").  For federal income tax purposes, the Separate Account is not a separate entity from Jackson and its operations form a part of Jackson.

Taxation of Annuity Contracts in General

Section 72 of the Code governs the taxation of annuities in general.  An individual owner is not taxed on increases in the value of a Contract until distribution occurs, either in the form of a withdrawal or as annuity payments under the annuity option elected.  For a withdrawal received as a total surrender (total redemption or a death benefit), the recipient is taxed on the portion of the payment that exceeds the cost basis of the Contract.  For a payment received as a partial withdrawal from a non-qualified Contract, federal tax liability is generally determined on a last-in, first-out basis, meaning taxable income is withdrawn before the cost basis of the Contract is withdrawn. In the case of a partial withdrawal under a tax-qualified Contract, a ratable portion of the amount received is taxable. For Contracts issued in connection with non-qualified plans, the cost basis is generally the premiums, while for Contracts issued in connection with tax-qualified plans there may be no cost basis.  The taxable portion of a withdrawal is taxed at ordinary income tax rates.  Tax penalties may also apply.

For annuity payments, a portion of each payment in excess of an exclusion amount is includable in taxable income.  All annuity payments in excess of the exclusion amount are fully taxable at ordinary income rates.

The exclusion amount for payments based on a fixed annuity option is determined by multiplying the payment by the ratio that the cost basis of the Contract (adjusted for any period certain or refund feature) bears to the expected return under the Contract.  The exclusion amount for payments based on a variable annuity option is determined by dividing the cost basis of the Contract (adjusted for any period certain or refund guarantee) by the fixed or estimated number of years for which annuity payments are to be made.  No exclusion is allowed with respect to any payments received after the investment in the Contract has been recovered (i.e., when the total of the excludable amounts equals the investment in the Contract).  For certain types of tax-qualified plans there may be no cost basis in the Contract within the meaning of Section 72 of the Code.

Owners, annuitants and beneficiaries under the Contracts should seek competent financial advice about the tax consequences of distributions.

Medicare Tax on Net Investment Income

Beginning in 2013, the taxable portion of distributions from a non-qualified annuity Contract will be considered investment income for purposes of the new Medicare tax on investment income.  As a result, a 3.8% tax will generally apply to some or all of the taxable portion of distributions to individuals whose modified adjusted gross income exceeds certain threshold amounts.  For 2013, these levels are $200,000 in the case of single taxpayers, $250,000 in the case of married taxpayers filing joint returns, and $125,000 in the case of married taxpayers filing separately.  Owners should consult their own tax advisers for more information.

Withholding Tax on Distributions

The Code generally requires Jackson (or, in some cases, a plan administrator) to withhold tax on the taxable portion of any distribution or withdrawal from a Contract. For "eligible rollover distributions" from Contracts issued under certain types of tax-qualified plans, 20% of the distribution must be withheld, unless the payee elects to have the distribution "rolled over" to another eligible plan in a direct transfer.  This requirement is mandatory and cannot be waived by the owner.

An "eligible rollover distribution" is the taxable portion of any amount received by a covered employee from a plan qualified under Section 401(a) or 403(a) of the Code, from a tax sheltered annuity qualified under Section 403(b) of the Code or an eligible deferred compensation plan of a state or local government under Section 457(b) of the Code (other than (1) a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the employee, or joint lives (or joint life expectancies) of the employee, and his or her designated beneficiary, or for a specified period of ten years or more; (2) minimum distributions required to be made under the Code; and (3) hardship withdrawals).  Failure to "roll over" the entire amount of an eligible rollover distribution (including the amount equal to the 20% portion of the distribution that was withheld) could have adverse tax consequences, including the imposition of a penalty tax on premature withdrawals, described later in this section.

Withdrawals or distributions from a Contract other than eligible rollover distributions are also subject to withholding on the taxable portion of the distribution, but the owner may elect in such cases to waive the withholding requirement.  If not waived, withholding is imposed (1) for periodic payments, at the rate that would be imposed if the payments were wages, or (2) for other distributions, at the rate of 10%.  If no withholding exemption certificate is in effect for the payee, the rate under (1) above is computed by treating the payee as a married individual claiming three withholding exemptions.

Generally, the amount of any payment of interest to a non-resident alien of the United States shall be subject to withholding of a tax equal to thirty percent (30%) of such amount or, if applicable, a lower treaty rate.  A payment may not be subject to withholding where the recipient sufficiently establishes that such payment is effectively connected to the recipient's conduct of a trade or business in the United States and such payment is included in the recipient's gross income.

Diversification -- Separate Account Investments

Section 817(h) of the Code imposes certain asset diversification standards on variable annuity Contracts. The Code provides that a variable annuity Contract will not be treated as an annuity Contract for any period (and any subsequent period) for which the investments held in any segregated asset account underlying the Contract are not adequately diversified, in accordance with regulations prescribed by the United States Treasury Department ("Treasury Department").  Disqualification of the Contract as an annuity Contract would result in imposition of federal income tax to the owner with respect to earnings allocable to the Contract prior to the receipt of payments under the Contract.  The Code contains a safe harbor provision which provides that annuity Contracts, such as the Contracts, meet the diversification requirements if, as of the last day of each calendar quarter, or within 30 days after such last day, the underlying assets meet the diversification standards for a regulated investment company, and no more than 55% of the total assets consist of cash, cash items, U.S. government securities and securities of other regulated investment companies.

The Treasury Department has issued Regulations establishing diversification requirements for the mutual funds underlying variable Contracts.  These Regulations amplify the diversification requirements for variable Contracts set forth in the Code and provide an alternative to the safe harbor provision described above.  Under these Regulations, a mutual fund will be deemed adequately diversified if (1) no more than 55% of the value of the total assets of the mutual fund is represented by any one investment; (2) no more than 70% of the value of the total assets of the mutual fund is represented by any two investments; (3) no more than 80% of the value of the total assets of the mutual fund is represented by any three investments; and (4) no more than 90% of the value of the total assets of the mutual fund is represented by any four investments.

Jackson intends that each Fund of the JNL Series Trust will be managed by its respective investment adviser in such a manner as to comply with these diversification requirements.

At the time the Treasury Department issued the diversification Regulations, it did not provide guidance regarding the circumstances under which Contract owner control of the investments of a segregated asset account would cause the Contract owner to be treated as the owner of the assets of the segregated asset account.  Revenue Ruling 2003-91 provides such guidance by describing the circumstances under which the owner of a variable contract will not possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes.

Rev. Rul. 2003-91 considered certain variable annuity and variable life insurance contracts and held that the types of actual and potential control that the contract owners could exercise over the investment assets held by the insurance company under these variable contracts was not sufficient to cause the contract owners to be treated as the owners of those assets and thus to be subject to current income tax on the income and gains produced by those assets.  Under the contracts in Rev. Rul. 2003-91 there was no arrangement, plan, contract or agreement between the contract owner and the insurance company regarding the availability of a particular investment option and other than the contract owner's right to allocate premiums and transfer funds among the available sub-accounts, all investment decisions concerning the sub-accounts were made by the insurance company or an advisor in its sole and absolute discretion.  Twelve investment options were available under the contracts in Rev. Rul. 2003-91 although the insurance company had the right to increase (but to no more than 20) or decrease the number of sub-accounts at any time.  The contract owner was permitted to transfer amounts among the various investment options without limitation, subject to incurring fees for more than one transfer per 30-day period.

Like the contracts described in Rev. Rul. 2003-91, under the Contract there will be no arrangement, plan, contract or agreement between a Contract owner and Jackson regarding the availability of a particular Allocation Option and other than the Contract owner's right to allocate premiums and transfer funds among the available Allocation Options, all investment decisions concerning the Allocation Options will be made by Jackson or an advisor in its sole and absolute discretion.  The Contract will differ from the contracts described in Rev. Rul. 2003-91 in two respects.  The first difference is that the contracts described in Rev. Rul. 2003-91 provided only 12 investment options with the insurance company having the ability to add an additional 8 options whereas the Contract currently offers 100 Investment Divisions and at least one Fixed Account option, although a Contract owner's Contract Value can be allocated to no more than 18 fixed and variable options at any one time.  The second difference is that the owner of a contract in Rev. Rul. 2003-91 could only make one transfer per 30 day period without a fee whereas during the accumulation phase, a Contract owner can make 15 transfers in any one year without a charge.

Rev. Rul. 2003-91 states that whether the owner of a variable contract is to be treated as the owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances.  Jackson does not believe that the differences between the Contract and the contracts described in Rev. Rul. 2003-91 with respect to the number of investment choices and the number of investment transfers that can be made under the Contract without an additional charge should prevent the holding in Rev. Rul. 2003-91 from applying to the owner of a Contract.  At this time, however, it cannot be determined whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance.  Jackson reserves the right to modify the Contract to the extent required to maintain favorable tax treatment.


Multiple Contracts

The Code provides that multiple non-qualified annuity Contracts that are issued within a calendar year to the same Contract owner by one company or its affiliates are treated as one annuity Contract for purposes of determining the tax consequences of any distribution.  Such treatment may result in adverse tax consequences including more rapid taxation of the distributed amounts from such multiple Contracts.  For purposes of this rule, Contracts received in a Section 1035 exchange will be considered issued in the year of the exchange.  Owners should consult a tax adviser prior to purchasing more than one annuity Contract in any calendar year.

Partial 1035 Exchanges

In accordance with Revenue Procedure 2011-38 , the IRS will consider a partial exchange of an annuity Contract for another annuity Contract 2011-38 valid if there is either no withdrawal from, or surrender of, either the surviving annuity contract or the new annuity contract within 180 days of the date of the partial exchange.   Revenue Procedure 2011-38 also provides certain exceptions to the 180 day rule.   Due to the complexity of these rules, owners are encouraged to consult their own tax advisers prior to entering into a partial exchange of an annuity Contract.

Contracts Owned by Other than Natural Persons

Under Section 72(u) of the Code, the investment earnings on premiums for Contracts will be taxed currently to the owner if the owner is a non-natural person, e.g., a corporation or certain other entities.  Such Contracts generally will not be treated as annuities for federal income tax purposes (except for the taxation of life insurance companies).  However, this treatment is not applied to Contracts held by a trust or other entity as an agent for a natural person nor to Contracts held by certain tax-qualified plans.  Purchasers should consult their own tax counsel or other tax adviser before purchasing a Contract to be owned by a non-natural person.

Tax Treatment of Assignments

An assignment or pledge of a Contract may have tax consequences.  Any assignment or pledge of a tax-qualified Contract may also be prohibited by ERISA in some circumstances.  Owners should, therefore, consult competent legal advisers should they wish to assign or pledge their Contracts.

An assignment or pledge of all or any portion of the value of a Non-Qualified Contract is treated under Section 72 of the Code as an amount not received as an annuity.  The value of the Contract assigned or pledged that exceeds the aggregate premiums paid will be included in the individual's gross income.  In addition, the amount included in the individual's gross income could also be subject to the 10% penalty tax discussed below under Non-Qualified Contracts.

An assignment or pledge of all or any portion of the value of a Qualified Contract will disqualify the Qualified Contract.  If the Qualified Contract is part of a qualified pension or profit-sharing plan, the Code prohibits the assignment or alienation of benefits provided under the plan.  If the Qualified Contract is an IRA annuity or a 403(b) annuity, the Code requires the Qualified Contract to be nontransferable.  If the Qualified Contract is part of an eligible deferred compensation plan, amounts cannot be made available to plan participants or beneficiaries: (1) until the calendar year in which the participant attains age 70 1/2; (2) when the participant has a severance from employment; or (3) when the participant is faced with an unforeseeable emergency.

Death Benefits

Any death benefits paid under the Contract are taxable to the beneficiary.  The rules governing the taxation of payments from an annuity Contract, as discussed above, generally apply to the payment of death benefits and depend on whether the death benefits are paid as a lump sum or as annuity payments.  Estate or gift taxes may also apply.

IRS Approval

The Contract and all riders attached thereto, have been approved by the IRS for use as an Individual Retirement Annuity prototype.

Tax-Qualified Plans

The Contracts offered by the Prospectus are designed to be suitable for use under various types of tax-qualified plans.  Taxation of owners of a tax-qualified Contract will vary based on the type of plan and the terms and conditions of each specific plan.  Owners, annuitants and beneficiaries are cautioned that benefits under a tax-qualified Contract may be subject to the terms and conditions of the plan, regardless of the terms and conditions of the Contracts issued to fund the plan.  Owners, annuitant and beneficiaries are also reminded that a tax-qualified Contract will not provide any necessary or additional tax deferral if it is used to fund a tax-qualified plan that is already tax-deferred.

Tax Treatment of Withdrawals

Non-Qualified Contracts

Section 72 of the Code governs treatment of distributions from annuity Contracts.  It provides that if the contract value exceeds the aggregate premiums made, any amount withdrawn not in the form of an annuity payment will be treated as coming first from the earnings and then, only after the income portion is exhausted, as coming from the principal.  Withdrawn earnings are included in a taxpayer's gross income.  Section 72 further provides that a 10% penalty will apply to the income portion of any distribution.  The penalty is not imposed on amounts received: (1) after the taxpayer reaches 59 1/2; (2) upon the death of the owner; (3) if the taxpayer is totally disabled as defined in Section 72(m)(7) of the Code; (4) in a series of substantially equal periodic payments made at least annually for the life (or life expectancy) of the taxpayer or for the joint lives (or joint life expectancies) of the taxpayer and his beneficiary; (5) under an immediate annuity; or (6) which are allocable to premium payments made prior to August 14, 1982.

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59 ½ or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% penalty tax) but for the exception, plus interest for the tax years in which the exception was used.

 
Tax-Qualified Contracts

In the case of a withdrawal under a tax-qualified Contract, a ratable portion of the amount received is taxable, generally based on the ratio of the individual's cost basis to the individual's total accrued benefit under the retirement plan.  Special tax rules may be available for certain distributions from a tax-qualified Contract.  Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from qualified retirement plans, including Contracts issued and qualified under Code Sections 401 (pension and profit sharing plans), 403(b) (tax-sheltered annuities), individual retirement accounts and annuities under 408(a) and (b) (IRAs) and Roth IRAs under 408A.  To the extent amounts are not included in gross income because they have been rolled over to an IRA or to another eligible qualified plan, no tax penalty will be imposed.

The tax penalty will not apply to the following distributions: (1) distributions made on or after the date on which the owner or annuitant (as applicable) reaches age 59 1/2; (2) distributions following the death or disability of the owner or annuitant (as applicable) (for this purpose "disability" is defined in Section 72(m)(7) of the Code); (3) distributions that are part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner or annuitant (as applicable) or the joint lives (or joint life expectancies) of such owner or annuitant (as applicable) and his or her designated beneficiary; (4) distributions to an owner or annuitant (as applicable) who has separated from service after he has attained age 55; (5) distributions made to the owner or annuitant (as applicable) to the extent such distributions do not exceed the amount allowable as a deduction under Code Section 213 to the owner or annuitant (as applicable) for amounts paid during the taxable year for medical care; (6) distributions made to an alternate payee pursuant to a qualified domestic relations order; (7) distributions made on account of an IRS levy upon the qualified Contracts, (8) distributions from an IRA after separation from employment for the purchase of medical insurance (as described in Section 213(d)(1)(D) of the Code) for the Contract owner or annuitant (as applicable) and his or her spouse and dependents if the Contract owner or annuitant (as applicable) has received unemployment compensation for at least 12 weeks (this exception will no longer apply after the Contract owner or annuitant (as applicable) has been re-employed for at least 60 days); (9) distributions from an IRA made to the owner or annuitant (as applicable) to the extent such distributions do not exceed the qualified higher education expenses (as defined in Section 72(t)(7) of the Code) (as applicable) for the taxable year; and (10) distributions from an  IRA made to the owner or annuitant (as applicable) which are qualified first time home buyer distributions (as defined in Section 72(t)(8) of the Code).  The exceptions stated in items (4) and (6) above do not apply in the case of an IRA.  The exception stated in (3) above applies to an IRA without the requirement that there be a separation from service.

With respect to (3) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59 ½ or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% penalty tax) but for the exception, plus interest for the tax years in which the exception was used.

Withdrawals of amounts attributable to contributions made pursuant to a salary reduction agreement (in accordance with Section 403(b)(11) of the Code) are limited to the following: when the owner attains age 59 1/2, severs employment, dies, becomes disabled (within the meaning of Section 72(m)(7) of the Code), or in the case of hardship.  Hardship withdrawals do not include any earnings on salary reduction contributions.  These limitations on withdrawals apply to: (1) salary reduction contributions made after December 31, 1988; (2) income attributable to such contributions; and (3) income attributable to amounts held as of December 31, 1988.  The limitations on withdrawals do not affect rollovers or exchanges between certain tax-qualified plans.  Tax penalties may also apply.  While the foregoing limitations only apply to certain Contracts issued in connection with Section 403(b) plans, all owners should seek competent tax advice regarding any withdrawals or distributions.

The taxable portion of a withdrawal or distribution from tax-qualified Contracts may, under some circumstances, be "rolled over" into another eligible plan so as to continue to defer income tax on the taxable portion.  Such treatment is available for an "eligible rollover distribution" made by certain types of plans (as described above under "Taxes -- Withholding Tax on Distributions") that is transferred within 60 days of receipt into another eligible plan or an IRA.  Plans making such eligible rollover distributions are also required, with some exceptions specified in the Code, to provide for a direct transfer of the distribution to the transferee plan designated by the recipient.

Amounts received from IRAs may also be rolled over into other IRAs or certain other plans, subject to limitations set forth in the Code.

Prior to the date that annuity payments begin under an annuity Contract, the required minimum distribution rules applicable to defined contribution plans and IRAs will be used. Generally, distributions from a tax-qualified plan must commence no later than April 1 of the calendar year following the year in which the employee attains the later of age 70 1/2 or the date of retirement.  In the case of an IRA, distributions must commence no later than April 1 of the calendar year following the year in which the owner attains age 70 1/2. Required distributions from defined contribution plans and IRAs are determined by dividing the account balance by the appropriate distribution period found in a uniform lifetime distribution table set forth in IRS regulations. For this purpose, the entire interest under an annuity Contract is the account value under the Contract plus the actuarial value of any other benefits such as guaranteed death benefits that will be provided under the Contract.

If the sole beneficiary is the Contract holder's or employee's spouse and the spouse is more than 10 years younger than the employee, a longer distribution period measured by the joint life and last survivor expectancy of the Contract holder employee and spouse is permitted to be used. Distributions under a defined benefit plan or an annuity Contract must be paid in the form of periodic annuity payments for the employee's life (or the joint lives of the employee and beneficiary) or over a period certain that does not exceed the period under the uniform lifetime table for the employee's age in the year in which the annuity starting date occurs.  If the required minimum distributions are not made, a 50% penalty tax on the amount not distributed is imposed on the individual.

Types of Tax-Qualified Plans

The Contracts offered herein are designed to be suitable for use under various types of tax-qualified plans.  Taxation of participants in each tax-qualified plan varies with the type of plan and terms and conditions of each specific plan.  Owners, annuitants and beneficiaries are cautioned that benefits under a tax-qualified plan may be subject to the terms and conditions of the plan regardless of the terms and conditions of the Contracts issued pursuant to the plan.  Some retirement plans are subject to distribution and other requirements that are not incorporated into Jackson's administrative procedures.  Jackson is not bound by the terms and conditions of such plans to the extent such terms conflict with the terms of a Contract, unless Jackson specifically consents to be bound.  Owners, annuitants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the Contracts comply with applicable law.
A tax-qualified Contract will not provide any necessary or additional tax deferral if it is used to fund a tax-qualified plan that is tax deferred.  However, the Contract has features and benefits other than tax deferral that may make it an appropriate investment for a tax-qualified plan.  Following are general descriptions of the types of tax-qualified plans with which the Contracts may be used.  Such descriptions are not exhaustive and are for general informational purposes only.  The tax rules regarding tax-qualified plans are very complex and will have differing applications depending on individual facts and circumstances.  Each purchaser should obtain competent tax advice prior to purchasing a Contract issued under a tax-qualified plan.

Contracts issued pursuant to tax-qualified plans include special provisions restricting Contract provisions that may otherwise be available as described herein.  Generally, Contracts issued pursuant to tax-qualified plans are not transferable except upon surrender or annuitization.  Various penalty and excise taxes may apply to contributions or distributions made in violation of applicable limitations.  Furthermore, certain withdrawal penalties and restrictions may apply to surrenders from Tax-Qualified Contracts.  (See "Tax Treatment of Withdrawals – Tax-Qualified Contracts" above.)

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v. Norris that benefits provided under an employer's deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between men and women.  The Contracts sold by Jackson in connection with certain Tax-Qualified Plans will utilize tables which do not differentiate on the basis of sex.  Such annuity tables will also be available for use in connection with certain non-qualified deferred compensation plans.

(a) Tax-Sheltered Annuities

 
Section 403(b) of the Code permits the purchase of "tax-sheltered annuities" by public schools and certain charitable, educational and scientific organizations described in Section 501(c) (3) of the Code. These qualifying employers may make contributions to the Contracts for the benefit of their employees. Such contributions are not included in the gross income of the employee until the employee receives distributions from the Contract. The amount of contributions to the tax-sheltered annuity is limited to certain maximums imposed by the Code.  Furthermore, the Code sets forth additional restrictions governing such items as transferability, distributions, non-discrimination and withdrawals. Employee loans are not allowed under these Contracts.  Any employee should obtain competent tax advice as to the tax treatment and suitability of such an investment.

(b) Individual Retirement Annuities

 
Section 408(b) of the Code permits eligible individuals to contribute to an individual retirement program known as an "individual retirement annuity" ("IRA annuity"). Under applicable limitations, certain amounts may be contributed to an IRA annuity which will be deductible from the individual's gross income.  IRA annuities are subject to limitations on eligibility, contributions, transferability and distributions.  Sales of IRA annuities are subject to special requirements imposed by the Code, including the requirement that certain informational disclosure be given to persons desiring to establish an IRA.  Purchasers of Contracts to be qualified as IRA annuities should obtain competent tax advice as to the tax treatment and suitability of such an investment.

(c) Roth IRA Annuities

Section 408A of the Code provides that individuals may purchase a non-deductible IRA annuity, known as a Roth IRA annuity.  Purchase payments for Roth IRA annuities are limited to a maximum of $5,000 for 2012 .  The limit will be adjusted annually for inflation in $500 increments. In addition, the Act allows individuals age 50 and older to make additional catch-up IRA contributions.  The otherwise maximum contribution limit (before application of adjusted gross income phase-out limits) for an individual who had celebrated his or her 50th birthday before the end of the tax year is increased by $1,000.  The same contribution and catch-up contributions are also available for purchasers of Traditional IRA annuities.

Lower maximum limitations apply to individuals above certain adjusted gross income levels.  For 2012 , these levels are $ 110 ,000 in the case of single taxpayers, $ 173 ,000 in the case of married taxpayers filing joint returns, and $0 in the case of married taxpayers filing separately.  These levels are indexed annually in $1,000 increments.  An overall $5,000 annual limitation (increased as discussed above) continues to apply to all of a taxpayer's IRA annuity contributions, including Roth IRA annuities and non-Roth IRA annuities.

Qualified distributions from Roth IRA annuities are free from federal income tax.  A qualified distribution requires that the individual has held the Roth IRA annuity for at least five years and, in addition, that the distribution is made either after the individual reaches age 59 1/2, on the individual's death or disability, or as a qualified first-time home purchase, subject to a $10,000 lifetime maximum, for the individual, a spouse, child, grandchild, or ancestor.  Any distribution which is not a qualified distribution is taxable to the extent of earnings in the distribution.  Distributions are treated as made from contributions first and therefore no distributions are taxable until distributions exceed the amount of contributions to the Roth IRA annuity.  The 10% penalty tax and the regular IRA annuity exceptions to the 10% penalty tax apply to taxable distributions from Roth IRA annuities.

Amounts may be rolled over from one Roth IRA annuity to another Roth IRA annuity.  Furthermore, an individual may make a rollover contribution from a non-Roth IRA annuity to a Roth IRA annuity.  The individual must pay tax on any portion of the IRA annuity being rolled over that would be included in income if the distributions were not rolled over.  For rollovers in 2010, the income may be reported ratably in 2011 and 2012.  There are no similar limitations on rollovers from one Roth IRA annuity to another Roth IRA annuity.

(d) Pension and Profit-Sharing Plans

The Internal Revenue Code permits employers, including self-employed individuals, to establish various types of qualified retirement plans for employees.  These retirement plans may permit the purchase of the Contracts to provide benefits under the plan. Contributions to the plan for the benefit of employees will not be included in the gross income of the employee until distributed from the plan. The tax consequences to owners may vary depending upon the particular plan design.  However, the Code places limitations on all plans on such items as amount of allowable contributions; form, manner and timing of distributions; vesting and non-forfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions, transferability of benefits, withdrawals and surrenders. Purchasers of Contracts for use with pension or profit sharing plans should obtain competent tax advice as to the tax treatment and suitability of such an investment.

(e) Eligible Deferred Compensation Plans -- Section 457

Under Code provisions, employees and independent contractors performing services for state and local governments and other tax-exempt organizations may participate in eligible deferred compensation plans under Section 457 of the Code.  The amounts deferred under a Plan which meets the requirements of Section 457 of the Code are not taxable as income to the participant until paid or otherwise made available to the participant or beneficiary.  As a general rule, the maximum amount which can be deferred in any one year is the lesser of 100% of the participant's includible compensation, or the $ 17,000 elective deferral limitation in 2012 .  The limit is indexed for inflation in $500 increments annually thereafter.  In addition, the Act allows individuals in eligible deferred compensation plans of state or local governments age 50 and older to make additional catch-up contributions.  The otherwise maximum contribution limit for an individual who had celebrated his or her 50th birthday before the end of the tax year is increased by $5,500. The same contribution and catch-up contributions are also available for participants in qualified pension and profit-sharing plans and tax-sheltered annuities under Section 403(b) of the Code.

In limited circumstances, the plan may provide for additional catch-up contributions in each of the last three years before normal retirement age.  Furthermore, the Code provides additional requirements and restrictions regarding eligibility and distributions.

All of the assets and income of an eligible deferred compensation plan established by a governmental employer must be held in trust for the exclusive benefit of participants and their beneficiaries.  For this purpose, custodial accounts and certain annuity Contracts are treated as trusts.  The requirement of a trust does not apply to amounts under a Plan of a tax-exempt (non-governmental) employer.  In addition, the requirement of a trust does not apply to amounts under a Plan of a governmental employer if the Plan is not an eligible plan within the meaning of Section 457(b) of the Code.  In the absence of such a trust, amounts under the plan will be subject to the claims of the employer's general creditors.

In general, distributions from a Plan are prohibited under Section 457 of the Code unless made after the participant:

attains age 70 1/2,
severs employment,
dies, or
suffers an unforeseeable financial emergency as defined in the regulations.

Under present federal tax law, amounts accumulated in a Plan of a tax-exempt (non-governmental) employer under Section 457 of the Code cannot be transferred or rolled over on a tax-deferred basis except for certain transfers to other Plans under Section 457.  Amounts accumulated in a Plan of a state or local government employer may be transferred or rolled over to another eligible deferred compensation plan of a state or local government, an IRA, a qualified pension or profit-sharing plan or a tax-sheltered annuity under Section 403(b) of the Code.

Annuity Provisions

Variable Annuity Payment

The initial annuity payment is determined by taking the Contract value allocated to that Investment Division, less any premium tax and any applicable Contract charges, and then applying it to the income option table specified in the Contract.  The appropriate rate must be determined by the sex (except where, as in the case of certain Qualified Plans and other employer-sponsored retirement plans, such classification is not permitted) and age of the annuitant and designated second person, if any.

The dollars applied are divided by 1,000 and the result multiplied by the appropriate annuity factor appearing in the table to compute the amount of the first monthly payment.  That amount is divided by the value of an annuity unit as of the Income Date to establish the number of annuity units representing each variable payment.  The number of annuity units determined for the first variable payment remains constant for the second and subsequent monthly variable payments, assuming that no reallocation of Contract values is made.

The amount of the second and each subsequent monthly variable payment is determined by multiplying the number of annuity units by the annuity unit value as of the business day next preceding the date on which each payment is due.

The mortality and expense experience will not adversely affect the dollar amount of the variable annuity payments once payments have commenced.

Annuity Unit Value

The initial value of an annuity unit of each Investment Division was set when the Investment Divisions were established.  The value may increase or decrease from one business day to the next.  The income option tables contained in the Contract are based on an assumed investment rate of 3%.

The value of a fixed number of annuity units will reflect the investment performance of the Investment Divisions elected, and the amount of each payment will vary accordingly.

For each Investment Division, the value of an annuity unit for any business day is determined by multiplying the annuity unit value for the immediately preceding business day by the percentage change in the value of an accumulation unit from the immediately preceding business day to the business day of valuation, calculated by use of the Net Investment Factor, described below.  The result is then multiplied by a second factor which offsets the effect of the assumed net investment rate of 3%.

Net Investment Factor

The net investment factor is an index applied to measure the net investment performance of an Investment Division from one valuation date to the next.  The net investment factor for any Investment Division for any business day is determined by dividing (a) by (b) and then subtracting (c) from the result where:

(a)
is the net result of:
 
(1)
the net asset value of a Fund's share held in the Investment Division determined as of the valuation date at the end of the valuation period, plus
 
(2)
the per share amount of any dividend or other distribution declared by the Fund if the "ex-dividend" date occurs during the valuation period, plus or minus
 
(3)
a per share credit or charge with respect to any taxes paid or reserved for by Jackson during the valuation period which are determined by Jackson to be attributable to the operation of the Investment Division (no federal income taxes are applicable under present law);
(b)
is the net asset value of the Fund share held in the Investment Division determined as of the valuation date at the end of the preceding valuation period; and
(c)
is the asset charge factor determined by Jackson for the valuation period to reflect the asset-based charges (the mortality and expense risk charge), administration charge, and any applicable charges for optional benefits.

Also see "Income Payments (The Income Phase)" in the Prospectus.

Condensed Financial Information

Accumulation Unit Values


The tables reflect the accumulation unit values for each Investment Division for the beginning and end of the periods indicated, and the number of accumulation units outstanding as of the end of the periods indicated – for Contracts with all levels of charges (and combinations of optional endorsements).  The tables do not provide partial year information.  The tables provide accumulation unit values and the number of accumulation units outstanding only if that information is available throughout the period.  Where accumulation unit values and the number of accumulation units outstanding are unavailable, either because of a partial year or a Fund not being offered, a “N/A” is provided.

This information derives from the financial statements of the Separate Account, which together constitute the Separate Account's condensed financial information.  Contact the Annuity Service Center to request your copy free of charge; contact information is on the cover page of the prospectus.  Also, please ask about the more timely accumulation unit values that are available for each Investment Division.

Set forth below are fund changes and additions since the December 12, 2011 Supplement to the May 1, 2011 Prospectus, for your information in reviewing Accumulation Unit information.
 
 
Effective April 30, 2012, the following Investment Divisions changed (whether or not in connection with a sub-adviser change):

JNL/Capital Guardian U.S. Growth Equity Fund to JNL/UBS Large Cap Select Growth Fund;
JNL/Eagle Core Equity Fund to JNL/DFA U.S. Core Equity Fund;
JNL/PAM Asia ex-Japan Fund to JNL/Eastspring Investments Asia ex-Japan Fund; and
JNL/PAM China-India Fund to JNL/Eastspring Investments China-India Fund.

Effective April 30, 2012, the Separate Account has the following new Investment Divisions, for which no Accumulation Unit information is yet available:

JNL/American Funds Balanced Allocation Fund;
JNL/American Funds Growth Allocation Fund;
JNL/Mellon Capital Management Dow Jones U.S. Contrarian Opportunities Index Fund;
JNL/Morgan Stanley Mid Cap Growth Fund; and
JNL/Neuberger Berman Strategic Income Fund.
 
 



Accumulation Unit Values
                   
Base Contract - 1.50%
                   
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Disciplined Growth Division
                   
Accumulation unit value:
                   
    Beginning of period
$8.62
$7.77
$6.29
$10.50
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.23
$8.62
$7.77
$6.29
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
4,946
5,437
6,784
8,555
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.76
$8.92
$7.63
$10.55
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.68
$9.76
$8.92
$7.63
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
3,897
5,341
9,026
8,978
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.12
$8.18
$6.76
$10.52
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.91
$9.12
$8.18
$6.76
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
4,144
5,798
9,567
9,589
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 20 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.02
$12.59
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.46
$14.02
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,673
8,958
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 35 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.75
$13.09
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.98
$14.75
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,332
4,828
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Institutional Alt 50 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.19
$13.42
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.27
$15.19
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
444
112
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 65 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.77
$13.82
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.69
$15.77
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,382
2,944
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Blue Chip Income and Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$10.29
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.02
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.35
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.63
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,020
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Small Capitalization Division
                 
  Accumulation unit value:
                   
    Beginning of period
$11.04
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,014
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Growth-Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.35
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.96
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,236
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/American Funds International Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.06
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,260
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds New World Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.50
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,816
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Commodity Securities Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.25
$9.72
$6.58
$13.70
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.27
$11.25
$9.72
$6.58
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
15,926
15,783
18,094
22,298
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Global Allocation Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.32
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.77
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,266
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Brookfield Global Infrastructure Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Capital Guardian Global Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.54
$11.67
$9.68
$13.69
$12.88
$11.80
$10.88
N/A
N/A
N/A
    End of period
$11.76
$12.54
$11.67
$9.68
$13.69
$12.88
$11.80
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,328
13,535
14,013
18,071
21,049
15,240
12,319
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Capital Guardian Global Diversified Research Division
                 
  Accumulation unit value:
                   
    Beginning of period
$7.09
$6.44
$4.73
$8.34
$7.02
$6.29
$6.26
$5.71
$4.68
$6.51
    End of period
$6.67
$7.09
$6.44
$4.73
$8.34
$7.02
$6.29
$6.26
$5.71
$4.68
  Accumulation units outstanding at the end of period
117,043
140,245
176,281
210,103
303,170
367,549
441,090
579,943
712,814
940,232
                     
JNL/Capital Guardian U.S. Growth Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$5.75
$5.18
$3.90
$6.70
$6.20
$6.02
$5.84
$5.30
$3.98
$5.74
    End of period
$5.71
$5.75
$5.18
$3.90
$6.70
$6.20
$6.02
$5.84
$5.30
$3.98
  Accumulation units outstanding at the end of period
248,808
275,083
362,283
465,705
525,449
661,895
784,923
1,183,939
1,475,042
1,674,518
                     
JNL/Eagle Core Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.47
$9.50
$7.21
$12.00
$12.11
$10.94
$10.75
N/A
N/A
N/A
    End of period
$10.23
$10.47
$9.50
$7.21
$12.00
$12.11
$10.94
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
101,361
119,420
165,137
214,698
266,570
324,058
367,892
N/A
N/A
N/A
                     
JNL/Eagle SmallCap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.28
$12.18
$9.13
$15.02
$13.60
$11.50
$11.38
N/A
N/A
N/A
    End of period
$15.67
$16.28
$12.18
$9.13
$15.02
$13.60
$11.50
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
45,476
23,773
8,526
42,150
23,651
23,217
12,228
N/A
N/A
N/A
                     
JNL/Franklin Templeton Founding Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.72
$8.02
$6.26
$9.95
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.48
$8.72
$8.02
$6.26
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
13,462
19,056
21,392
47,609
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$7.89
$7.48
$5.80
$9.92
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.30
$7.89
$7.48
$5.80
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,877
14,182
8,883
11,591
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Franklin Templeton Global Multisector Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.96
$9.88
$7.55
$10.90
$10.87
N/A
N/A
N/A
N/A
N/A
    End of period
$11.07
$10.96
$9.88
$7.55
$10.90
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
13,082
19,048
43,590
22,948
27,904
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton International Small Cap Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$19.88
$16.74
$11.14
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$16.77
$19.88
$16.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,121
2,472
1,133
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Mutual Shares Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.28
$7.54
$6.04
$9.88
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.11
$8.28
$7.54
$6.04
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,071
10,797
12,961
14,342
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.94
$9.56
$7.26
$11.03
$11.92
$10.28
N/A
N/A
N/A
N/A
    End of period
$11.45
$11.94
$9.56
$7.26
$11.03
$11.92
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
11,646
26,223
26,394
15,122
14,114
12,775
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Core Plus Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.22
$16.24
$14.44
$15.46
$14.67
$14.22
$14.07
$13.36
$11.94
$11.18
    End of period
$18.02
$17.22
$16.24
$14.44
$15.46
$14.67
$14.22
$14.07
$13.36
$11.94
  Accumulation units outstanding at the end of period
66,002
76,328
87,125
96,867
137,357
125,117
138,216
136,879
127,780
137,549
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Goldman Sachs Emerging Markets Debt Division
                 
  Accumulation unit value:
                   
    Beginning of period
$14.30
$12.51
$10.33
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.43
$14.30
$12.51
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,483
3,926
3,247
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.21
$9.97
$7.63
$12.11
$11.96
$10.49
N/A
N/A
N/A
N/A
    End of period
$11.24
$12.21
$9.97
$7.63
$12.11
$11.96
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,202
10,779
13,085
15,356
28,651
37,670
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs U.S. Equity Flex Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.65
$8.08
$6.57
$10.70
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.61
$8.65
$8.08
$6.57
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,518
1,475
1,177
319
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Invesco Global Real Estate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.35
$10.70
$8.20
$12.94
$15.46
$11.51
N/A
N/A
N/A
N/A
    End of period
$11.41
$12.35
$10.70
$8.20
$12.94
$15.46
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
13,920
14,446
15,625
20,070
23,464
28,005
N/A
N/A
N/A
N/A
                     
JNL/Invesco International Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.96
$9.01
$6.67
$11.47
$10.61
$8.78
$8.05
$7.03
$5.55
$7.09
    End of period
$9.14
$9.96
$9.01
$6.67
$11.47
$10.61
$8.78
$8.05
$7.03
$5.55
  Accumulation units outstanding at the end of period
80,981
96,250
122,298
162,088
189,980
196,823
223,387
263,692
373,850
424,313
                     
JNL/Invesco Large Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.03
$10.40
$8.49
$13.83
$12.13
$11.42
$10.81
N/A
N/A
N/A
    End of period
$11.06
$12.03
$10.40
$8.49
$13.83
$12.13
$11.42
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
24,890
22,624
41,872
47,851
59,979
18,432
16,198
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Invesco Small Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.99
$11.25
$8.48
$14.27
$13.01
$11.54
$10.80
N/A
N/A
N/A
    End of period
$13.60
$13.99
$11.25
$8.48
$14.27
$13.01
$11.54
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,213
9,081
11,537
6,296
5,333
8,477
7,976
N/A
N/A
N/A
                     
JNL/Ivy Asset Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.22
$10.37
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.22
$11.22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,030
4,352
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/JPMorgan International Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.16
$9.59
$7.48
$13.67
$12.40
$9.53
$8.16
$6.76
$4.92
$6.81
    End of period
$8.72
$10.16
$9.59
$7.48
$13.67
$12.40
$9.53
$8.16
$6.76
$4.92
  Accumulation units outstanding at the end of period
82,727
110,806
159,890
175,537
219,516
264,461
217,842
313,938
292,298
145,184
                     
JNL/JPMorgan MidCap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.57
$10.96
$7.79
$14.23
$13.38
$12.12
$11.59
N/A
N/A
N/A
    End of period
$12.58
$13.57
$10.96
$7.79
$14.23
$13.38
$12.12
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
36,656
47,382
60,509
60,887
73,659
4,620
1,834
N/A
N/A
N/A
                     
JNL/JPMorgan U.S. Government & Quality Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
$12.60
$11.92
$11.67
$11.12
$10.61
$10.43
$10.34
N/A
N/A
N/A
    End of period
$13.64
$12.60
$11.92
$11.67
$11.12
$10.61
$10.43
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
18,611
30,055
24,985
41,407
24,646
16,874
7,326
N/A
N/A
N/A
                     
JNL/Lazard Emerging Markets Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.13
$11.76
$6.95
$14.13
$10.88
N/A
N/A
N/A
N/A
N/A
    End of period
$11.45
$14.13
$11.76
$6.95
$14.13
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
38,663
54,231
53,353
56,344
50,132
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Lazard Mid Cap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$21.78
$17.96
$13.06
$21.71
$22.63
$20.06
$18.71
$15.23
$11.99
$14.17
    End of period
$20.24
$21.78
$17.96
$13.06
$21.71
$22.63
$20.06
$18.71
$15.23
$11.99
  Accumulation units outstanding at the end of period
44,389
60,945
90,535
114,733
143,303
194,617
231,028
292,819
282,307
327,448
                     
JNL/M&G Global Basics Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.71
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.16
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/M&G Global Leaders Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.12
$11.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.42
$13.12
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
133
1,593
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Mellon Capital Management (MCM) 10 x 10 Division
                 
  Accumulation unit value:
                   
    Beginning of period
$8.68
$7.57
$6.17
$9.82
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.37
$8.68
$7.57
$6.17
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,943
8,614
33,656
41,904
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.67
$9.64
$6.40
$10.03
$10.48
N/A
N/A
N/A
N/A
N/A
    End of period
$12.52
$11.67
$9.64
$6.40
$10.03
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,729
7,548
15,042
22,131
2,699
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Bond Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.25
$11.75
$11.28
$11.04
$10.53
$10.31
$10.28
N/A
N/A
N/A
    End of period
$12.94
$12.25
$11.75
$11.28
$11.04
$10.53
$10.31
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
10,602
9,208
10,017
29,409
26,126
33,761
27,380
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Communications Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.07
$12.48
$10.09
$16.97
$16.51
$12.32
$12.38
$10.68
N/A
N/A
    End of period
$14.37
$15.07
$12.48
$10.09
$16.97
$16.51
$12.32
$12.38
N/A
N/A
  Accumulation units outstanding at the end of period
4,182
8,145
6,218
6,197
8,621
10,683
4,609
23,301
N/A
N/A
                     
JNL/MCM Consumer Brands Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.56
$9.56
$7.29
$10.77
$11.87
$10.62
$11.04
$10.18
N/A
N/A
    End of period
$12.13
$11.56
$9.56
$7.29
$10.77
$11.87
$10.62
$11.04
N/A
N/A
  Accumulation units outstanding at the end of period
933
1,018
1,890
1,777
2,582
3,433
2,840
9,013
N/A
N/A
                     
JNL/MCM Dow Dividend Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.83
$6.19
$5.23
$10.48
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.12
$6.83
$6.19
$5.23
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,958
2,046
1,676
9,005
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Emerging Markets Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM European 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.86
$12.79
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.74
$12.86
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
375
674
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Financial Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$7.23
$6.47
$5.53
$11.38
$13.98
$11.96
$11.44
$10.23
N/A
N/A
    End of period
$6.20
$7.23
$6.47
$5.53
$11.38
$13.98
$11.96
$11.44
N/A
N/A
  Accumulation units outstanding at the end of period
2,316
2,131
2,682
20,431
7,589
17,935
6,350
21,240
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Global Alpha Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.28
$9.84
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.42
$10.28
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Healthcare Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.30
$11.04
$9.27
$12.25
$11.56
$11.04
$10.42
$10.22
N/A
N/A
    End of period
$12.34
$11.30
$11.04
$9.27
$12.25
$11.56
$11.04
$10.42
N/A
N/A
  Accumulation units outstanding at the end of period
8,824
12,373
14,639
13,334
22,217
28,169
35,487
19,842
N/A
N/A
                     
JNL/MCM Index 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.62
$8.43
$6.84
$9.90
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.28
$9.62
$8.43
$6.84
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
27
29
2,057
-
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM International Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.25
$12.59
$9.88
$17.58
$16.17
$13.07
$11.71
N/A
N/A
N/A
    End of period
$11.45
$13.25
$12.59
$9.88
$17.58
$16.17
$13.07
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
14,851
20,940
29,440
41,686
70,621
61,754
39,165
N/A
N/A
N/A
                     
JNL/MCM JNL 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.44
$9.92
$8.11
$14.33
$14.34
$12.25
$11.24
N/A
N/A
N/A
    End of period
$11.04
$11.44
$9.92
$8.11
$14.33
$14.34
$12.25
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
162,487
200,164
290,188
408,431
687,620
715,760
975,666
N/A
N/A
N/A
                     
JNL/MCM JNL Optimized 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.69
$8.65
$6.38
$12.00
$10.73
N/A
N/A
N/A
N/A
N/A
    End of period
$8.60
$9.69
$8.65
$6.38
$12.00
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,705
7,637
19,445
23,035
48,392
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Nasdaq 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.09
$8.74
$6.61
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.14
$10.09
$8.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
100
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM NYSE International 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.32
$8.25
$6.16
$11.56
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.24
$8.32
$8.25
$6.16
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,474
2,777
2,962
7,134
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Oil & Gas Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$25.13
$21.42
$18.11
$29.58
$22.20
$18.65
$13.84
$10.54
N/A
N/A
    End of period
$25.57
$25.13
$21.42
$18.11
$29.58
$22.20
$18.65
$13.84
N/A
N/A
  Accumulation units outstanding at the end of period
25,281
27,543
32,244
59,226
48,698
54,023
58,164
19,369
N/A
N/A
                     
JNL/MCM Pacific Rim 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.81
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.46
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 24 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.09
$7.92
$6.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.41
$9.09
$7.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
28
32
3,278
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 400 MidCap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.77
$11.92
$8.76
$14.25
$13.47
$12.46
$11.30
N/A
N/A
N/A
    End of period
$14.24
$14.77
$11.92
$8.76
$14.25
$13.47
$12.46
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,775
12,433
48,585
31,715
40,435
45,404
38,914
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM S&P 500 Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.30
$10.03
$8.08
$13.15
$12.73
$11.23
$10.92
N/A
N/A
N/A
    End of period
$11.30
$11.30
$10.03
$8.08
$13.15
$12.73
$11.23
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
143,833
190,530
214,484
51,640
78,000
102,509
100,136
N/A
N/A
N/A
                     
JNL/MCM S&P SMid 60 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.51
$9.67
$6.08
$8.83
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.46
$11.51
$9.67
$6.08
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,522
3,410
1,480
7,985
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Select Small-Cap Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.03
$5.32
$5.14
$8.71
$9.88
N/A
N/A
N/A
N/A
N/A
    End of period
$6.03
$6.03
$5.32
$5.14
$8.71
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
27,702
16,552
25,888
4,556
4,338
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Small Cap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.24
$10.64
$8.48
$13.23
$13.72
$11.85
$11.54
N/A
N/A
N/A
    End of period
$12.48
$13.24
$10.64
$8.48
$13.23
$13.72
$11.85
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
92,886
119,949
183,070
30,138
35,812
38,884
23,172
N/A
N/A
N/A
                     
JNL/MCM Technology Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.23
$11.08
$6.86
$12.31
$10.91
$10.13
$10.04
$10.08
N/A
N/A
    End of period
$12.01
$12.23
$11.08
$6.86
$12.31
$10.91
$10.13
$10.04
N/A
N/A
  Accumulation units outstanding at the end of period
2,855
5,540
5,171
14,435
12,589
16,996
23,813
7,844
N/A
N/A
                     
JNL/MCM Value Line 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.05
$6.67
$5.91
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.11
$8.05
$6.67
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,936
2,770
3,007
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM VIP Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.89
$9.59
$7.85
$13.93
$12.77
$11.56
$10.69
N/A
N/A
N/A
    End of period
$10.34
$10.89
$9.59
$7.85
$13.93
$12.77
$11.56
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
29,567
27,555
34,903
51,696
62,638
117,548
122,256
N/A
N/A
N/A
                     
JNL/Oppenheimer Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.21
$12.50
$9.10
$15.62
$14.91
$12.94
$11.55
$9.94
$7.18
$9.39
    End of period
$12.84
$14.21
$12.50
$9.10
$15.62
$14.91
$12.94
$11.55
$9.94
$7.18
  Accumulation units outstanding at the end of period
83,981
96,382
117,873
134,931
158,024
182,293
204,823
219,032
183,596
126,675
                     
JNL/PAM Asia ex-Japan Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.39
$8.83
$5.29
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.07
$10.39
$8.83
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,026
11,319
18,681
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PAM China-India Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.86
$9.43
$5.25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.72
$10.86
$9.43
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,345
6,386
6,766
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Real Return Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.71
$11.97
$10.37
$10.93
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.98
$12.71
$11.97
$10.37
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
33,787
34,507
49,379
37,796
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Total Return Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.81
$16.80
$14.77
$14.94
$14.01
$13.74
$13.64
$13.25
$12.84
$11.97
    End of period
$18.39
$17.81
$16.80
$14.77
$14.94
$14.01
$13.74
$13.64
$13.25
$12.84
  Accumulation units outstanding at the end of period
207,343
244,827
281,374
343,489
397,146
430,927
493,021
544,769
650,624
848,395
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/PPM America Floating Rate Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America High Yield Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.03
$14.07
$9.76
$14.31
$14.69
$13.49
$13.47
$12.63
$10.19
$9.78
    End of period
$16.52
$16.03
$14.07
$9.76
$14.31
$14.69
$13.49
$13.47
$12.63
$10.19
  Accumulation units outstanding at the end of period
54,621
72,504
89,961
96,311
122,973
147,402
171,070
222,985
253,045
235,868
                     
JNL/PPM America Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$20.18
$15.81
$10.89
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$18.41
$20.18
$15.81
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
111
638
824
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.62
$7.65
$5.80
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.72
$9.62
$7.65
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,258
13,091
1,295
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Value Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.95
$8.60
$6.04
$11.61
$12.49
$11.22
$10.85
N/A
N/A
N/A
    End of period
$9.29
$9.95
$8.60
$6.04
$11.61
$12.49
$11.22
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
871
7,576
19,678
6,226
3,464
8,223
1,953
N/A
N/A
N/A
                     
JNL/Red Rocks Listed Private Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$18.08
$14.53
$10.51
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.61
$18.08
$14.53
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,217
1,214
772
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P 4 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.78
$9.62
$6.88
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.24
$10.78
$9.62
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,119
12,966
11,099
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Competitive Advantage Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.16
$10.05
$7.08
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.15
$11.16
$10.05
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,155
1,374
2,347
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Dividend Income & Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.41
$9.79
$8.05
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.63
$11.41
$9.79
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,784
1,028
876
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Intrinsic Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.46
$10.17
$6.57
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.02
$11.46
$10.17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
700
559
57
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Aggressive Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.96
$11.23
$8.70
$14.52
$13.50
$11.86
$11.10
N/A
N/A
N/A
    End of period
$12.15
$12.96
$11.23
$8.70
$14.52
$13.50
$11.86
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
180,580
232,811
340,285
373,197
482,368
520,647
631,826
N/A
N/A
N/A
                     
JNL/S&P Managed Conservative Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.71
$10.93
$9.78
$11.50
$10.99
$10.34
N/A
N/A
N/A
N/A
    End of period
$11.89
$11.71
$10.93
$9.78
$11.50
$10.99
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
47,901
51,082
58,809
83,091
59,662
4,606
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P Managed Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.88
$11.26
$8.93
$14.02
$13.09
$11.64
$11.00
N/A
N/A
N/A
    End of period
$12.29
$12.88
$11.26
$8.93
$14.02
$13.09
$11.64
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
364,861
484,073
837,659
866,802
1,062,901
1,274,520
1,572,146
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.18
$11.11
$9.50
$12.25
$11.54
$10.61
N/A
N/A
N/A
N/A
    End of period
$12.10
$12.18
$11.11
$9.50
$12.25
$11.54
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
30,675
39,690
63,150
57,946
42,240
20,878
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.05
$11.70
$9.62
$13.48
$12.59
$11.39
$10.87
N/A
N/A
N/A
    End of period
$12.69
$13.05
$11.70
$9.62
$13.48
$12.59
$11.39
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
386,437
368,002
440,192
498,271
658,798
731,021
843,642
N/A
N/A
N/A
                     
JNL/S&P Total Yield Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.42
$8.69
$6.17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.78
$9.42
$8.69
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
665
739
3,510
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Established Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.72
$11.06
$7.82
$13.90
$12.81
$11.44
$10.94
N/A
N/A
N/A
    End of period
$12.39
$12.72
$11.06
$7.82
$13.90
$12.81
$11.44
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
178,838
219,090
248,867
306,249
371,564
385,799
451,875
N/A
N/A
N/A
                     
JNL/T.Rowe Price Mid-Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.83
$14.16
$9.79
$16.74
$14.50
$13.78
$12.26
$10.54
$7.72
$10.04
    End of period
$17.31
$17.83
$14.16
$9.79
$16.74
$14.50
$13.78
$12.26
$10.54
$7.72
  Accumulation units outstanding at the end of period
149,163
182,093
242,008
295,287
379,176
438,522
525,916
650,688
720,439
759,504
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/T.Rowe Price Short-Term Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.50
$10.35
$9.76
$10.54
$10.21
N/A
N/A
N/A
N/A
N/A
    End of period
$10.48
$10.50
$10.35
$9.76
$10.54
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
16,002
52,630
25,579
19,133
27,770
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.54
$10.99
$8.13
$13.87
$13.96
$11.81
$11.29
N/A
N/A
N/A
    End of period
$12.10
$12.54
$10.99
$8.13
$13.87
$13.96
$11.81
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
69,855
85,098
91,080
115,076
114,542
94,468
81,351
N/A
N/A
N/A
                     
JNL/WMC Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.45
$12.32
$10.45
$13.38
$12.64
$11.29
$10.88
N/A
N/A
N/A
    End of period
$13.68
$13.45
$12.32
$10.45
$13.38
$12.64
$11.29
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
150,631
170,464
220,836
262,329
285,759
327,037
331,232
N/A
N/A
N/A
                     
JNL/WMC Money Market Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.93
$11.09
$11.25
$11.17
$10.83
$10.51
$10.39
$10.47
$10.58
$10.62
    End of period
$10.77
$10.93
$11.09
$11.25
$11.17
$10.83
$10.51
$10.39
$10.47
$10.58
  Accumulation units outstanding at the end of period
66,783
50,999
101,137
201,061
192,789
133,273
149,718
184,531
206,686
400,786
                     
JNL/WMC Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.82
$12.34
$10.10
$15.39
$14.48
$12.16
$11.41
N/A
N/A
N/A
    End of period
$13.33
$13.82
$12.34
$10.10
$15.39
$14.48
$12.16
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
26,319
32,691
42,383
49,267
76,613
64,646
28,194
N/A
N/A
N/A



Accumulation Unit Values
                   
Contract with Endorsements - 1.65%
                   
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Disciplined Growth Division
                   
Accumulation unit value:
                   
    Beginning of period
$8.57
$7.73
$6.27
$10.48
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.17
$8.57
$7.73
$6.27
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
-
-
-
-
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.70
$8.88
$7.60
$10.53
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.61
$9.70
$8.88
$7.60
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
3,398
2,737
631
655
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Disciplined Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.07
$8.14
$6.74
$10.50
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.84
$9.07
$8.14
$6.74
N/A
N/A
N/A
N/A
N/A
N/A
Accumulation units outstanding at the end of period
23,439
23,439
34,714
1,675
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 20 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.99
$12.58
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.40
$13.99
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,236
29,581
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 35 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.71
$13.08
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.92
$14.71
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
543
582
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL Institutional Alt 50 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.15
$13.41
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.21
$15.15
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
421
705
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL Institutional Alt 65 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.73
$13.80
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$14.63
$15.73
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,764
657
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Blue Chip Income and Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$10.28
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.98
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
145
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.34
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.61
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,485
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Global Small Capitalization Division
                 
  Accumulation unit value:
                   
    Beginning of period
$11.03
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.74
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
768
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds Growth-Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.34
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.93
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,399
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/American Funds International Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.73
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.04
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
369
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/American Funds New World Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.24
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.47
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,669
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Commodity Securities Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.18
$9.68
$6.56
$13.68
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.19
$11.18
$9.68
$6.56
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
10,357
14,636
12,579
14,961
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/BlackRock Global Allocation Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.31
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.76
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
23,210
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Brookfield Global Infrastructure Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Capital Guardian Global Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.41
$11.57
$9.61
$13.62
$12.83
$11.77
$10.87
N/A
N/A
N/A
    End of period
$11.63
$12.41
$11.57
$9.61
$13.62
$12.83
$11.77
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,197
9,582
15,235
8,391
22,464
17,892
8,040
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Capital Guardian Global Diversified Research Division
                 
  Accumulation unit value:
                   
    Beginning of period
$6.51
$5.92
$4.36
$7.70
$6.49
$5.82
$5.81
$5.30
$4.35
$6.06
    End of period
$6.12
$6.51
$5.92
$4.36
$7.70
$6.49
$5.82
$5.81
$5.30
$4.35
  Accumulation units outstanding at the end of period
48,610
53,041
59,118
87,617
128,682
138,985
158,865
193,935
229,753
270,495
                     
JNL/Capital Guardian U.S. Growth Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$5.21
$4.70
$3.54
$6.09
$5.64
$5.48
$5.33
$4.85
$3.64
$5.27
    End of period
$5.16
$5.21
$4.70
$3.54
$6.09
$5.64
$5.48
$5.33
$4.85
$3.64
  Accumulation units outstanding at the end of period
123,095
132,356
174,649
240,406
318,013
371,355
406,879
590,955
561,384
691,527
                     
JNL/Eagle Core Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.37
$9.42
$7.16
$11.94
$12.06
$10.92
$10.74
N/A
N/A
N/A
    End of period
$10.11
$10.37
$9.42
$7.16
$11.94
$12.06
$10.92
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
56,378
60,961
73,386
92,821
123,314
144,415
161,194
N/A
N/A
N/A
                     
JNL/Eagle SmallCap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.12
$12.08
$9.07
$14.93
$13.55
$11.47
$11.37
N/A
N/A
N/A
    End of period
$15.49
$16.12
$12.08
$9.07
$14.93
$13.55
$11.47
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,809
6,660
2,419
11,906
7,256
2,364
745
N/A
N/A
N/A
                     
JNL/Franklin Templeton Founding Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.67
$7.99
$6.24
$9.93
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.41
$8.67
$7.99
$6.24
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
10,137
13,923
9,592
8,592
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$7.84
$7.45
$5.79
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.24
$7.84
$7.45
$5.79
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,339
9,597
2,256
10,247
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Franklin Templeton Global Multisector Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.88
$9.83
$7.52
$10.88
$10.86
N/A
N/A
N/A
N/A
N/A
    End of period
$10.98
$10.88
$9.83
$7.52
$10.88
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
51,658
41,027
38,190
18,929
15,617
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton International Small Cap Growth Division
                 
  Accumulation unit value:
                   
    Beginning of period
$7.95
$6.71
$4.47
$9.86
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.70
$7.95
$6.71
$4.47
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,655
2,241
4,769
894
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Mutual Shares Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.23
$7.51
$6.02
$9.86
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.05
$8.23
$7.51
$6.02
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
38,973
77,677
59,416
46,578
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Franklin Templeton Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.06
$9.66
$7.35
$11.18
$12.11
$10.46
N/A
N/A
N/A
N/A
    End of period
$11.54
$12.06
$9.66
$7.35
$11.18
$12.11
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,741
8,043
7,215
2,660
1,965
4,901
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Core Plus Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$16.76
$15.83
$14.10
$15.11
$14.36
$13.95
$13.82
$13.14
$11.76
$11.03
    End of period
$17.52
$16.76
$15.83
$14.10
$15.11
$14.36
$13.95
$13.82
$13.14
$11.76
  Accumulation units outstanding at the end of period
19,885
24,288
34,228
38,344
54,326
62,082
64,201
63,677
57,879
68,489
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Goldman Sachs Emerging Markets Debt Division
                 
  Accumulation unit value:
                   
    Beginning of period
$13.31
$11.66
$9.64
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.48
$13.31
$11.66
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,957
9,671
6,012
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.85
$9.68
$7.42
$11.81
$11.68
$10.26
N/A
N/A
N/A
N/A
    End of period
$10.89
$11.85
$9.68
$7.42
$11.81
$11.68
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,366
6,778
8,576
9,562
12,675
7,086
N/A
N/A
N/A
N/A
                     
JNL/Goldman Sachs U.S. Equity Flex Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.60
$8.04
$6.55
$10.68
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.56
$8.60
$8.04
$6.55
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,368
5,035
3,390
3,887
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Invesco Global Real Estate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.12
$10.52
$8.07
$12.76
$15.26
$11.38
N/A
N/A
N/A
N/A
    End of period
$11.17
$12.12
$10.52
$8.07
$12.76
$15.26
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,518
11,902
7,696
11,949
10,163
7,686
N/A
N/A
N/A
N/A
                     
JNL/Invesco International Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.35
$8.46
$6.28
$10.81
$10.01
$8.30
$7.62
$6.66
$5.27
$6.75
    End of period
$8.56
$9.35
$8.46
$6.28
$10.81
$10.01
$8.30
$7.62
$6.66
$5.27
  Accumulation units outstanding at the end of period
25,630
28,906
34,287
79,919
102,287
106,096
122,113
155,297
202,147
196,610
                     
JNL/Invesco Large Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.91
$10.31
$8.44
$13.76
$12.08
$11.39
$10.80
N/A
N/A
N/A
    End of period
$10.93
$11.91
$10.31
$8.44
$13.76
$12.08
$11.39
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,086
7,356
15,272
35,164
26,296
461
456
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Invesco Small Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.85
$11.16
$8.42
$14.20
$12.96
$11.51
$10.79
N/A
N/A
N/A
    End of period
$13.44
$13.85
$11.16
$8.42
$14.20
$12.96
$11.51
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
816
3,540
1,367
1,583
2,499
2,350
3,295
N/A
N/A
N/A
                     
JNL/Ivy Asset Strategy Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.20
$10.37
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.19
$11.20
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
6,655
5,890
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/JPMorgan International Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.83
$9.29
$7.25
$13.29
$12.06
$9.29
$7.97
$6.61
$4.82
$6.68
    End of period
$8.42
$9.83
$9.29
$7.25
$13.29
$12.06
$9.29
$7.97
$6.61
$4.82
  Accumulation units outstanding at the end of period
46,279
64,313
54,265
73,909
104,723
106,613
101,665
144,380
92,203
57,598
                     
JNL/JPMorgan MidCap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.43
$10.87
$7.73
$14.15
$13.32
$12.09
$11.57
N/A
N/A
N/A
    End of period
$12.43
$13.43
$10.87
$7.73
$14.15
$13.32
$12.09
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
12,090
13,584
16,310
18,749
22,685
1,147
1,172
N/A
N/A
N/A
                     
JNL/JPMorgan U.S. Government & Quality Bond Division
                 
  Accumulation unit value:
                   
    Beginning of period
$12.48
$11.82
$11.59
$11.06
$10.57
$10.40
$10.33
N/A
N/A
N/A
    End of period
$13.48
$12.48
$11.82
$11.59
$11.06
$10.57
$10.40
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
28,561
8,150
7,014
22,109
639
435
435
N/A
N/A
N/A
                     
JNL/Lazard Emerging Markets Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.03
$11.70
$6.92
$14.09
$10.87
N/A
N/A
N/A
N/A
N/A
    End of period
$11.35
$14.03
$11.70
$6.92
$14.09
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
16,507
32,196
32,392
18,416
16,343
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/Lazard Mid Cap Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$21.42
$17.70
$12.88
$21.46
$22.40
$19.88
$18.57
$15.14
$11.94
$14.13
    End of period
$19.88
$21.42
$17.70
$12.88
$21.46
$22.40
$19.88
$18.57
$15.14
$11.94
  Accumulation units outstanding at the end of period
35,979
36,704
48,267
60,524
80,380
95,509
109,839
121,156
144,409
182,135
                     
JNL/M&G Global Basics Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.68
$12.13
$8.39
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.73
$14.68
$12.13
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,344
360
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/M&G Global Leaders Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.55
$11.26
$8.32
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.92
$12.55
$11.26
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
22
22
22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/Mellon Capital Management (MCM) 10 x 10 Division
                 
  Accumulation unit value:
                   
    Beginning of period
$8.63
$7.54
$6.15
$9.81
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.32
$8.63
$7.54
$6.15
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
34,181
35,340
37,706
74,429
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.59
$9.59
$6.37
$10.01
$10.47
N/A
N/A
N/A
N/A
N/A
    End of period
$12.41
$11.59
$9.59
$6.37
$10.01
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,055
3,920
3,445
3,719
365
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Bond Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.13
$11.65
$11.20
$10.98
$10.49
$10.29
$10.27
N/A
N/A
N/A
    End of period
$12.79
$12.13
$11.65
$11.20
$10.98
$10.49
$10.29
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
12,995
11,553
18,451
13,647
32,194
23,639
51,204
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Communications Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.62
$11.30
$9.15
$15.41
$15.02
$11.22
$11.28
N/A
N/A
N/A
    End of period
$12.97
$13.62
$11.30
$9.15
$15.41
$15.02
$11.22
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
558
558
2,486
4,232
4,248
2,014
454
N/A
N/A
N/A
                     
JNL/MCM Consumer Brands Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.67
$9.66
$7.38
$10.94
$12.06
$10.80
$11.25
$10.39
N/A
N/A
    End of period
$12.23
$11.67
$9.66
$7.38
$10.94
$12.06
$10.80
$11.25
N/A
N/A
  Accumulation units outstanding at the end of period
1,252
1,725
990
796
15
24
597
3,361
N/A
N/A
                     
JNL/MCM Dow Dividend Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.12
$5.55
$4.70
$9.43
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.37
$6.12
$5.55
$4.70
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
21,703
3,719
10,906
4,515
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Emerging Markets Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM European 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.98
$11.92
$8.59
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.91
$11.98
$11.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
324
369
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Financial Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.68
$5.98
$5.13
$10.56
$13.00
$11.13
$10.66
N/A
N/A
N/A
    End of period
$5.72
$6.68
$5.98
$5.13
$10.56
$13.00
$11.13
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
7,653
7,594
9,886
9,590
5,737
3,400
3,269
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Global Alpha Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.26
$9.84
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.38
$10.26
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Healthcare Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.26
$11.02
$9.26
$12.26
$11.59
$11.09
$10.48
$10.29
N/A
N/A
    End of period
$12.28
$11.26
$11.02
$9.26
$12.26
$11.59
$11.09
$10.48
N/A
N/A
  Accumulation units outstanding at the end of period
6,469
5,767
6,859
6,843
9,191
8,333
8,864
2,646
N/A
N/A
                     
JNL/MCM Index 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.57
$8.40
$6.82
$9.89
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.21
$9.57
$8.40
$6.82
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
17,731
17,752
24,099
22,972
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM International Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.11
$12.48
$9.82
$17.48
$16.10
$13.04
$11.70
N/A
N/A
N/A
    End of period
$11.32
$13.11
$12.48
$9.82
$17.48
$16.10
$13.04
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,819
10,007
8,943
15,500
23,884
13,612
10,429
N/A
N/A
N/A
                     
JNL/MCM JNL 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.04
$8.72
$7.14
$12.63
$12.66
$10.83
N/A
N/A
N/A
N/A
    End of period
$9.67
$10.04
$8.72
$7.14
$12.63
$12.66
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
94,804
111,913
149,301
188,667
260,947
338,656
N/A
N/A
N/A
N/A
                     
JNL/MCM JNL Optimized 5 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.62
$8.60
$6.35
$11.97
$10.72
N/A
N/A
N/A
N/A
N/A
    End of period
$8.53
$9.62
$8.60
$6.35
$11.97
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
5,332
6,479
8,548
6,791
2,932
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM Nasdaq 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.03
$7.83
$5.94
$10.32
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.05
$9.03
$7.83
$5.94
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,003
-
6,148
1,078
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM NYSE International 25 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.27
$8.22
$6.14
$11.55
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$6.19
$8.27
$8.22
$6.14
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
219
-
7,932
1,076
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Oil & Gas Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$24.83
$21.19
$17.94
$29.36
$22.06
$18.57
$13.80
$10.52
N/A
N/A
    End of period
$25.22
$24.83
$21.19
$17.94
$29.36
$22.06
$18.57
$13.80
N/A
N/A
  Accumulation units outstanding at the end of period
11,369
20,585
19,378
23,549
22,539
19,893
13,412
7,423
N/A
N/A
                     
JNL/MCM Pacific Rim 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.97
$11.68
$9.56
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$12.52
$12.97
$11.68
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
330
376
3,952
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 24 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$8.71
$7.60
$6.50
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.99
$8.71
$7.60
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
-
2,359
6,270
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM S&P 400 MidCap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$14.62
$11.81
$8.70
$14.17
$13.41
$12.43
$11.28
N/A
N/A
N/A
    End of period
$14.08
$14.62
$11.81
$8.70
$14.17
$13.41
$12.43
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,717
4,519
6,239
7,013
17,141
17,192
12,553
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM S&P 500 Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.19
$9.94
$8.02
$13.08
$12.68
$11.20
$10.91
N/A
N/A
N/A
    End of period
$11.17
$11.19
$9.94
$8.02
$13.08
$12.68
$11.20
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
109,307
117,023
115,336
15,325
30,753
21,965
19,267
N/A
N/A
N/A
                     
JNL/MCM S&P SMid 60 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.44
$9.63
$6.06
$8.83
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.39
$11.44
$9.63
$6.06
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
9,843
4,882
8,906
1,118
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Select Small-Cap Division
                   
  Accumulation unit value:
                   
    Beginning of period
$5.99
$5.29
$5.12
$8.69
$9.86
N/A
N/A
N/A
N/A
N/A
    End of period
$5.97
$5.99
$5.29
$5.12
$8.69
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
17,558
1,679
7,553
5,228
2,779
N/A
N/A
N/A
N/A
N/A
                     
JNL/MCM Small Cap Index Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.11
$10.55
$8.42
$13.16
$13.66
$11.82
$11.53
N/A
N/A
N/A
    End of period
$12.34
$13.11
$10.55
$8.42
$13.16
$13.66
$11.82
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
41,072
48,768
59,795
5,785
10,744
11,284
8,054
N/A
N/A
N/A
                     
JNL/MCM Technology Sector Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.73
$11.54
$7.16
$12.87
$11.42
$10.62
N/A
N/A
N/A
N/A
    End of period
$12.48
$12.73
$11.54
$7.16
$12.87
$11.42
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,024
2,426
8,090
3,969
11,178
7,569
N/A
N/A
N/A
N/A
                     
JNL/MCM Value Line 30 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$6.99
$5.80
$5.14
$9.94
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$5.29
$6.99
$5.80
$5.14
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,170
2,255
10,171
2,653
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/MCM VIP Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.26
$9.05
$7.42
$13.18
$12.10
$10.97
N/A
N/A
N/A
N/A
    End of period
$9.72
$10.26
$9.05
$7.42
$13.18
$12.10
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
265
265
1,316
3,291
34,853
81,778
N/A
N/A
N/A
N/A
                     
JNL/Oppenheimer Global Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.66
$12.04
$8.78
$15.09
$14.43
$12.54
$11.21
$9.66
$6.99
$9.15
    End of period
$12.33
$13.66
$12.04
$8.78
$15.09
$14.43
$12.54
$11.21
$9.66
$6.99
  Accumulation units outstanding at the end of period
22,870
26,870
42,461
47,045
57,975
70,084
83,669
79,490
62,279
96,900
                     
JNL/PAM Asia ex-Japan Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.87
$9.25
$5.55
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.42
$10.87
$9.25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
4,257
7,938
9,042
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PAM China-India Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.19
$9.73
$5.43
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$7.94
$11.19
$9.73
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,980
2,532
5,684
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Real Return Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.63
$11.92
$10.34
$10.92
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$13.88
$12.63
$11.92
$10.34
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
23,945
27,429
22,332
30,742
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PIMCO Total Return Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.39
$16.44
$14.47
$14.66
$13.77
$13.52
$13.44
$13.08
$12.69
$11.85
    End of period
$17.93
$17.39
$16.44
$14.47
$14.66
$13.77
$13.52
$13.44
$13.08
$12.69
  Accumulation units outstanding at the end of period
107,310
126,348
115,219
135,440
157,121
167,097
191,221
230,163
271,187
334,558
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/PPM America Floating Rate Income Division
                   
  Accumulation unit value:
                   
    Beginning of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America High Yield Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$15.96
$14.03
$9.75
$14.31
$14.72
$13.54
$13.53
$12.71
$10.27
$9.87
    End of period
$16.43
$15.96
$14.03
$9.75
$14.31
$14.72
$13.54
$13.53
$12.71
$10.27
  Accumulation units outstanding at the end of period
30,457
38,488
42,249
43,909
57,817
76,937
105,109
133,224
161,067
134,914
                     
JNL/PPM America Mid Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.40
$8.16
$5.63
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.47
$10.40
$8.16
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
896
4,266
846
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Small Cap Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.33
$8.22
$6.24
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.34
$10.33
$8.22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,070
3,772
764
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/PPM America Value Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.85
$8.53
$6.00
$11.55
$12.44
$11.19
$10.84
N/A
N/A
N/A
    End of period
$9.18
$9.85
$8.53
$6.00
$11.55
$12.44
$11.19
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
2,361
3,678
4,332
4,774
6,499
2,448
4,611
N/A
N/A
N/A
                     
JNL/Red Rocks Listed Private Equity Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.16
$8.17
$5.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$8.19
$10.16
$8.17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,433
4,269
5,088
N/A
N/A
N/A
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P 4 Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.42
$9.31
$6.67
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$10.85
$10.42
$9.31
$6.67
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,556
3,827
2,412
1,780
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Competitive Advantage Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.82
$9.77
$6.88
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.76
$10.82
$9.77
$6.88
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
11,043
5,508
6,303
1,494
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Dividend Income & Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.05
$8.64
$7.11
$9.76
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.11
$10.05
$8.64
$7.11
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
12,238
5,963
8,258
8,998
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Intrinsic Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.87
$9.66
$6.25
$9.91
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$11.39
$10.87
$9.66
$6.25
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,167
4,141
4,396
1,416
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Aggressive Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.83
$11.14
$8.64
$14.44
$13.45
$11.83
$11.09
N/A
N/A
N/A
    End of period
$12.01
$12.83
$11.14
$8.64
$14.44
$13.45
$11.83
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
63,015
75,031
93,099
110,506
139,572
163,500
221,509
N/A
N/A
N/A
                     
JNL/S&P Managed Conservative Division
                   
  Accumulation unit value:
                   
    Beginning of period
$11.60
$10.85
$9.71
$11.45
$10.95
$10.32
N/A
N/A
N/A
N/A
    End of period
$11.77
$11.60
$10.85
$9.71
$11.45
$10.95
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,079
3,145
1,813
2,423
1,243
3,785
N/A
N/A
N/A
N/A
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/S&P Managed Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.75
$11.17
$8.86
$13.94
$13.04
$11.61
$10.99
N/A
N/A
N/A
    End of period
$12.15
$12.75
$11.17
$8.86
$13.94
$13.04
$11.61
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
199,898
220,348
253,850
312,382
435,154
564,312
670,711
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.08
$11.03
$9.46
$12.21
$11.52
$10.61
N/A
N/A
N/A
N/A
    End of period
$11.98
$12.08
$11.03
$9.46
$12.21
$11.52
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
29,111
30,787
72,992
100,666
4,873
3,633
N/A
N/A
N/A
N/A
                     
JNL/S&P Managed Moderate Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.92
$11.60
$9.56
$13.40
$12.54
$11.36
$10.86
N/A
N/A
N/A
    End of period
$12.55
$12.92
$11.60
$9.56
$13.40
$12.54
$11.36
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
149,507
156,799
181,019
226,936
273,137
342,319
435,300
N/A
N/A
N/A
                     
JNL/S&P Total Yield Division
                   
  Accumulation unit value:
                   
    Beginning of period
$9.69
$8.95
$6.37
$10.06
N/A
N/A
N/A
N/A
N/A
N/A
    End of period
$9.02
$9.69
$8.95
$6.37
N/A
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
1,289
7,806
1,453
1,400
N/A
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Established Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.60
$10.97
$7.77
$13.82
$12.76
$11.41
$10.93
N/A
N/A
N/A
    End of period
$12.24
$12.60
$10.97
$7.77
$13.82
$12.76
$11.41
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
80,111
91,756
101,030
121,006
158,509
174,922
183,485
N/A
N/A
N/A
                     
JNL/T.Rowe Price Mid-Cap Growth Division
                   
  Accumulation unit value:
                   
    Beginning of period
$17.67
$14.05
$9.73
$16.66
$14.45
$13.75
$12.25
$10.55
$7.74
$10.08
    End of period
$17.12
$17.67
$14.05
$9.73
$16.66
$14.45
$13.75
$12.25
$10.55
$7.74
  Accumulation units outstanding at the end of period
79,399
90,977
100,016
125,292
159,754
199,057
205,859
255,774
261,758
244,846
                     
Investment Divisions
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
 
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
JNL/T.Rowe Price Short-Term Bond Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.42
$10.29
$9.72
$10.51
$10.20
N/A
N/A
N/A
N/A
N/A
    End of period
$10.40
$10.42
$10.29
$9.72
$10.51
N/A
N/A
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
8,948
11,748
36,110
7,634
28,288
N/A
N/A
N/A
N/A
N/A
                     
JNL/T.Rowe Price Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$12.42
$10.89
$8.08
$13.79
$13.91
$11.78
$11.28
N/A
N/A
N/A
    End of period
$11.96
$12.42
$10.89
$8.08
$13.79
$13.91
$11.78
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
26,386
31,148
29,395
50,653
39,414
17,909
12,843
N/A
N/A
N/A
                     
JNL/WMC Balanced Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.32
$12.22
$10.38
$13.31
$12.59
$11.26
$10.87
N/A
N/A
N/A
    End of period
$13.53
$13.32
$12.22
$10.38
$13.31
$12.59
$11.26
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
61,215
72,511
92,796
117,977
156,425
191,385
201,052
N/A
N/A
N/A
                     
JNL/WMC Money Market Division
                   
  Accumulation unit value:
                   
    Beginning of period
$10.71
$10.89
$11.05
$10.99
$10.67
$10.38
$10.27
$10.36
$10.49
$10.55
    End of period
$10.53
$10.71
$10.89
$11.05
$10.99
$10.67
$10.38
$10.27
$10.36
$10.49
  Accumulation units outstanding at the end of period
37,231
44,034
88,672
136,320
44,410
44,691
67,273
55,047
941,956
167,314
                     
JNL/WMC Value Division
                   
  Accumulation unit value:
                   
    Beginning of period
$13.71
$12.26
$10.06
$15.34
$14.46
$12.16
$11.43
N/A
N/A
N/A
    End of period
$13.21
$13.71
$12.26
$10.06
$15.34
$14.46
$12.16
N/A
N/A
N/A
  Accumulation units outstanding at the end of period
3,974
8,196
6,820
6,836
8,608
8,379
1,885
N/A
N/A
N/A



 
 
 
 
 
 

 

Jackson National Separate Account V
 
 
 
 
 
 
 





 
 
 
 
 
 
 

Financial Statements

December 31, 2011
 
 
 
 
 
 

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL Disciplined
Growth
Portfolio
   
JNL Disciplined
Moderate
Portfolio
   
JNL Disciplined
Moderate
Growth Portfolio
   
JNL Institutional
Alt 20
Portfolio
   
JNL Institutional
Alt 35
Portfolio
   
JNL Institutional
Alt 50
Portfolio
   
JNL Institutional
Alt 65
Portfolio
   
JNL/American
Funds Blue Chip
Income and
Growth Portfolio
   
JNL/American
Funds Global
Bond Portfolio
   
JNL/American
Funds Global
Small Capitalization
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 40,701     $ 70,393     $ 244,231     $ 240,582     $ 68,116     $ 12,320     $ 75,424     $ 1,445     $ 58,497     $ 15,597  
Receivables:
                                                                               
   Investment securities sold
    2       3       11       10       3       1       3       -       2       1  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    40,703       70,396       244,242       240,592       68,119       12,321       75,427       1,445       58,499       15,598  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       -       -       -       -       -       -       -       -       -  
   Insurance fees due to Jackson
    2       3       11       10       3       1       3       -       2       1  
Total liabilities
    2       3       11       10       3       1       3       -       2       1  
Net assets (Note 7)
  $ 40,701     $ 70,393     $ 244,231     $ 240,582     $ 68,116     $ 12,320     $ 75,424     $ 1,445     $ 58,497     $ 15,597  
                                                                                 
                                                                                 
(a)  Investment shares
    4,982       7,183       27,380       17,408       4,747       841       5,012       141       5,406       1,743  
       Investments at cost
  $ 49,611     $ 70,475     $ 230,084     $ 224,091     $ 59,410     $ 12,880     $ 76,592     $ 1,467     $ 58,472     $ 16,348  
 
See notes to the financial statements.
 
 
Page 1

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/American
Funds
Growth-Income
Portfolio
   
JNL/American
Funds
International
Portfolio
   
JNL/American
Funds New
World Portfolio
   
JNL/BlackRock
Commodity
Securities
Portfolio
   
JNL/BlackRock
Global Allocation
Portfolio
   
JNL/Brookfield
Global
Infrastructure
Portfolio
   
JNL/Capital
Guardian Global
Balanced
Portfolio
   
JNL/Capital
Guardian Global
Diversified
Research Portfolio
   
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
   
JNL/Eagle
Core Equity
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 26,203     $ 69,119     $ 42,563     $ 269,071     $ 238,802     $ -     $ 216,666     $ 1,077,834     $ 2,056,099     $ 1,606,776  
Receivables:
                                                                               
   Investment securities sold
    1       3       2       11       11       -       9       46       87       543  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    26,204       69,122       42,565       269,082       238,813       -       216,675       1,077,880       2,056,186       1,607,319  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       -       -       -       -       -       -       -       -       475  
   Insurance fees due to Jackson
    1       3       2       11       11       -       9       46       87       68  
Total liabilities
    1       3       2       11       11       -       9       46       87       543  
Net assets (Note 7)
  $ 26,203     $ 69,119     $ 42,563     $ 269,071     $ 238,802     $ -     $ 216,666     $ 1,077,834     $ 2,056,099     $ 1,606,776  
                                                                                 
                                                                                 
(a)  Investment shares
    2,576       7,488       4,392       26,509       24,097       -       24,155       49,059       96,621       222,237  
       Investments at cost
  $ 25,144     $ 78,007     $ 48,090     $ 271,026     $ 248,233     $ -     $ 225,596     $ 1,253,261     $ 1,996,094     $ 2,057,777  
 
See notes to the financial statements.
 
 
Page 2

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/Eagle
SmallCap Equity
Portfolio
   
JNL/Franklin
Templeton Founding
Strategy Portfolio
   
JNL/Franklin
Templeton
Global Growth
Portfolio
   
JNL/Franklin
Templeton Global
Multisector Bond
Portfolio
   
JNL/Franklin
Templeton
Income Portfolio
   
JNL/Franklin
Templeton Inter-
national Small Cap
Growth Portfolio
   
JNL/Franklin
Templeton Mutual
Shares Portfolio
   
JNL/Franklin
Templeton
Small Cap
Value Portfolio
   
JNL/
Goldman Sachs
Core Plus
Bond Portfolio
   
JNL/Goldman
Sachs Emerging
Markets Debt
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 833,591     $ 199,413     $ 66,974     $ -     $ 711,865     $ 167,384     $ 379,007     $ 176,457     $ 1,537,817     $ 82,738  
Receivables:
                                                                               
   Investment securities sold
    35       9       3       -       32       7       17       7       686       4  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    833,626       199,422       66,977       -       711,897       167,391       379,024       176,464       1,538,503       82,742  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       -       -       -       -       -       -       -       621       -  
   Insurance fees due to Jackson
    35       9       3       -       32       7       17       7       65       4  
Total liabilities
    35       9       3       -       32       7       17       7       686       4  
Net assets (Note 7)
  $ 833,591     $ 199,413     $ 66,974     $ -     $ 711,865     $ 167,384     $ 379,007     $ 176,457     $ 1,537,817     $ 82,738  
                                                                                 
                                                                                 
(a)  Investment shares
    41,349       23,242       8,906       -       71,616       24,294       46,108       16,507       125,844       6,878  
       Investments at cost
  $ 858,148     $ 206,623     $ 69,292     $ -     $ 668,689     $ 185,572     $ 375,920     $ 155,420     $ 1,489,024     $ 88,702  
 
See notes to the financial statements.
 
 
Page 3

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
   
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio
   
JNL/Invesco
Global Real Estate
Portfolio
   
JNL/Invesco
International
Growth Portfolio
   
JNL/Invesco
Large Cap
Growth Portfolio
   
JNL/Invesco
Small Cap
Growth Portfolio
   
JNL/Ivy
Asset Strategy
Portfolio
   
JNL/JPMorgan
International
Value Portfolio
   
JNL/JPMorgan
MidCap Growth
Portfolio
   
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 128,898     $ 44,567     $ 231,626     $ 959,587     $ 352,717     $ 68,258     $ 119,218     $ 1,111,318     $ 611,281     $ 638,877  
Receivables:
                                                                               
   Investment securities sold
    5       2       10       334       15       3       5       47       26       28  
   Sub-account units sold
    -       -       -       -       -       -       -       54       -       -  
Total assets
    128,903       44,569       231,636       959,921       352,732       68,261       119,223       1,111,419       611,307       638,905  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       54       -       -  
   Sub-account units redeemed
    -       -       -       294       -       -       -       -       -       -  
   Insurance fees due to Jackson
    5       2       10       40       15       3       5       47       26       28  
Total liabilities
    5       2       10       334       15       3       5       101       26       28  
Net assets (Note 7)
  $ 128,898     $ 44,567     $ 231,626     $ 959,587     $ 352,717     $ 68,258     $ 119,218     $ 1,111,318     $ 611,281     $ 638,877  
                                                                                 
                                                                                 
(a)  Investment shares
    13,483       6,097       29,887       100,375       30,070       5,439       11,290       175,011       32,446       45,962  
       Investments at cost
  $ 135,381     $ 47,806     $ 266,133     $ 980,479     $ 376,727     $ 73,668     $ 119,266     $ 1,347,172     $ 604,819     $ 634,195  
 
See notes to the financial statements.
 
Page 4

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/Lazard
Emerging Markets
Portfolio
   
JNL/Lazard
Mid Cap
Equity Portfolio
   
JNL/M&G
Global Basics
Portfolio
   
JNL/M&G
Global Leaders
Portfolio
   
JNL/MCM
10 x 10
Portfolio
   
JNL/MCM
25 Portfolio
   
JNL/MCM
Bond Index
Portfolio
   
JNL/MCM
Communications
Sector Portfolio
   
JNL/MCM
Consumer Brands
Sector Portfolio
   
JNL/MCM
Dow Dividend
Portfolio
 
Assets
                                                             
Investments, at value (a)
  $ 629,854     $ 1,613,584     $ 118,904     $ 1,755     $ 334,016     $ 122,159     $ 303,321     $ 67,340     $ 26,623     $ 187,775  
Receivables:
                                                                               
   Investment securities sold
    27       227       5       -       15       5       13       3       1       8  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    629,881       1,613,811       118,909       1,755       334,031       122,164       303,334       67,343       26,624       187,783  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       158       -       -       -       -       -       -       -       -  
   Insurance fees due to Jackson
    27       69       5       -       15       5       13       3       1       8  
Total liabilities
    27       227       5       -       15       5       13       3       1       8  
Net assets (Note 7)
  $ 629,854     $ 1,613,584     $ 118,904     $ 1,755     $ 334,016     $ 122,159     $ 303,321     $ 67,340     $ 26,623     $ 187,775  
                                                                                 
                                                                                 
(a)  Investment shares
    64,075       148,581       9,042       168       42,121       9,213       25,047       20,656       2,528       27,493  
       Investments at cost
  $ 689,088     $ 1,690,882     $ 124,715     $ 1,667     $ 291,619     $ 121,639     $ 300,128     $ 83,046     $ 24,881     $ 183,033  
 
See notes to the financial statements.
 
Page 5

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/MCM
Emerging Markets
Index Portfolio
   
JNL/MCM
European 30
Portfolio
   
JNL/MCM
Financial
Sector Portfolio
   
JNL/MCM
Global Alpha
Portfolio
   
JNL/MCM
Healthcare
Sector Portfolio
   
JNL/MCM
Index 5
Portfolio
   
JNL/MCM
International
Index Portfolio
   
JNL/MCM
JNL 5
Portfolio
   
JNL/MCM
JNL Optimized
5 Portfolio
   
JNL/MCM
Nasdaq 25
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ -     $ 7,939     $ 58,169     $ -     $ 188,400     $ 163,622     $ 281,158     $ 2,710,710     $ 94,560     $ 28,204  
Receivables:
                                                                               
   Investment securities sold
    -       -       3       -       51       7       12       115       4       1  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    -       7,939       58,172       -       188,451       163,629       281,170       2,710,825       94,564       28,205  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       -       -       -       43       -       -       -       -       -  
   Insurance fees due to Jackson
    -       -       3       -       8       7       12       115       4       1  
Total liabilities
    -       -       3       -       51       7       12       115       4       1  
Net assets (Note 7)
  $ -     $ 7,939     $ 58,169     $ -     $ 188,400     $ 163,622     $ 281,158     $ 2,710,710     $ 94,560     $ 28,204  
                                                                                 
                                                                                 
(a)  Investment shares
    -       807       9,367       -       15,096       17,575       26,474       329,369       12,046       2,417  
       Investments at cost
  $ -     $ 8,913     $ 63,434     $ -     $ 172,695     $ 151,930     $ 360,593     $ 3,319,051     $ 122,465     $ 28,353  
 
See notes to the financial statements.
 
Page 6

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/MCM
NYSE International
25 Portfolio
   
JNL/MCM
Oil & Gas
Sector Portfolio
   
JNL/MCM
Pacific Rim 30
Portfolio
   
JNL/MCM
S&P 24
Portfolio
   
JNL/MCM
S&P 400 MidCap
Index Portfolio
   
JNL/MCM
S&P 500
Index Portfolio
   
JNL/MCM
S&P SMid
60 Portfolio
   
JNL/MCM
Select Small-Cap
Portfolio
   
JNL/MCM
Small Cap
Index Portfolio
   
JNL/MCM
Technology
Sector Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 10,550     $ 933,150     $ 4,136     $ 262     $ 163,203     $ 2,845,808     $ 118,192     $ 271,810     $ 1,665,813     $ 72,040  
Receivables:
                                                                               
   Investment securities sold
    -       238       -       -       7       122       5       12       230       3  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    10,550       933,388       4,136       262       163,210       2,845,930       118,197       271,822       1,666,043       72,043  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       198       -       -       -       -       -       -       159       -  
   Insurance fees due to Jackson
    -       40       -       -       7       122       5       12       71       3  
Total liabilities
    -       238       -       -       7       122       5       12       230       3  
Net assets (Note 7)
  $ 10,550     $ 933,150     $ 4,136     $ 262     $ 163,203     $ 2,845,808     $ 118,192     $ 271,810     $ 1,665,813     $ 72,040  
                                                                                 
                                                                                 
(a)  Investment shares
    1,936       34,019       348       25       12,750       271,547       11,902       24,443       144,101       10,248  
       Investments at cost
  $ 13,905     $ 921,618     $ 4,245     $ 188     $ 171,202     $ 2,264,915     $ 117,296     $ 273,060     $ 1,361,048     $ 64,610  
 
See notes to the financial statements.
 
Page 7

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/MCM
Value Line 30
Portfolio
   
JNL/MCM
VIP Portfolio
   
JNL/
Oppenheimer
Global Growth
Portfolio
   
JNL/PAM
Asia ex-Japan
Portfolio
   
JNL/PAM
China-India
Portfolio
   
JNL/PIMCO
Real Return
Portfolio
   
JNL/PIMCO
Total Return
Bond Portfolio
   
JNL/PPM
America Floating
Rate Income
Portfolio
   
JNL/
PPM America
High Yield
Bond Portfolio
   
JNL/
PPM America
Mid Cap Value
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 29,422     $ 308,173     $ 1,360,759     $ 76,403     $ 26,094     $ 804,886     $ 5,737,569     $ -     $ 1,403,048     $ 10,530  
Receivables:
                                                                               
   Investment securities sold
    1       13       354       3       1       34       1,013       -       218       -  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    29,423       308,186       1,361,113       76,406       26,095       804,920       5,738,582       -       1,403,266       10,530  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       -       297       -       -       -       769       -       158       -  
   Insurance fees due to Jackson
    1       13       57       3       1       34       244       -       60       -  
Total liabilities
    1       13       354       3       1       34       1,013       -       218       -  
Net assets (Note 7)
  $ 29,422     $ 308,173     $ 1,360,759     $ 76,403     $ 26,094     $ 804,886     $ 5,737,569     $ -     $ 1,403,048     $ 10,530  
                                                                                 
                                                                                 
(a)  Investment shares
    2,907       46,552       142,488       10,837       4,334       62,735       456,813       -       215,522       1,077  
       Investments at cost
  $ 30,729     $ 361,344     $ 1,453,714     $ 90,684     $ 30,849     $ 767,541     $ 5,530,827     $ -     $ 1,385,748     $ 9,826  
 
See notes to the financial statements.
 
Page 8

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
 
JNL/
PPM America
Small Cap Value
Portfolio
   
JNL/
PPM America
Value Equity
Portfolio
   
JNL/
Red Rocks Listed
Private Equity
Portfolio
   
JNL/S&P 4
Portfolio
   
JNL/S&P
Competitive
Advantage
Portfolio
   
JNL/S&P
Dividend Income
& Growth
Portfolio
   
JNL/S&P
Intrinsic Value
Portfolio
   
JNL/
S&P Managed
Aggressive
Growth Portfolio
   
JNL/
S&P Managed
Conservative
Portfolio
   
JNL/
S&P Managed
Growth Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 90,733     $ 29,766     $ 45,916     $ 129,861     $ 180,350     $ 259,605     $ 44,472     $ 2,951,656     $ 582,346     $ 6,914,118  
Receivables:
                                                                               
   Investment securities sold
    4       1       2       5       8       11       2       124       24       294  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    90,737       29,767       45,918       129,866       180,358       259,616       44,474       2,951,780       582,370       6,914,412  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       -       -       -       -       -       -       -       -       -  
   Insurance fees due to Jackson
    4       1       2       5       8       11       2       124       24       294  
Total liabilities
    4       1       2       5       8       11       2       124       24       294  
Net assets (Note 7)
  $ 90,733     $ 29,766     $ 45,916     $ 129,861     $ 180,350     $ 259,605     $ 44,472     $ 2,951,656     $ 582,346     $ 6,914,118  
                                                                                 
                                                                                 
(a)  Investment shares
    10,789       2,620       6,333       11,892       16,470       24,262       4,492       256,443       53,134       646,179  
       Investments at cost
  $ 97,887     $ 29,530     $ 56,551     $ 107,678     $ 179,634     $ 221,911     $ 46,988     $ 2,802,709     $ 573,595     $ 7,145,783  
 
See notes to the financial statements.
 
Page 9

 
 
Jackson National Separate Account V
Statements of Assets and Liabilities
December 31, 2011
 
   
JNL/
S&P Managed
Moderate
Portfolio
   
JNL/
S&P Managed
Moderate
Growth Portfolio
   
JNL/S&P
Total Yield
Portfolio
   
JNL/T. Rowe
Price Established
Growth Portfolio
   
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
   
JNL/T. Rowe
Price Short-Term
Bond Portfolio
   
JNL/T. Rowe
Price Value
Portfolio
   
JNL/WMC
Balanced
Portfolio
   
JNL/WMC
Money Market
Portfolio
   
JNL/WMC
Value
Portfolio
 
Assets
                                                           
Investments, at value (a)
  $ 719,855     $ 6,780,883     $ 17,461     $ 3,195,758     $ 3,941,944     $ 260,786     $ 1,160,739     $ 2,889,353     $ 1,111,284     $ 403,466  
Receivables:
                                                                               
   Investment securities sold
    31       1,383       1       291       168       11       49       124       47       17  
   Sub-account units sold
    -       -       -       -       -       -       -       -       -       -  
Total assets
    719,886       6,782,266       17,462       3,196,049       3,942,112       260,797       1,160,788       2,889,477       1,111,331       403,483  
                                                                                 
Liabilities
                                                                               
Payables:
                                                                               
   Investment securities purchased
    -       -       -       -       -       -       -       -       -       -  
   Sub-account units redeemed
    -       1,097       -       156       -       -       -       2       -       -  
   Insurance fees due to Jackson
    31       286       1       135       168       11       49       122       47       17  
Total liabilities
    31       1,383       1       291       168       11       49       124       47       17  
Net assets (Note 7)
  $ 719,855     $ 6,780,883     $ 17,461     $ 3,195,758     $ 3,941,944     $ 260,786     $ 1,160,739     $ 2,889,353     $ 1,111,284     $ 403,466  
                                                                                 
                                                                                 
(a)  Investment shares
    64,388       601,676       2,016       152,397       146,759       26,315       110,863       171,883       1,111,284       23,973  
       Investments at cost
  $ 654,088     $ 6,842,806     $ 19,853     $ 2,838,898     $ 3,882,658     $ 260,427     $ 1,283,754     $ 2,773,434     $ 1,111,284     $ 430,184  
 
See notes to the financial statements.
 
Page 10

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
 
JNL Disciplined
Growth
Portfolio
   
JNL Disciplined
Moderate
Portfolio
   
JNL Disciplined
Moderate
Growth Portfolio
   
JNL Institutional
Alt 20
Portfolio
   
JNL Institutional
Alt 35
Portfolio
   
JNL Institutional
Alt 50
Portfolio
   
JNL Institutional
Alt 65
Portfolio
   
JNL/American
Funds Blue Chip
Income and
Growth Portfolio
   
JNL/American
Funds Global
Bond Portfolio
   
JNL/American
Funds Global
Small Capitalization
Portfolio
 
Investment income
                                                           
   Dividends
  $ 411     $ 859     $ 2,498     $ 2,114     $ 528     $ 88     $ 534     $ 7     $ 411     $ 91  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    666       1,269       4,097       6,848       1,155       220       1,251       15       946       411  
Total expenses
    666       1,269       4,097       6,848       1,155       220       1,251       15       946       411  
Net investment income (loss)
    (255 )     (410 )     (1,599 )     (4,734 )     (627 )     (132 )     (717 )     (8 )     (535 )     (320 )
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    -       -       -       199       74       15       205       -       26       15  
   Investments
    (710 )     311       1,848       11,196       2,481       287       786       (59 )     1,588       703  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (852 )     (1,286 )     (6,095 )     (40,598 )     (5,989 )     (874 )     (8,351 )     (22 )     (80 )     (5,104 )
Net realized and unrealized gain (loss)
    (1,562 )     (975 )     (4,247 )     (29,203 )     (3,434 )     (572 )     (7,360 )     (81 )     1,534       (4,386 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (1,817 )   $ (1,385 )   $ (5,846 )   $ (33,937 )   $ (4,061 )   $ (704 )   $ (8,077 )   $ (89 )   $ 999     $ (4,706 )
 
See notes to the financial statements.
 
Page 11

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/American
 
Funds
Growth-Income
Portfolio
   
JNL/American
Funds
International
Portfolio
   
JNL/American
Funds New
World Portfolio
   
JNL/BlackRock
Commodity
Securities
Portfolio
   
JNL/BlackRock
Global Allocation
Portfolio
   
JNL/Brookfield
Global
Infrastructure
Portfolio(a)
   
JNL/Capital
Guardian Global
Balanced
Portfolio
   
JNL/Capital
Guardian Global
Diversified
Research Portfolio
   
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
   
JNL/Eagle
Core Equity
Portfolio
 
Investment income
                                                           
   Dividends
  $ 161     $ 502     $ 230     $ 2,162     $ 1,079     $ -     $ 2,377     $ 10,687     $ 6,803     $ 8,624  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    462       1,096       862       5,000       4,134       -       3,916       18,805       33,051       27,165  
Total expenses
    462       1,096       862       5,000       4,134       -       3,916       18,805       33,051       27,165  
Net investment income (loss)
    (301 )     (594 )     (632 )     (2,838 )     (3,055 )     -       (1,539 )     (8,118 )     (26,248 )     (18,541 )
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    -       51       -       -       2       -       -       -       -       -  
   Investments
    654       (1,945 )     (4,016 )     26,912       190       -       2,620       (32,696 )     17,694       (66,160 )
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (1,429 )     (9,112 )     (6,752 )     (59,758 )     (10,765 )     -       (14,333 )     (29,373 )     (7,218 )     50,893  
Net realized and unrealized gain (loss)
    (775 )     (11,006 )     (10,768 )     (32,846 )     (10,573 )     -       (11,713 )     (62,069 )     10,476       (15,267 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (1,076 )   $ (11,600 )   $ (11,400 )   $ (35,684 )   $ (13,628 )   $ -     $ (13,252 )   $ (70,187 )   $ (15,772 )   $ (33,808 )
 
(a) Commencement of operations December 12, 2011.
 
See notes to the financial statements.
 
Page 12

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
 
JNL/Eagle
SmallCap Equity
Portfolio
   
JNL/Franklin
Templeton Founding
Strategy Portfolio
   
JNL/Franklin
Templeton
Global Growth
Portfolio
   
JNL/Franklin
Templeton Global
Multisector Bond
Portfolio(a)
   
JNL/Franklin
Templeton
Income Portfolio
   
JNL/Franklin
Templeton Inter-
national Small Cap
Growth Portfolio
   
JNL/Franklin
Templeton Mutual
Shares Portfolio
   
JNL/Franklin
Templeton
Small Cap
Value Portfolio
   
JNL/
Goldman Sachs
Core Plus
Bond Portfolio
   
JNL/Goldman
Sachs Emerging
Markets Debt
Portfolio
 
Investment income
                                                           
   Dividends
  $ -     $ 3,096     $ 469     $ -     $ 27,853     $ 2,691     $ 7,349     $ 463     $ 29,709     $ 5,430  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    7,628       3,579       3,468       -       9,989       2,119       10,024       4,436       25,775       2,101  
Total expenses
    7,628       3,579       3,468       -       9,989       2,119       10,024       4,436       25,775       2,101  
Net investment income (loss)
    (7,628 )     (483 )     (2,999 )     -       17,864       572       (2,675 )     (3,973 )     3,934       3,329  
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    46,755       -       -       -       -       -       -       -       53,421       2,656  
   Investments
    129,953       3,049       (8,116 )     -       20,946       (17 )     (7,310 )     35,968       43,017       10,703  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (102,228 )     (5,201 )     (9,385 )     -       (22,335 )     (25,914 )     (20,643 )     (71,554 )     (25,052 )     (25,085 )
Net realized and unrealized gain (loss)
    74,480       (2,152 )     (17,501 )     -       (1,389 )     (25,931 )     (27,953 )     (35,586 )     71,386       (11,726 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ 66,852     $ (2,635 )   $ (20,500 )   $ -     $ 16,475     $ (25,359 )   $ (30,628 )   $ (39,559 )   $ 75,320     $ (8,397 )
 
(a) Commencement of operations December 12, 2011.
 
See notes to the financial statements.
 
Page 13

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
   
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio
   
JNL/Invesco
Global Real Estate
Portfolio
   
JNL/Invesco
International
Growth Portfolio
   
JNL/Invesco
Large Cap
Growth Portfolio
   
JNL/Invesco
Small Cap
Growth Portfolio
   
JNL/Ivy
Asset Strategy
Portfolio
   
JNL/JPMorgan
International
Value Portfolio
   
JNL/JPMorgan
MidCap Growth
Portfolio
   
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
 
Investment income
                                                           
   Dividends
  $ 791     $ 57     $ 6,422     $ 7,051     $ 576     $ -     $ 159     $ 38,293     $ -     $ 14,759  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    2,556       774       3,858       17,007       5,767       2,148       2,076       22,226       11,257       7,011  
Total expenses
    2,556       774       3,858       17,007       5,767       2,148       2,076       22,226       11,257       7,011  
Net investment income (loss)
    (1,765 )     (717 )     2,564       (9,956 )     (5,191 )     (2,148 )     (1,917 )     16,067       (11,257 )     7,748  
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    3,693       -       -       -       -       255       -       -       -       -  
   Investments
    4,917       485       (5,634 )     18,053       (14,719 )     21,930       959       (76,958 )     42,909       7,178  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (17,628 )     (5,616 )     (12,209 )     (114,168 )     (31,982 )     (28,151 )     (12,128 )     (138,064 )     (66,134 )     11,472  
Net realized and unrealized gain (loss)
    (9,018 )     (5,131 )     (17,843 )     (96,115 )     (46,701 )     (5,966 )     (11,169 )     (215,022 )     (23,225 )     18,650  
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (10,783 )   $ (5,848 )   $ (15,279 )   $ (106,071 )   $ (51,892 )   $ (8,114 )   $ (13,086 )   $ (198,955 )   $ (34,482 )   $ 26,398  
 
See notes to the financial statements.
 
Page 14

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/Lazard
Emerging Markets
Portfolio
   
JNL/Lazard
Mid Cap
Equity Portfolio
   
JNL/M&G
Global Basics
Portfolio
   
JNL/M&G
Global Leaders
Portfolio
   
JNL/MCM
10 x 10
Portfolio
   
JNL/MCM
25 Portfolio
   
JNL/MCM
Bond Index
Portfolio
   
JNL/MCM
Communications
Sector Portfolio
   
JNL/MCM
Consumer Brands
Sector Portfolio
   
JNL/MCM
Dow Dividend
Portfolio
 
Investment income
                                                             
   Dividends
  $ 7,661     $ 10,950     $ 231     $ 124     $ 4,921     $ 1,952     $ 9,002     $ 1,951     $ 61     $ 1,168  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    14,122       28,646       653       280       5,833       1,339       4,768       1,399       288       823  
Total expenses
    14,122       28,646       653       280       5,833       1,339       4,768       1,399       288       823  
Net investment income (loss)
    (6,461 )     (17,696 )     (422 )     (156 )     (912 )     613       4,234       552       (227 )     345  
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    -       -       227       1,099       -       -       3,036       -       -       -  
   Investments
    21,194       6,325       (81 )     1,461       4,204       13,908       12,070       (10,551 )     2,802       231  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (213,388 )     (110,333 )     (7,374 )     (4,899 )     (18,229 )     (12,191 )     (6,857 )     7,562       (1,993 )     2,274  
Net realized and unrealized gain (loss)
    (192,194 )     (104,008 )     (7,228 )     (2,339 )     (14,025 )     1,717       8,249       (2,989 )     809       2,505  
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (198,655 )   $ (121,704 )   $ (7,650 )   $ (2,495 )   $ (14,937 )   $ 2,330     $ 12,483     $ (2,437 )   $ 582     $ 2,850  
 
See notes to the financial statements.
 
Page 15

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/MCM
Emerging Markets
Index Portfolio(a)
   
JNL/MCM
European 30
Portfolio
   
JNL/MCM
Financial
Sector Portfolio
   
JNL/MCM
Global Alpha
Portfolio
   
JNL/MCM
Healthcare
Sector Portfolio
   
JNL/MCM
Index 5
Portfolio
   
JNL/MCM
International
Index Portfolio
   
JNL/MCM
JNL 5
Portfolio
   
JNL/MCM
JNL Optimized
5 Portfolio
   
JNL/MCM
Nasdaq 25
Portfolio
 
Investment income
                                                           
   Dividends
  $ -     $ 174     $ 499     $ -     $ 1,548     $ 1,596     $ 8,286     $ 92,786     $ 1,994     $ 19  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    -       155       1,051       -       3,208       2,787       5,537       47,720       1,729       15  
Total expenses
    -       155       1,051       -       3,208       2,787       5,537       47,720       1,729       15  
Net investment income (loss)
    -       19       (552 )     -       (1,660 )     (1,191 )     2,749       45,066       265       4  
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    -       425       -       -       -       322       -       -       -       -  
   Investments
    -       523       (2,650 )     -       3,767       316       (10,193 )     (156,314 )     (4,890 )     (49 )
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    -       (1,579 )     (8,175 )     -       14,206       (5,702 )     (33,580 )     (9,016 )     (6,994 )     (149 )
Net realized and unrealized gain (loss)
    -       (631 )     (10,825 )     -       17,973       (5,064 )     (43,773 )     (165,330 )     (11,884 )     (198 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ -     $ (612 )   $ (11,377 )   $ -     $ 16,313     $ (6,255 )   $ (41,024 )   $ (120,264 )   $ (11,619 )   $ (194 )
 
(a) Commencement of operations August 29, 2011.
 
See notes to the financial statements.
 
Page 16

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/MCM
NYSE International
25 Portfolio
   
JNL/MCM
Oil & Gas
Sector Portfolio
   
JNL/MCM
Pacific Rim 30
Portfolio
   
JNL/MCM
S&P 24
Portfolio
   
JNL/MCM
S&P 400 MidCap
Index Portfolio
   
JNL/MCM
S&P 500
Index Portfolio
   
JNL/MCM
S&P SMid
60 Portfolio
   
JNL/MCM
Select Small-Cap
Portfolio
   
JNL/MCM
Small Cap
Index Portfolio
   
JNL/MCM
Technology
Sector Portfolio
 
Investment income
                                                           
   Dividends
  $ 472     $ 7,811     $ 59     $ 1     $ 1,093     $ 50,035     $ 149     $ 1,363     $ 13,510     $ 147  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    380       18,330       103       213       3,433       48,895       1,100       1,668       30,020       1,332  
Total expenses
    380       18,330       103       213       3,433       48,895       1,100       1,668       30,020       1,332  
Net investment income (loss)
    92       (10,519 )     (44 )     (212 )     (2,340 )     1,140       (951 )     (305 )     (16,510 )     (1,185 )
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    -       -       140       -       7,796       19,990       859       -       55,535       1,654  
   Investments
    (2,137 )     (1,372 )     806       3,672       30,331       215,464       (13,048 )     2,690       244,918       11,093  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (4,892 )     7,785       (1,548 )     (5,145 )     (38,172 )     (225,014 )     (6,904 )     (9,326 )     (394,136 )     (11,600 )
Net realized and unrealized gain (loss)
    (7,029 )     6,413       (602 )     (1,473 )     (45 )     10,440       (19,093 )     (6,636 )     (93,683 )     1,147  
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (6,937 )   $ (4,106 )   $ (646 )   $ (1,685 )   $ (2,385 )   $ 11,580     $ (20,044 )   $ (6,941 )   $ (110,193 )   $ (38 )
 
See notes to the financial statements.
 
Page 17

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/MCM
Value Line 30
Portfolio
   
JNL/MCM
VIP Portfolio
   
JNL/
Oppenheimer
Global Growth
Portfolio
   
JNL/PAM
Asia ex-Japan
Portfolio
   
JNL/PAM
China-India
Portfolio
   
JNL/PIMCO
Real Return
Portfolio
   
JNL/PIMCO
Total Return
Bond Portfolio
   
JNL/PPM
America Floating
Rate Income
Portfolio
   
JNL/
PPM America
High Yield
Bond Portfolio
   
JNL/
PPM America
Mid Cap Value
Portfolio
 
Investment income
                                                           
   Dividends
  $ -     $ 4,408     $ 8,607     $ 387     $ 105     $ 6,336     $ 163,799     $ -     $ 95,283     $ 26  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    887       6,518       24,317       2,289       1,398       11,516       94,560       4       25,406       1,069  
Total expenses
    887       6,518       24,317       2,289       1,398       11,516       94,560       4       25,406       1,069  
Net investment income (loss)
    (887 )     (2,110 )     (15,710 )     (1,902 )     (1,293 )     (5,180 )     69,239       (4 )     69,877       (1,043 )
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    -       -       -       6,033       1,705       31,902       6,948       -       -       224  
   Investments
    (3,482 )     (23,532 )     23,042       13,362       (1,511 )     24,499       115,201       (9 )     64,021       4,399  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (5,216 )     1,866       (138,718 )     (53,607 )     (14,244 )     16,094       (3,515 )     -       (82,925 )     (6,844 )
Net realized and unrealized gain (loss)
    (8,698 )     (21,666 )     (115,676 )     (34,212 )     (14,050 )     72,495       118,634       (9 )     (18,904 )     (2,221 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (9,585 )   $ (23,776 )   $ (131,386 )   $ (36,114 )   $ (15,343 )   $ 67,315     $ 187,873     $ (13 )   $ 50,973     $ (3,264 )
 
See notes to the financial statements.
 
Page 18

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/
PPM America
Small Cap Value
Portfolio
   
JNL/
PPM America
Value Equity
Portfolio
   
JNL/
Red Rocks Listed
Private Equity
Portfolio
   
JNL/S&P 4
Portfolio
   
JNL/S&P
Competitive
Advantage
Portfolio
   
JNL/S&P
Dividend Income
& Growth
Portfolio
   
JNL/S&P
Intrinsic Value
Portfolio
   
JNL/
S&P Managed
Aggressive
Growth Portfolio
   
JNL/
S&P Managed
Conservative
Portfolio
   
JNL/
S&P Managed
Growth Portfolio
 
Investment income
                                                           
   Dividends
  $ 197     $ 604     $ 4,594     $ 5,982     $ 563     $ 2,865     $ 348     $ 19,525     $ 12,011     $ 48,496  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    2,137       1,112       1,105       2,166       1,140       2,124       847       55,439       9,087       131,314  
Total expenses
    2,137       1,112       1,105       2,166       1,140       2,124       847       55,439       9,087       131,314  
Net investment income (loss)
    (1,940 )     (508 )     3,489       3,816       (577 )     741       (499 )     (35,914 )     2,924       (82,818 )
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    8,044       -       1,059       553       4,975       2,899       2,748       -       7,652       33,947  
   Investments
    (5,918 )     9,239       2,685       20,908       12,648       2,710       4,138       88,392       3,129       38,405  
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (15,770 )     (11,855 )     (21,085 )     (18,159 )     (15,649 )     19,247       (5,858 )     (266,909 )     (4,350 )     (367,209 )
Net realized and unrealized gain (loss)
    (13,644 )     (2,616 )     (17,341 )     3,302       1,974       24,856       1,028       (178,517 )     6,431       (294,857 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (15,584 )   $ (3,124 )   $ (13,852 )   $ 7,118     $ 1,397     $ 25,597     $ 529     $ (214,431 )   $ 9,355     $ (377,675 )
 
See notes to the financial statements.
 
Page 19

 
 
Jackson National Separate Account V
Statements of Operations
For the Year Ended December 31, 2011
 
   
JNL/
S&P Managed
Moderate
Portfolio
   
JNL/
S&P Managed
Moderate
Growth Portfolio
   
JNL/S&P
Total Yield
Portfolio
   
JNL/T. Rowe
Price Established
Growth Portfolio
   
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
   
JNL/T. Rowe
Price Short-Term
Bond Portfolio
   
JNL/T. Rowe
Price Value
Portfolio
   
JNL/WMC
Balanced
Portfolio
   
JNL/WMC
Money Market
Portfolio
   
JNL/WMC
Value
Portfolio
 
Investment income
                                                           
   Dividends
  $ 12,893     $ 104,380     $ 190     $ -     $ 617     $ 2,790     $ 16,149     $ 30,237     $ 39     $ 4,148  
                                                                                 
Expenses
                                                                               
   Insurance Charges (Note 3)
    12,610       105,626       963       55,385       69,927       5,081       20,887       46,866       18,120       7,269  
Total expenses
    12,610       105,626       963       55,385       69,927       5,081       20,887       46,866       18,120       7,269  
Net investment income (loss)
    283       (1,246 )     (773 )     (55,385 )     (69,310 )     (2,291 )     (4,738 )     (16,629 )     (18,081 )     (3,121 )
                                                                                 
Realized and unrealized gain (loss)
                                                                               
Net realized gain (loss) on:
                                                                               
   Distributions from investment companies
    6,242       117,185       876       -       330,689       -       -       -       9       -  
   Investments
    17,128       27,504       (10,179 )     150,324       389,335       3,145       (51,119 )     21,445       -       (4,430 )
Net change in unrealized appreciation
                                                                               
   (depreciation) on investments
    (31,014 )     (327,782 )     (1,019 )     (179,939 )     (732,622 )     (713 )     (6,829 )     43,886       -       (6,265 )
Net realized and unrealized gain (loss)
    (7,644 )     (183,093 )     (10,322 )     (29,615 )     (12,598 )     2,432       (57,948 )     65,331       9       (10,695 )
                                                                                 
Net increase (decrease) in net assets
                                                                               
   from operations
  $ (7,361 )   $ (184,339 )   $ (11,095 )   $ (85,000 )   $ (81,908 )   $ 141     $ (62,686 )   $ 48,702     $ (18,072 )   $ (13,816 )
 
See notes to the financial statements.
 
Page 20

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL Disciplined
Growth
Portfolio
   
JNL Disciplined
Moderate
Portfolio
   
JNL Disciplined
Moderate
Growth Portfolio
   
JNL Institutional
Alt 20
Portfolio
   
JNL Institutional
Alt 35
Portfolio
   
JNL Institutional
Alt 50
Portfolio
   
JNL Institutional
Alt 65
Portfolio
   
JNL/American
Funds Blue Chip
Income and
Growth Portfolio
   
JNL/American
Funds Global
Bond Portfolio
   
JNL/American
Funds Global
Small Capitalization
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (255 )   $ (410 )   $ (1,599 )   $ (4,734 )   $ (627 )   $ (132 )   $ (717 )   $ (8 )   $ (535 )   $ (320 )
   Net realized gain (loss) on investments
    (710 )     311       1,848       11,395       2,555       302       991       (59 )     1,614       718  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (852 )     (1,286 )     (6,095 )     (40,598 )     (5,989 )     (874 )     (8,351 )     (22 )     (80 )     (5,104 )
Net increase (decrease) in net assets
                                                                               
   from operations
    (1,817 )     (1,385 )     (5,846 )     (33,937 )     (4,061 )     (704 )     (8,077 )     (89 )     999       (4,706 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    187       -       -       42       -       -       -       -       -       -  
   Surrenders and terminations
    (4,386 )     (18,699 )     (2,208 )     (213,958 )     (7,850 )     (4,843 )     (29,798 )     (10 )     (2,164 )     (663 )
   Transfers between portfolios
    (153 )     11,809       (13,168 )     (50,868 )     334       5,498       56,586       1,544       10,413       (12,690 )
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (24 )     (9 )     (35 )     (19 )     (83 )     (21 )     (38 )     -       (19 )     (2 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (4,376 )     (6,899 )     (15,411 )     (264,803 )     (7,599 )     634       26,750       1,534       8,230       (13,355 )
                                                                                 
Net increase (decrease) in net assets
    (6,193 )     (8,284 )     (21,257 )     (298,740 )     (11,660 )     (70 )     18,673       1,445       9,229       (18,061 )
                                                                                 
Net assets beginning of period
    46,894       78,677       265,488       539,322       79,776       12,390       56,751       -       49,268       33,658  
                                                                                 
Net assets end of period
  $ 40,701     $ 70,393     $ 244,231     $ 240,582     $ 68,116     $ 12,320     $ 75,424     $ 1,445     $ 58,497     $ 15,597  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    5,438       8,078       29,239       38,540       5,410       818       3,600       -       4,762       3,051  
                                                                                 
      Units Issued
    30       2,531       15       1,050       369       402       3,564       228       8,449       6,404  
      Units Redeemed
    (521 )     (3,315 )     (1,670 )     (21,681 )     (904 )     (355 )     (2,019 )     (83 )     (7,707 )     (7,673 )
                                                                                 
Units Outstanding at December 31, 2011
    4,947       7,294       27,584       17,909       4,875       865       5,145       145       5,504       1,782  
 
See notes to the financial statements.
 
Page 21

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/American
Funds
Growth-Income
Portfolio
   
JNL/American
Funds
International
Portfolio
   
JNL/American
Funds New
World Portfolio
   
JNL/BlackRock
Commodity
Securities
Portfolio
   
JNL/BlackRock
Global Allocation
Portfolio
   
JNL/Brookfield
Global
Infrastructure
Portfolio(a)
   
JNL/Capital
Guardian Global
Balanced
Portfolio
   
JNL/Capital
Guardian Global
Diversified
Research Portfolio
   
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
   
JNL/Eagle
Core Equity
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (301 )   $ (594 )   $ (632 )   $ (2,838 )   $ (3,055 )   $ -     $ (1,539 )   $ (8,118 )   $ (26,248 )   $ (18,541 )
   Net realized gain (loss) on investments
    654       (1,894 )     (4,016 )     26,912       192       -       2,620       (32,696 )     17,694       (66,160 )
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (1,429 )     (9,112 )     (6,752 )     (59,758 )     (10,765 )     -       (14,333 )     (29,373 )     (7,218 )     50,893  
Net increase (decrease) in net assets
                                                                               
   from operations
    (1,076 )     (11,600 )     (11,400 )     (35,684 )     (13,628 )     -       (13,252 )     (70,187 )     (15,772 )     (33,808 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       -       -       120       -       -       95       2,377       7,322       650  
   Surrenders and terminations
    (120 )     (769 )     (20,255 )     (36,698 )     (6,161 )     -       (8,296 )     (192,245 )     (276,475 )     (219,105 )
   Transfers between portfolios
    837       73,748       44,085       1,087       12,118       -       (50,333 )     64       72,489       (21,941 )
   Net annuitization transactions
    -       -       -       (788 )     -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (13 )     (7 )     (28 )     (235 )     (47 )     -       (150 )     (1,737 )     (3,406 )     (1,323 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    704       72,972       23,802       (36,514 )     5,910       -       (58,684 )     (191,541 )     (200,070 )     (241,719 )
                                                                                 
Net increase (decrease) in net assets
    (372 )     61,372       12,402       (72,198 )     (7,718 )     -       (71,936 )     (261,728 )     (215,842 )     (275,527 )
                                                                                 
Net assets beginning of period
    26,575       7,747       30,161       341,269       246,520       -       288,602       1,339,562       2,271,941       1,882,303  
                                                                                 
Net assets end of period
  $ 26,203     $ 69,119     $ 42,563     $ 269,071     $ 238,802     $ -     $ 216,666     $ 1,077,834     $ 2,056,099     $ 1,606,776  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    2,570       722       2,683       30,420       23,905       -       23,116       193,287       407,440       180,381  
                                                                                 
      Units Issued
    1,622       8,653       8,004       28,943       1,162       -       117       10,350       31,608       956  
      Units Redeemed
    (1,557 )     (1,746 )     (6,203 )     (33,079 )     (592 )     -       (4,708 )     (37,983 )     (67,144 )     (23,599 )
                                                                                 
Units Outstanding at December 31, 2011
    2,635       7,629       4,484       26,284       24,475       -       18,525       165,654       371,904       157,738  
 
(a) Commencement of operations December 12, 2011.
 
See notes to the financial statements.
 
Page 22

 

Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/Eagle
SmallCap Equity
Portfolio
   
JNL/Franklin
Templeton Founding
Strategy Portfolio
   
JNL/Franklin
Templeton
Global Growth
Portfolio
   
JNL/Franklin
Templeton Global
Multisector Bond
Portfolio(a)
   
JNL/Franklin
Templeton
Income Portfolio
   
JNL/Franklin
Templeton Inter-
national Small Cap Growth Portfolio
   
JNL/Franklin
Templeton Mutual
Shares Portfolio
   
JNL/Franklin
Templeton
Small Cap
Value Portfolio
   
JNL/
Goldman Sachs
Core Plus
Bond Portfolio
   
JNL/Goldman
Sachs Emerging
Markets Debt
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (7,628 )   $ (483 )   $ (2,999 )   $ -     $ 17,864     $ 572     $ (2,675 )   $ (3,973 )   $ 3,934     $ 3,329  
   Net realized gain (loss) on investments
    176,708       3,049       (8,116 )     -       20,946       (17 )     (7,310 )     35,968       96,438       13,359  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (102,228 )     (5,201 )     (9,385 )     -       (22,335 )     (25,914 )     (20,643 )     (71,554 )     (25,052 )     (25,085 )
Net increase (decrease) in net assets
                                                                               
   from operations
    66,852       (2,635 )     (20,500 )     -       16,475       (25,359 )     (30,628 )     (39,559 )     75,320       (8,397 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    1,387       -       24,341       -       -       -       73,152       2,496       8,492       -  
   Surrenders and terminations
    (85,534 )     (45,648 )     (59,893 )     -       (114,406 )     (33,696 )     (128,774 )     (51,739 )     (220,545 )     (49,337 )
   Transfers between portfolios
    356,686       (39,062 )     (63,863 )     -       154,946       159,579       (260,625 )     (144,915 )     5,252       (43,474 )
   Net annuitization transactions
    -       -       -       -       -       -       (2,928 )     -       (51,292 )     (849 )
   Policyholder charges (Note 3)
    (239 )     (215 )     (225 )     -       (428 )     (111 )     (230 )     3       (569 )     (105 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    272,300       (84,925 )     (99,640 )     -       40,112       125,772       (319,405 )     (194,155 )     (258,662 )     (93,765 )
                                                                                 
Net increase (decrease) in net assets
    339,152       (87,560 )     (120,140 )     -       56,587       100,413       (350,033 )     (233,714 )     (183,342 )     (102,162 )
                                                                                 
Net assets beginning of period
    494,439       286,973       187,114       -       655,278       66,971       729,040       410,171       1,721,159       184,900  
                                                                                 
Net assets end of period
  $ 833,591     $ 199,413     $ 66,974     $ -     $ 711,865     $ 167,384     $ 379,007     $ 176,457     $ 1,537,817     $ 82,738  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    30,433       32,979       23,778       -       60,075       4,712       88,474       34,267       100,616       13,598  
                                                                                 
      Units Issued
    130,755       910       25,944       -       18,733       13,583       25,202       11,534       21,070       4,006  
      Units Redeemed
    (107,902 )     (10,289 )     (40,507 )     -       (14,068 )     (5,519 )     (66,633 )     (30,412 )     (35,800 )     (11,164 )
                                                                                 
Units Outstanding at December 31, 2011
    53,286       23,600       9,215       -       64,740       12,776       47,043       15,389       85,886       6,440  
 
(a) Commencement of operations December 12, 2011.
 
See notes to the financial statements.
 
Page 23

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
   
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio
   
JNL/Invesco
Global Real Estate
Portfolio
   
JNL/Invesco
International
Growth Portfolio
   
JNL/Invesco
Large Cap
Growth Portfolio
   
JNL/Invesco
Small Cap
Growth Portfolio
   
JNL/Ivy
Asset Strategy
Portfolio
   
JNL/JPMorgan
International
Value Portfolio
   
JNL/JPMorgan
MidCap Growth
Portfolio
   
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (1,765 )   $ (717 )   $ 2,564     $ (9,956 )   $ (5,191 )   $ (2,148 )   $ (1,917 )   $ 16,067     $ (11,257 )   $ 7,748  
   Net realized gain (loss) on investments
    8,610       485       (5,634 )     18,053       (14,719 )     22,185       959       (76,958 )     42,909       7,178  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (17,628 )     (5,616 )     (12,209 )     (114,168 )     (31,982 )     (28,151 )     (12,128 )     (138,064 )     (66,134 )     11,472  
Net increase (decrease) in net assets
                                                                               
   from operations
    (10,783 )     (5,848 )     (15,279 )     (106,071 )     (51,892 )     (8,114 )     (13,086 )     (198,955 )     (34,482 )     26,398  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       95       47       2,215       2,995       -       -       9,895       335       62  
   Surrenders and terminations
    (51,166 )     (351 )     (78,515 )     (142,243 )     (54,497 )     (70,786 )     (10,719 )     (295,549 )     (72,566 )     (202,991 )
   Transfers between portfolios
    (21,089 )     (5,361 )     2,805       (22,189 )     96,598       (27,536 )     28,299       (160,975 )     (106,720 )     334,848  
   Net annuitization transactions
    -       -       -       (749 )     -       (1,660 )     -       -       -       -  
   Policyholder charges (Note 3)
    (14 )     (14 )     (115 )     (473 )     (237 )     228       (37 )     (858 )     (442 )     50  
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (72,269 )     (5,631 )     (75,778 )     (163,439 )     44,859       (99,754 )     17,543       (447,487 )     (179,393 )     131,969  
                                                                                 
Net increase (decrease) in net assets
    (83,052 )     (11,479 )     (91,057 )     (269,510 )     (7,033 )     (107,868 )     4,457       (646,442 )     (213,875 )     158,367  
                                                                                 
Net assets beginning of period
    211,950       56,046       322,683       1,229,097       359,750       176,126       114,761       1,757,760       825,156       480,510  
                                                                                 
Net assets end of period
  $ 128,898     $ 44,567     $ 231,626     $ 959,587     $ 352,717     $ 68,258     $ 119,218     $ 1,111,318     $ 611,281     $ 638,877  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    17,555       6,511       26,347       125,157       29,980       12,623       10,241       175,120       60,967       38,205  
                                                                                 
      Units Issued
    3,824       170       4,463       27,980       24,102       20,550       2,609       36,043       25,103       68,290  
      Units Redeemed
    (9,812 )     (795 )     (10,373 )     (46,526 )     (22,105 )     (28,142 )     (1,166 )     (82,157 )     (37,323 )     (59,323 )
                                                                                 
Units Outstanding at December 31, 2011
    11,567       5,886       20,437       106,611       31,977       5,031       11,684       129,006       48,747       47,172  
 
See notes to the financial statements.
 
Page 24

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/Lazard
Emerging Markets
Portfolio
   
JNL/Lazard
Mid Cap
Equity Portfolio
   
JNL/M&G
Global Basics
Portfolio
   
JNL/M&G
Global Leaders
Portfolio
   
JNL/MCM
10 x 10
Portfolio
   
JNL/MCM
25 Portfolio
   
JNL/MCM
Bond Index
Portfolio
   
JNL/MCM
Communications
Sector Portfolio
   
JNL/MCM
Consumer Brands
Sector Portfolio
   
JNL/MCM
Dow Dividend
Portfolio
 
Operations
                                                             
   Net investment income (loss)
  $ (6,461 )   $ (17,696 )   $ (422 )   $ (156 )   $ (912 )   $ 613     $ 4,234     $ 552     $ (227 )   $ 345  
   Net realized gain (loss) on investments
    21,194       6,325       146       2,560       4,204       13,908       15,106       (10,551 )     2,802       231  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (213,388 )     (110,333 )     (7,374 )     (4,899 )     (18,229 )     (12,191 )     (6,857 )     7,562       (1,993 )     2,274  
Net increase (decrease) in net assets
                                                                               
   from operations
    (198,655 )     (121,704 )     (7,650 )     (2,495 )     (14,937 )     2,330       12,483       (2,437 )     582       2,850  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    26,177       9,430       -       -       -       -       286       36       -       42  
   Surrenders and terminations
    (71,868 )     (406,186 )     (13,623 )     (18,474 )     (8,029 )     (15,558 )     (42,256 )     (63,197 )     (3,444 )     (19,106 )
   Transfers between portfolios
    (342,740 )     19,877       130,020       1,542       (22,715 )     1,910       79,999       2,693       (2,357 )     167,350  
   Net annuitization transactions
    (776 )     -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    75       (1,330 )     (1 )     -       (216 )     (41 )     (196 )     (88 )     (55 )     (105 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (389,132 )     (378,209 )     116,396       (16,932 )     (30,960 )     (13,689 )     37,833       (60,556 )     (5,856 )     148,181  
                                                                                 
Net increase (decrease) in net assets
    (587,787 )     (499,913 )     108,746       (19,427 )     (45,897 )     (11,359 )     50,316       (62,993 )     (5,274 )     151,031  
                                                                                 
Net assets beginning of period
    1,217,641       2,113,497       10,158       21,182       379,913       133,518       253,005       130,333       31,897       36,744  
                                                                                 
Net assets end of period
  $ 629,854     $ 1,613,584     $ 118,904     $ 1,755     $ 334,016     $ 122,159     $ 303,321     $ 67,340     $ 26,623     $ 187,775  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    86,428       97,650       776       1,616       43,954       11,468       20,760       8,703       2,744       5,764  
                                                                                 
      Units Issued
    17,083       10,728       10,684       133       -       26,837       27,217       659       1,358       30,828  
      Units Redeemed
    (48,341 )     (28,009 )     (2,116 )     (1,593 )     (3,829 )     (28,521 )     (24,381 )     (4,622 )     (1,917 )     (7,931 )
                                                                                 
Units Outstanding at December 31, 2011
    55,170       80,369       9,344       156       40,125       9,784       23,596       4,740       2,185       28,661  
 
See notes to the financial statements.
 
Page 25

 

Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/MCM
Emerging Markets
Index Portfolio(a)
   
JNL/MCM
European 30
Portfolio
   
JNL/MCM
Financial
Sector Portfolio
   
JNL/MCM
Global Alpha
Portfolio
   
JNL/MCM
Healthcare
Sector Portfolio
   
JNL/MCM
Index 5
Portfolio
   
JNL/MCM
International
Index Portfolio
   
JNL/MCM
JNL 5
Portfolio
   
JNL/MCM
JNL Optimized
5 Portfolio
   
JNL/MCM
Nasdaq 25
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ -     $ 19     $ (552 )   $ -     $ (1,660 )   $ (1,191 )   $ 2,749     $ 45,066     $ 265     $ 4  
   Net realized gain (loss) on investments
    -       948       (2,650 )     -       3,767       638       (10,193 )     (156,314 )     (4,890 )     (49 )
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    -       (1,579 )     (8,175 )     -       14,206       (5,702 )     (33,580 )     (9,016 )     (6,994 )     (149 )
Net increase (decrease) in net assets
                                                                               
   from operations
    -       (612 )     (11,377 )     -       16,313       (6,255 )     (41,024 )     (120,264 )     (11,619 )     (194 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       -       -       -       -       -       1,878       43,221       -       -  
   Surrenders and terminations
    -       (5,734 )     (6,226 )     -       (58,611 )     (161 )     (51,929 )     (356,492 )     (14,538 )     (29 )
   Transfers between portfolios
    -       1,226       9,667       -       26,069       (12 )     (36,045 )     (229,994 )     (15,484 )     28,427  
   Net annuitization transactions
    -       -       -       -       -       -       -       (36,834 )     -       -  
   Policyholder charges (Note 3)
    -       (24 )     (25 )     -       (151 )     (34 )     (322 )     (2,914 )     (85 )     -  
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    -       (4,532 )     3,416       -       (32,693 )     (207 )     (86,418 )     (583,013 )     (30,107 )     28,398  
                                                                                 
Net increase (decrease) in net assets
    -       (5,144 )     (7,961 )     -       (16,380 )     (6,462 )     (127,442 )     (703,277 )     (41,726 )     28,204  
                                                                                 
Net assets beginning of period
    -       13,083       66,130       -       204,780       170,084       408,600       3,413,987       136,286       -  
                                                                                 
Net assets end of period
  $ -     $ 7,939     $ 58,169     $ -     $ 188,400     $ 163,622     $ 281,158     $ 2,710,710     $ 94,560     $ 28,204  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    -       1,043       9,726       -       18,139       17,781       30,948       312,077       14,116       -  
                                                                                 
      Units Issued
    -       133       3,738       -       3,122       -       1,758       14,885       197       3,131  
      Units Redeemed
    -       (477 )     (3,494 )     -       (5,969 )     (22 )     (8,035 )     (69,671 )     (3,276 )     (28 )
                                                                                 
Units Outstanding at December 31, 2011
    -       699       9,970       -       15,292       17,759       24,671       257,291       11,037       3,103  
 
(a) Commencement of operations August 29, 2011.

See notes to the financial statements.
 
Page 26

 

Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/MCM
NYSE International
25 Portfolio
   
JNL/MCM
Oil & Gas
Sector Portfolio
   
JNL/MCM
Pacific Rim 30
Portfolio
   
JNL/MCM
S&P 24
Portfolio
   
JNL/MCM
S&P 400 MidCap
Index Portfolio
   
JNL/MCM
S&P 500
Index Portfolio
   
JNL/MCM
S&P SMid
60 Portfolio
   
JNL/MCM
Select Small-Cap
Portfolio
   
JNL/MCM
Small Cap
Index Portfolio
   
JNL/MCM
Technology
Sector Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ 92     $ (10,519 )   $ (44 )   $ (212 )   $ (2,340 )   $ 1,140     $ (951 )   $ (305 )   $ (16,510 )   $ (1,185 )
   Net realized gain (loss) on investments
    (2,137 )     (1,372 )     946       3,672       38,127       235,454       (12,189 )     2,690       300,453       12,747  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (4,892 )     7,785       (1,548 )     (5,145 )     (38,172 )     (225,014 )     (6,904 )     (9,326 )     (394,136 )     (11,600 )
Net increase (decrease) in net assets
                                                                               
   from operations
    (6,937 )     (4,106 )     (646 )     (1,685 )     (2,385 )     11,580       (20,044 )     (6,941 )     (110,193 )     (38 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    95       2,943       -       -       1,836       3,455       23,400       -       6,035       -  
   Surrenders and terminations
    (7,180 )     (188,441 )     (4,928 )     (789 )     (37,255 )     (415,213 )     (18,916 )     (18,262 )     (345,502 )     (30,101 )
   Transfers between portfolios
    1,501       (79,972 )     706       (18,104 )     (49,192 )     (187,653 )     38,651       186,771       (110,982 )     3,606  
   Net annuitization transactions
    -       -       -       -       -       (27,550 )     -       -       -       -  
   Policyholder charges (Note 3)
    (17 )     (570 )     (1 )     (3 )     457       (1,648 )     (25 )     303       (1,195 )     (87 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (5,601 )     (266,040 )     (4,223 )     (18,896 )     (84,154 )     (628,609 )     43,110       168,812       (451,644 )     (26,582 )
                                                                                 
Net increase (decrease) in net assets
    (12,538 )     (270,146 )     (4,869 )     (20,581 )     (86,539 )     (617,029 )     23,066       161,871       (561,837 )     (26,620 )
                                                                                 
Net assets beginning of period
    23,088       1,203,296       9,005       20,843       249,742       3,462,837       95,126       109,939       2,227,650       98,660  
                                                                                 
Net assets end of period
  $ 10,550     $ 933,150     $ 4,136     $ 262     $ 163,203     $ 2,845,808     $ 118,192     $ 271,810     $ 1,665,813     $ 72,040  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    2,776       48,129       758       2,391       16,952       307,554       8,292       18,232       168,717       7,965  
                                                                                 
      Units Issued
    1,462       11,369       604       -       16,269       19,120       11,921       73,708       31,004       3,242  
      Units Redeemed
    (2,546 )     (22,846 )     (1,032 )     (2,363 )     (21,730 )     (73,533 )     (8,849 )     (46,680 )     (65,762 )     (5,329 )
                                                                                 
Units Outstanding at December 31, 2011
    1,692       36,652       330       28       11,491       253,141       11,364       45,260       133,959       5,878  
 
See notes to the financial statements.
 
Page 27

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/MCM
Value Line 30
Portfolio
   
JNL/MCM
VIP Portfolio
   
JNL/
Oppenheimer
Global Growth
Portfolio
   
JNL/PAM
Asia ex-Japan
Portfolio
   
JNL/PAM
China-India
Portfolio
   
JNL/PIMCO
Real Return
Portfolio
   
JNL/PIMCO
Total Return
Bond Portfolio
   
JNL/PPM
America Floating
Rate Income
Portfolio
   
JNL/
PPM America
High Yield
Bond Portfolio
   
JNL/
PPM America
Mid Cap Value
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (887 )   $ (2,110 )   $ (15,710 )   $ (1,902 )   $ (1,293 )   $ (5,180 )   $ 69,239     $ (4 )   $ 69,877     $ (1,043 )
   Net realized gain (loss) on investments
    (3,482 )     (23,532 )     23,042       19,395       194       56,401       122,149       (9 )     64,021       4,623  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (5,216 )     1,866       (138,718 )     (53,607 )     (14,244 )     16,094       (3,515 )     -       (82,925 )     (6,844 )
Net increase (decrease) in net assets
                                                                               
   from operations
    (9,585 )     (23,776 )     (131,386 )     (36,114 )     (15,343 )     67,315       187,873       (13 )     50,973       (3,264 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    284       40,824       4,799       2,044       -       146       15,976       -       18,082       23,400  
   Surrenders and terminations
    (7,326 )     (14,582 )     (198,910 )     (27,573 )     (9,855 )     (166,707 )     (1,059,903 )     (327 )     (297,775 )     (19,477 )
   Transfers between portfolios
    8,010       3,061       (49,085 )     (66,035 )     (46,368 )     121,280       110,632       340       (86,088 )     (47,404 )
   Net annuitization transactions
    -       -       -       -       -       (1,631 )     (71,338 )     -       (57,662 )     -  
   Policyholder charges (Note 3)
    (20 )     (172 )     (958 )     209       (39 )     (480 )     (2,897 )     -       (578 )     26  
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    948       29,131       (244,154 )     (91,355 )     (56,262 )     (47,392 )     (1,007,530 )     13       (424,021 )     (43,455 )
                                                                                 
Net increase (decrease) in net assets
    (8,637 )     5,355       (375,540 )     (127,469 )     (71,605 )     19,923       (819,657 )     -       (373,048 )     (46,719 )
                                                                                 
Net assets beginning of period
    38,059       302,818       1,736,299       203,872       97,699       784,963       6,557,226       -       1,776,096       57,249  
                                                                                 
Net assets end of period
  $ 29,422     $ 308,173     $ 1,360,759     $ 76,403     $ 26,094     $ 804,886     $ 5,737,569     $ -     $ 1,403,048     $ 10,530  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    5,025       27,821       123,252       19,257       8,918       61,937       371,173       -       110,993       4,903  
                                                                                 
      Units Issued
    38,528       17,914       3,148       11,222       18,063       24,714       65,104       324       27,063       16,899  
      Units Redeemed
    (38,447 )     (15,904 )     (19,550 )     (21,196 )     (23,655 )     (28,918 )     (121,626 )     (324 )     (52,977 )     (20,796 )
                                                                                 
Units Outstanding at December 31, 2011
    5,106       29,831       106,850       9,283       3,326       57,733       314,651       -       85,079       1,006  
 
See notes to the financial statements.
 
Page 28

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/
PPM America
Small Cap Value
Portfolio
   
JNL/
PPM America
Value Equity
Portfolio
   
JNL/
Red Rocks Listed
Private Equity
Portfolio
   
JNL/S&P 4
Portfolio
   
JNL/S&P
Competitive
Advantage
Portfolio
   
JNL/S&P
Dividend Income
& Growth
Portfolio
   
JNL/S&P
Intrinsic Value
Portfolio
   
JNL/
S&P Managed
Aggressive
Growth Portfolio
   
JNL/
S&P Managed
Conservative
Portfolio
   
JNLS&P Managed
Growth Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (1,940 )   $ (508 )   $ 3,489     $ 3,816     $ (577 )   $ 741     $ (499 )   $ (35,914 )   $ 2,924     $ (82,818 )
   Net realized gain (loss) on investments
    2,126       9,239       3,744       21,461       17,623       5,609       6,886       88,392       10,781       72,352  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (15,770 )     (11,855 )     (21,085 )     (18,159 )     (15,649 )     19,247       (5,858 )     (266,909 )     (4,350 )     (367,209 )
Net increase (decrease) in net assets
                                                                               
   from operations
    (15,584 )     (3,124 )     (13,852 )     7,118       1,397       25,597       529       (214,431 )     9,355       (377,675 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    23,400       -       -       333       -       -       -       12,441       -       45,461  
   Surrenders and terminations
    (9,383 )     (33,701 )     (5,262 )     (52,988 )     (7,335 )     (13,118 )     (7,326 )     (307,673 )     (52,225 )     (872,805 )
   Transfers between portfolios
    (72,635 )     (44,981 )     (215 )     (3,946 )     111,386       175,565       (103 )     (514,600 )     (9,075 )     (922,012 )
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (15 )     (37 )     (51 )     (300 )     (16 )     (75 )     (33 )     (3,218 )     (169 )     (5,102 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (58,633 )     (78,719 )     (5,528 )     (56,901 )     104,035       162,372       (7,462 )     (813,050 )     (61,469 )     (1,754,458 )
                                                                                 
Net increase (decrease) in net assets
    (74,217 )     (81,843 )     (19,380 )     (49,783 )     105,432       187,969       (6,933 )     (1,027,481 )     (52,114 )     (2,132,133 )
                                                                                 
Net assets beginning of period
    164,950       111,609       65,296       179,644       74,918       71,636       51,405       3,979,137       634,460       9,046,251  
                                                                                 
Net assets end of period
  $ 90,733     $ 29,766     $ 45,916     $ 129,861     $ 180,350     $ 259,605     $ 44,472     $ 2,951,656     $ 582,346     $ 6,914,118  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    16,863       11,255       5,482       16,793       6,881       6,991       4,701       307,843       54,229       704,420  
                                                                                 
      Units Issued
    25,953       2,421       2,977       2,546       19,945       16,390       7,823       9,160       1,997       98,631  
      Units Redeemed
    (32,489 )     (10,442 )     (3,810 )     (7,664 )     (11,630 )     (1,359 )     (8,656 )     (73,407 )     (7,245 )     (238,293 )
                                                                                 
Units Outstanding at December 31, 2011
    10,327       3,234       4,649       11,675       15,196       22,022       3,868       243,596       48,981       564,758  
 
See notes to the financial statements.
 
Page 29

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2011
 
   
JNL/
S&P Managed
Moderate
Portfolio
   
JNL/
S&P Managed
Moderate
Growth Portfolio
   
JNL/S&P
Total Yield
Portfolio
   
JNL/T. Rowe
Price Established
Growth Portfolio
   
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
   
JNL/T. Rowe
Price Short-Term
Bond Portfolio
   
JNL/T. Rowe
Price Value
Portfolio
   
JNL/WMC
Balanced
Portfolio
   
JNL/WMC
Money Market
Portfolio
   
JNL/WMC
Value
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ 283     $ (1,246 )   $ (773 )   $ (55,385 )   $ (69,310 )   $ (2,291 )   $ (4,738 )   $ (16,629 )   $ (18,081 )   $ (3,121 )
   Net realized gain (loss) on investments
    23,370       144,689       (9,303 )     150,324       720,024       3,145       (51,119 )     21,445       9       (4,430 )
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (31,014 )     (327,782 )     (1,019 )     (179,939 )     (732,622 )     (713 )     (6,829 )     43,886       -       (6,265 )
Net increase (decrease) in net assets
                                                                               
   from operations
    (7,361 )     (184,339 )     (11,095 )     (85,000 )     (81,908 )     141       (62,686 )     48,702       (18,072 )     (13,816 )
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       3,224       -       17,733       15,906       -       6,107       8,739       2,185       95  
   Surrenders and terminations
    (68,090 )     (457,404 )     (2,646 )     (608,741 )     (646,920 )     (83,764 )     (195,519 )     (367,678 )     (679,207 )     (145,873 )
   Transfers between portfolios
    (59,092 )     593,465       (51,354 )     (31,861 )     (196,245 )     (330,357 )     (40,780 )     29,741       778,895       (943 )
   Net annuitization transactions
    -       -       -       (36,451 )     -       -       -       (86,888 )     -       -  
   Policyholder charges (Note 3)
    (288 )     (2,350 )     (40 )     (2,774 )     (3,355 )     (161 )     (375 )     (1,712 )     (1,479 )     (204 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (127,470 )     136,935       (54,040 )     (662,094 )     (830,614 )     (414,282 )     (230,567 )     (417,798 )     100,394       (146,925 )
                                                                                 
Net increase (decrease) in net assets
    (134,831 )     (47,404 )     (65,135 )     (747,094 )     (912,522 )     (414,141 )     (293,253 )     (369,096 )     82,322       (160,741 )
                                                                                 
Net assets beginning of period
    854,686       6,828,287       82,596       3,942,852       4,854,466       674,927       1,453,992       3,258,449       1,028,962       564,207  
                                                                                 
Net assets end of period
  $ 719,855     $ 6,780,883     $ 17,461     $ 3,195,758     $ 3,941,944     $ 260,786     $ 1,160,739     $ 2,889,353     $ 1,111,284     $ 403,466  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2010
    70,477       524,799       8,544       310,846       273,071       64,379       116,245       242,975       95,032       40,888  
                                                                                 
      Units Issued
    1,389       61,292       2,002       27,929       85,599       9,328       17,201       17,903       197,818       1,886  
      Units Redeemed
    (12,079 )     (50,149 )     (8,593 )     (79,827 )     (130,106 )     (48,755 )     (37,207 )     (49,032 )     (188,837 )     (12,480 )
                                                                                 
Units Outstanding at December 31, 2011
    59,787       535,942       1,953       258,948       228,564       24,952       96,239       211,846       104,013       30,294  
 
See notes to the financial statements.
 
Page 30

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL Institutional
Alt 20
Portfolio
   
JNL Institutional
Alt 35
Portfolio
   
JNL Institutional
Alt 50
Portfolio
   
JNL Institutional
Alt 65
Portfolio
   
JNL/American
Funds Blue Chip
Income and
Growth Portfolio(a)
   
JNL/American
Funds Global
Bond Portfolio(a)
   
JNL/American
Funds Global
Small Capitalization
Portfolio(a)
   
JNL/American
Funds
Growth-Income
Portfolio(a)
   
JNL/American
Funds
International
Portfolio(a)
   
JNL/American
Funds New
World Portfolio(a)
 
Operations
                                                           
   Net investment income (loss)
  $ (2,759 )   $ (704 )   $ 21     $ (418 )   $ -     $ (230 )   $ (184 )   $ (111 )   $ (20 )   $ (91 )
   Net realized gain (loss) on investments
    576       2,760       22       334       -       3       50       59       -       9  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    54,296       5,362       275       6,608       -       105       4,353       2,488       224       1,225  
Net increase (decrease) in net assets
                                                                               
   from operations
    52,113       7,418       318       6,524       -       (122 )     4,219       2,436       204       1,143  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       -       -       -       -       -       -       -       -       -  
   Surrenders and terminations
    (3,048 )     (2,761 )     (24 )     (2,659 )     -       (260 )     (2,582 )     -       -       (160 )
   Transfers between portfolios
    303,912       24,948       11,621       27,690       -       49,653       32,030       24,139       7,543       29,178  
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (2 )     (85 )     (2 )     (37 )     -       (3 )     (9 )     -       -       -  
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    300,862       22,102       11,595       24,994       -       49,390       29,439       24,139       7,543       29,018  
                                                                                 
Net increase (decrease) in net assets
    352,975       29,520       11,913       31,518       -       49,268       33,658       26,575       7,747       30,161  
                                                                                 
Net assets beginning of period
    186,347       50,256       477       25,233       -       -       -       -       -       -  
                                                                                 
Net assets end of period
  $ 539,322     $ 79,776     $ 12,390     $ 56,751     $ -     $ 49,268     $ 33,658     $ 26,575     $ 7,747     $ 30,161  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    14,808       3,839       36       1,826       -       -       -       -       -       -  
                                                                                 
      Units Issued
    23,964       4,497       788       1,998       -       4,788       3,378       2,632       722       2,701  
      Units Redeemed
    (232 )     (2,926 )     (6 )     (224 )     -       (26 )     (327 )     (62 )     -       (18 )
                                                                                 
Units Outstanding at December 31, 2010
    38,540       5,410       818       3,600       -       4,762       3,051       2,570       722       2,683  
 
(a) Commencement of operations May 3, 2010.
 
See notes to the financial statements.
 
Page 31

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/BlackRock
Commodity
Securities
Portfolio
   
JNL/BlackRock
Global Allocation
Portfolio(a)
   
JNL/Capital
Guardian Global
Balanced
Portfolio
   
JNL/Capital
Guardian Global
Diversified
Research Portfolio
   
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
   
JNL/Eagle
Core Equity
Portfolio
   
JNL/Eagle
SmallCap Equity
Portfolio
   
JNL/Franklin
Templeton Founding
Strategy Portfolio
   
JNL/Franklin
Templeton
Global Growth
Portfolio
   
JNL/Franklin
Templeton
Income Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (3,288 )   $ (591 )   $ (1,727 )   $ (11,570 )   $ (30,671 )   $ (25,828 )   $ (3,504 )   $ 3,073     $ 570     $ 12,584  
   Net realized gain (loss) on investments
    480       (8 )     (6,994 )     (89,404 )     (63,096 )     (286,796 )     10,944       (12,294 )     (331 )     21,671  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    48,498       1,334       27,382       218,353       317,877       487,655       69,870       27,985       12,314       29,135  
Net increase (decrease) in net assets
                                                                               
   from operations
    45,690       735       18,661       117,379       224,110       175,031       77,310       18,764       12,553       63,390  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    35,972       -       -       2,719       13,393       927       1,872       -       54,330       629  
   Surrenders and terminations
    (31,682 )     -       (8,007 )     (204,174 )     (483,698 )     (452,189 )     (18,815 )     (18,826 )     (4,032 )     (130,940 )
   Transfers between portfolios
    (6,268 )     245,785       (61,786 )     (59,680 )     (168,086 )     (89,460 )     301,100       38,987       41,048       (83,723 )
   Net annuitization transactions
    -       -       -       -       (8,295 )     (10,214 )     -       -       -       -  
   Policyholder charges (Note 3)
    (194 )     -       (183 )     (1,694 )     (3,996 )     (2,320 )     (145 )     (170 )     (15 )     (289 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (2,172 )     245,785       (69,976 )     (262,829 )     (650,682 )     (553,256 )     284,012       19,991       91,331       (214,323 )
                                                                                 
Net increase (decrease) in net assets
    43,518       246,520       (51,315 )     (145,450 )     (426,572 )     (378,225 )     361,322       38,755       103,884       (150,933 )
                                                                                 
Net assets beginning of period
    297,751       -       339,917       1,485,012       2,698,513       2,260,528       133,117       248,218       83,230       806,211  
                                                                                 
Net assets end of period
  $ 341,269     $ 246,520     $ 288,602     $ 1,339,562     $ 2,271,941     $ 1,882,303     $ 494,439     $ 286,973     $ 187,114     $ 655,278  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    30,674       -       29,247       235,399       536,933       238,523       10,946       30,985       11,139       81,781  
                                                                                 
      Units Issued
    11,217       23,905       1,486       10,198       9,844       11,412       46,876       16,187       13,464       18,789  
      Units Redeemed
    (11,471 )     -       (7,617 )     (52,310 )     (139,337 )     (69,554 )     (27,389 )     (14,193 )     (825 )     (40,495 )
                                                                                 
Units Outstanding at December 31, 2010
    30,420       23,905       23,116       193,287       407,440       180,381       30,433       32,979       23,778       60,075  
 
See notes to the financial statements.
 
Page 32

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/Franklin
Templeton Inter-
national Small Cap Growth Portfolio
   
JNL/Franklin
Templeton Mutual
Shares Portfolio
   
JNL/Franklin
Templeton
Small Cap
Value Portfolio
   
JNL/
Goldman Sachs
Core Plus
Bond Portfolio
   
JNL/Goldman
Markets Debt
Sachs Emerging
Portfolio
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
   
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio
   
JNL/Invesco
Global Real Estate
Portfolio
   
JNL/Invesco
International
Growth Portfolio
   
JNL/Invesco
Large Cap
Growth Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (307 )   $ (9,308 )   $ (4,177 )   $ 10,713     $ (833 )   $ (2,179 )   $ (378 )   $ 7,175     $ (11,629 )   $ (5,508 )
   Net realized gain (loss) on investments
    12,192       (6,861 )     33,921       60,347       9,772       (17,886 )     (510 )     (14,347 )     (23,390 )     (40,557 )
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    1,175       75,993       44,459       46,349       10,662       57,561       4,489       45,858       168,710       110,342  
Net increase (decrease) in net assets
                                                                               
   from operations
    13,060       59,824       74,203       117,409       19,601       37,496       3,601       38,686       133,691       64,277  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       179,632       2,384       9,648       3,080       -       -       37,095       41,629       5,803  
   Surrenders and terminations
    (15,642 )     (52,185 )     (59,193 )     (313,277 )     (38,849 )     (66,763 )     (6,186 )     (20,521 )     (245,073 )     (91,653 )
   Transfers between portfolios
    22,911       (2,250 )     71,446       (48,383 )     90,605       27,937       21,890       19,322       (87,211 )     (210,055 )
   Net annuitization transactions
    (4,270 )     -       -       -       -       -       -       -       (4,080 )     -  
   Policyholder charges (Note 3)
    (47 )     (28 )     (687 )     (819 )     (254 )     (175 )     (19 )     (97 )     (1,289 )     (1,612 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    2,952       125,169       13,950       (352,831 )     54,582       (39,001 )     15,685       35,799       (296,024 )     (297,517 )
                                                                                 
Net increase (decrease) in net assets
    16,012       184,993       88,153       (235,422 )     74,183       (1,505 )     19,286       74,485       (162,333 )     (233,240 )
                                                                                 
Net assets beginning of period
    50,959       544,047       322,018       1,956,581       110,717       213,455       36,760       248,198       1,391,430       592,990  
                                                                                 
Net assets end of period
  $ 66,971     $ 729,040     $ 410,171     $ 1,721,159     $ 184,900     $ 211,950     $ 56,046     $ 322,683     $ 1,229,097     $ 359,750  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    5,901       72,378       33,610       121,353       9,259       21,659       4,567       23,320       156,586       57,145  
                                                                                 
      Units Issued
    11,004       24,535       21,823       13,964       12,963       10,994       2,902       8,316       58,614       7,033  
      Units Redeemed
    (12,193 )     (8,439 )     (21,166 )     (34,701 )     (8,624 )     (15,098 )     (958 )     (5,289 )     (90,043 )     (34,198 )
                                                                                 
Units Outstanding at December 31, 2010
    4,712       88,474       34,267       100,616       13,598       17,555       6,511       26,347       125,157       29,980  
 
See notes to the financial statements.
 
Page 33

 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/Invesco
Small Cap
Growth Portfolio
   
JNL/Ivy
Asset Strategy
Portfolio
   
JNL/JPMorgan
International
Value Portfolio
   
JNL/JPMorgan
MidCap Growth
Portfolio
   
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
   
JNL/Lazard
Emerging Markets
Portfolio
   
JNL/Lazard
Mid Cap
Equity Portfolio
   
JNL/M&G
Global Basics
Portfolio
   
JNL/M&G
Global Leaders
Portfolio
   
JNL/MCM
10 x 10
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (2,066 )   $ (1,880 )   $ 19,587     $ (11,508 )   $ 12,374     $ (10,203 )   $ (26,283 )   $ (81 )   $ (250 )   $ (244 )
   Net realized gain (loss) on investments
    18,743       (1,568 )     (112,895 )     (43,988 )     12,240       89,403       (150,700 )     34       956       18,343  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    14,134       10,226       206,832       217,163       (5,013 )     95,163       620,770       1,563       1,531       35,873  
Net increase (decrease) in net assets
                                                                               
   from operations
    30,811       6,778       113,524       161,667       19,601       174,363       443,787       1,516       2,237       53,972  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    4,400       -       169,568       6,652       13,599       15,456       5,721       -       -       -  
   Surrenders and terminations
    (21,899 )     (16,728 )     (398,224 )     (145,039 )     (30,562 )     (109,179 )     (635,899 )     (583 )     (4,137 )     (40,446 )
   Transfers between portfolios
    61,643       62,826       (161,251 )     (10,224 )     97,319       131,497       (177,496 )     9,227       -       (171,972 )
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (63 )     (12 )     (2,495 )     (953 )     (151 )     (936 )     (2,991 )     (2 )     (19 )     (621 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    44,081       46,086       (392,402 )     (149,564 )     80,205       36,838       (810,665 )     8,642       (4,156 )     (213,039 )
                                                                                 
Net increase (decrease) in net assets
    74,892       52,864       (278,878 )     12,103       99,806       211,201       (366,878 )     10,158       (1,919 )     (159,067 )
                                                                                 
Net assets beginning of period
    101,234       61,897       2,036,638       813,053       380,704       1,006,440       2,480,375       -       23,101       538,980  
                                                                                 
Net assets end of period
  $ 176,126     $ 114,761     $ 1,757,760     $ 825,156     $ 480,510     $ 1,217,641     $ 2,113,497     $ 10,158     $ 21,182     $ 379,913  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    9,007       5,971       214,155       74,298       32,000       85,745       138,804       -       1,965       71,362  
                                                                                 
      Units Issued
    33,568       10,232       50,399       36,173       88,217       86,129       24,794       823       -       1,111  
      Units Redeemed
    (29,952 )     (5,962 )     (89,434 )     (49,504 )     (82,012 )     (85,446 )     (65,948 )     (47 )     (349 )     (28,519 )
                                                                                 
Units Outstanding at December 31, 2010
    12,623       10,241       175,120       60,967       38,205       86,428       97,650       776       1,616       43,954  
 
See notes to the financial statements.
 
Page 34

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/MCM
 
25 Portfolio
   
JNL/MCM
Bond Index
Portfolio
   
JNL/MCM
Communications
Sector Portfolio
   
JNL/MCM
Consumer Brands
Sector Portfolio
   
JNL/MCM
Dow Dividend
Portfolio
   
JNL/MCM
European 30
Portfolio
   
JNL/MCM
Financial
Sector Portfolio
   
JNL/MCM
Global Alpha
Portfolio
   
JNL/MCM
Healthcare
Sector Portfolio
   
JNL/MCM
Index 5
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ 684     $ 2,101     $ 1,077     $ (217 )   $ 194     $ (191 )   $ (377 )   $ -     $ (1,309 )   $ (1,772 )
   Net realized gain (loss) on investments
    15,405       5,738       (8,419 )     1,880       891       109       (1,545 )     -       (2,246 )     2,691  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    9,758       4,224       35,839       2,668       2,333       (36 )     9,249       -       6,279       23,631  
Net increase (decrease) in net assets
                                                                               
   from operations
    25,847       12,063       28,497       4,331       3,418       (118 )     7,327       -       2,724       24,550  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       4,992       62       -       674       -       -       -       1,248       -  
   Surrenders and terminations
    (42,953 )     (25,441 )     (31,498 )     (11,652 )     (5,324 )     (1,555 )     (3,342 )     -       (25,888 )     (41,051 )
   Transfers between portfolios
    (27,259 )     (71,108 )     27,881       11,697       (32,888 )     9,430       (14,276 )     -       (10,346 )     (33,104 )
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (209 )     (152 )     (325 )     (110 )     (84 )     (7 )     (69 )     -       (224 )     (69 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (70,421 )     (91,709 )     (3,880 )     (65 )     (37,622 )     7,868       (17,687 )     -       (35,210 )     (74,224 )
                                                                                 
Net increase (decrease) in net assets
    (44,574 )     (79,646 )     24,617       4,266       (34,204 )     7,750       (10,360 )     -       (32,486 )     (49,674 )
                                                                                 
Net assets beginning of period
    178,092       332,651       105,716       27,631       70,948       5,333       76,490       -       237,266       219,758  
                                                                                 
Net assets end of period
  $ 133,518     $ 253,005     $ 130,333     $ 31,897     $ 36,744     $ 13,083     $ 66,130     $ -     $ 204,780     $ 170,084  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    18,487       28,467       8,704       2,881       12,582       418       12,568       -       21,496       26,157  
                                                                                 
      Units Issued
    26,271       2,378       2,528       2,128       3,597       754       2,982       -       1,805       1  
      Units Redeemed
    (33,290 )     (10,085 )     (2,529 )     (2,265 )     (10,415 )     (129 )     (5,824 )     -       (5,162 )     (8,377 )
                                                                                 
Units Outstanding at December 31, 2010
    11,468       20,760       8,703       2,744       5,764       1,043       9,726       -       18,139       17,781  
 
See notes to the financial statements.
 
Page 35

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/MCM
International
Index Portfolio
   
JNL/MCM
JNL 5
Portfolio
   
JNL/MCM
JNL Optimized
5 Portfolio
   
JNL/MCM
Nasdaq 25
Portfolio
   
JNL/MCM
NYSE International
25 Portfolio
   
JNL/MCM
Oil & Gas
Sector Portfolio
   
JNL/MCM
Pacific Rim 30
Portfolio
   
JNL/MCM
S&P 24
Portfolio
   
JNL/MCM
S&P 400 MidCap
Index Portfolio
   
JNL/MCM
S&P 500
Index Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ 821     $ 14,216     $ (107 )   $ (305 )   $ (287 )   $ (6,006 )   $ (373 )   $ (491 )   $ (4,450 )   $ (6,406 )
   Net realized gain (loss) on investments
    (41,025 )     (402,634 )     (43,137 )     10,943       (988 )     (40,390 )     3,072       11,372       (16,482 )     157,514  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    55,655       899,870       55,673       (9,135 )     (6,217 )     231,293       (1,758 )     (8,454 )     93,744       233,687  
Net increase (decrease) in net assets
                                                                               
   from operations
    15,451       511,452       12,429       1,503       (7,492 )     184,897       941       2,427       72,812       384,795  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    4,056       15,990       -       1,010       1,280       2,818       808       1,010       4,056       130,033  
   Surrenders and terminations
    (64,640 )     (739,222 )     (89,736 )     -       (1,896 )     (78,637 )     (591 )     (14,652 )     (65,812 )     (551,695 )
   Transfers between portfolios
    (28,192 )     (547,004 )     (28,047 )     (50,646 )     (58,449 )     (6,507 )     (38,302 )     (41,550 )     (244,733 )     205,176  
   Net annuitization transactions
    -       (198 )     -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (316 )     (6,545 )     (85 )     -       (16 )     (558 )     (2 )     (3 )     (638 )     (2,289 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (89,092 )     (1,276,979 )     (117,868 )     (49,636 )     (59,081 )     (82,884 )     (38,087 )     (55,195 )     (307,127 )     (218,775 )
                                                                                 
Net increase (decrease) in net assets
    (73,641 )     (765,527 )     (105,439 )     (48,133 )     (66,573 )     102,013       (37,146 )     (52,768 )     (234,315 )     166,020  
                                                                                 
Net assets beginning of period
    482,241       4,179,514       241,725       48,133       89,661       1,101,283       46,151       73,611       484,057       3,296,817  
                                                                                 
Net assets end of period
  $ 408,600     $ 3,413,987     $ 136,286     $ -     $ 23,088     $ 1,203,296     $ 9,005     $ 20,843     $ 249,742     $ 3,462,837  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    38,385       439,489       27,992       6,147       10,894       51,623       3,952       9,549       40,675       329,821  
                                                                                 
      Units Issued
    6,892       5,297       1,456       120       2,728       7,211       873       2,490       54,375       56,370  
      Units Redeemed
    (14,329 )     (132,709 )     (15,332 )     (6,267 )     (10,846 )     (10,705 )     (4,067 )     (9,648 )     (78,098 )     (78,637 )
                                                                                 
Units Outstanding at December 31, 2010
    30,948       312,077       14,116       -       2,776       48,129       758       2,391       16,952       307,554  
 
See notes to the financial statements.
 
Page 36

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/MCM
S&P SMid
60 Portfolio
   
JNL/MCM
Select Small-Cap
Portfolio
   
JNL/MCM
Small Cap
Index Portfolio
   
JNL/MCM
Technology
Sector Portfolio
   
JNL/MCM
Value Line 30
Portfolio
   
JNL/MCM
VIP Portfolio
   
JNL/
Oppenheimer
Global Growth
Portfolio
   
JNL/PAM
Asia ex-Japan
Portfolio
   
JNL/PAM
China-India
Portfolio
   
JNL/PIMCO
Real Return
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (1,648 )   $ (707 )   $ (23,882 )   $ (1,823 )   $ (513 )   $ 2,004     $ (14,994 )   $ (3,572 )   $ (1,251 )   $ (2,479 )
   Net realized gain (loss) on investments
    38,270       12,424       332,980       13,868       (2,654 )     (30,832 )     (71,894 )     41,758       12,254       40,150  
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (14,591 )     10,987       184,869       (610 )     10,848       65,584       288,362       7,840       (3,506 )     9,587  
Net increase (decrease) in net assets
                                                                               
   from operations
    22,031       22,704       493,967       11,435       7,681       36,756       201,474       46,026       7,497       47,258  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    471       674       8,942       -       902       10,774       587       9,106       -       15,804  
   Surrenders and terminations
    (745 )     (6,347 )     (521,550 )     (56,625 )     (388 )     (14,299 )     (379,439 )     (54,726 )     (8,549 )     (133,898 )
   Transfers between portfolios
    (26,735 )     (39,215 )     (329,946 )     (6,356 )     (49,193 )     (76,802 )     (69,546 )     (44,614 )     (20,290 )     (1,352 )
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (25 )     (50 )     (2,644 )     (453 )     (18 )     (133 )     (1,127 )     (602 )     (54 )     (350 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (27,034 )     (44,938 )     (845,198 )     (63,434 )     (48,697 )     (80,460 )     (449,525 )     (90,836 )     (28,893 )     (119,796 )
                                                                                 
Net increase (decrease) in net assets
    (5,003 )     (22,234 )     (351,231 )     (51,999 )     (41,016 )     (43,704 )     (248,051 )     (44,810 )     (21,396 )     (72,538 )
                                                                                 
Net assets beginning of period
    100,129       132,173       2,578,881       150,659       79,075       346,522       1,984,350       248,682       119,095       857,501  
                                                                                 
Net assets end of period
  $ 95,126     $ 109,939     $ 2,227,650     $ 98,660     $ 38,059     $ 302,818     $ 1,736,299     $ 203,872     $ 97,699     $ 784,963  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    10,386       24,907       242,865       13,259       13,178       36,220       160,335       27,723       12,449       71,712  
                                                                                 
      Units Issued
    29,507       88,184       57,053       2,231       618       1,092       13,596       34,466       9,547       35,896  
      Units Redeemed
    (31,601 )     (94,859 )     (131,201 )     (7,525 )     (8,771 )     (9,491 )     (50,679 )     (42,932 )     (13,078 )     (45,671 )
                                                                                 
Units Outstanding at December 31, 2010
    8,292       18,232       168,717       7,965       5,025       27,821       123,252       19,257       8,918       61,937  
 
See notes to the financial statements.
 
Page 37

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/PIMCO
Total Return
Bond Portfolio
   
JNL/
PPM America
High Yield
Bond Portfolio
   
JNL/
PPM America
Mid Cap Value
Portfolio
   
JNL/
PPM America
Small Cap Value
Portfolio
   
JNL/
PPM America
Value Equity
Portfolio
   
JNL/
Red Rocks Listed
Private Equity
Portfolio
   
JNL/S&P 4
Portfolio
   
JNL/S&P
Competitive
Advantage
Portfolio
   
JNL/S&P
Disciplined
Growth Portfolio
   
JNL/S&P
Disciplined
Moderate Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ 33,343     $ 84,220     $ (940 )   $ (631 )   $ (821 )   $ (646 )   $ (2,523 )   $ (684 )   $ (199 )   $ (220 )
   Net realized gain (loss) on investments
    410,795       48,359       (2,421 )     13,889       3,290       4,715       2,786       10,607       (3,663 )     (7,086 )
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    (55,140 )     92,303       2,685       6,328       10,722       9,050       18,779       (732 )     8,382       13,260  
Net increase (decrease) in net assets
                                                                               
   from operations
    388,998       224,882       (676 )     19,586       13,191       13,119       19,042       9,191       4,520       5,954  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    28,945       28,509       -       -       -       -       437       -       187       -  
   Surrenders and terminations
    (1,229,629 )     (223,523 )     (39,426 )     (1,432 )     (9,515 )     (5,392 )     (2,400 )     (17,635 )     (10,534 )     (65,780 )
   Transfers between portfolios
    750,853       (10,904 )     77,429       130,626       (98,160 )     4,790       33,513       (1,771 )     61       52,477  
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       -  
   Policyholder charges (Note 3)
    (4,151 )     (1,215 )     (9 )     (18 )     (54 )     (29 )     (133 )     (16 )     (24 )     (55 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (453,982 )     (207,133 )     37,994       129,176       (107,729 )     (631 )     31,417       (19,422 )     (10,310 )     (13,358 )
                                                                                 
Net increase (decrease) in net assets
    (64,984 )     17,749       37,318       148,762       (94,538 )     12,488       50,459       (10,231 )     (5,790 )     (7,404 )
                                                                                 
Net assets beginning of period
    6,622,210       1,758,347       19,931       16,188       206,147       52,808       129,185       85,149       52,684       86,081  
                                                                                 
Net assets end of period
  $ 6,557,226     $ 1,776,096     $ 57,249     $ 164,950     $ 111,609     $ 65,296     $ 179,644     $ 74,918     $ 46,894     $ 78,677  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    396,592       125,100       1,670       2,059       24,012       5,860       13,511       8,649       6,784       9,657  
                                                                                 
      Units Issued
    85,012       58,700       15,980       40,410       16,379       4,517       4,794       1,273       57       5,733  
      Units Redeemed
    (110,431 )     (72,807 )     (12,747 )     (25,606 )     (29,136 )     (4,895 )     (1,512 )     (3,041 )     (1,403 )     (7,312 )
                                                                                 
Units Outstanding at December 31, 2010
    371,173       110,993       4,903       16,863       11,255       5,482       16,793       6,881       5,438       8,078  
 
See notes to the financial statements.
 
Page 38

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/S&P
Disciplined
Moderate
Growth Portfolio
   
JNL/S&P
Dividend Income
& Growth
Portfolio
   
JNL/S&P
Intrinsic Value
Portfolio
   
JNL/
S&P Managed
Aggressive
Growth Portfolio
   
JNL/
S&P Managed
Conservative
Portfolio
   
JNL/
S&P Managed
Growth Portfolio
   
JNL/
S&P Managed
Moderate
Portfolio
   
JNL/
S&P Managed
Moderate
Growth Portfolio
   
JNL/S&P
Total Yield
Portfolio
   
JNL/Select
Balanced
Portfolio
 
Operations
                                                           
   Net investment income (loss)
  $ (1,863 )   $ (303 )   $ (476 )   $ (41,443 )   $ 3,665     $ (77,126 )   $ (4,499 )   $ (32,924 )   $ (639 )   $ (16,977 )
   Net realized gain (loss) on investments
    (3,467 )     7,255       7,383       (62,113 )     (998 )     (504,106 )     65,360       (61,604 )     (222 )     (54,803 )
   Net change in unrealized appreciation
                                                                               
      (depreciation) on investments
    33,604       2,722       (1,525 )     654,086       42,003       1,808,026       40,024       820,821       (2,104 )     363,160  
Net increase (decrease) in net assets
                                                                               
   from operations
    28,274       9,674       5,382       550,530       44,670       1,226,794       100,885       726,293       (2,965 )     291,380  
                                                                                 
Contract transactions 1
                                                                               
   Purchase payments (Note 4)
    -       -       1,371       25,082       -       39,018       -       21,486       -       18,362  
   Surrenders and terminations
    (34,209 )     (2,221 )     (1,608 )     (990,855 )     (114,046 )     (3,214,722 )     (424,440 )     (1,021,330 )     (1,892 )     (581,741 )
   Transfers between portfolios
    (89,266 )     (15,725 )     3,270       (459,820 )     41,433       (1,264,163 )     (327,514 )     (147,530 )     43,951       (313,119 )
   Net annuitization transactions
    -       -       -       -       -       -       -       -       -       (7,928 )
   Policyholder charges (Note 3)
    (50 )     (18 )     (40 )     (5,515 )     (170 )     (8,657 )     (466 )     (3,548 )     (10 )     (2,743 )
Net increase (decrease) in net assets from
                                                                         
   contract transactions
    (123,525 )     (17,964 )     2,993       (1,431,108 )     (72,783 )     (4,448,524 )     (752,420 )     (1,150,922 )     42,049       (887,169 )
                                                                                 
Net increase (decrease) in net assets
    (95,251 )     (8,290 )     8,375       (880,578 )     (28,113 )     (3,221,730 )     (651,535 )     (424,629 )     39,084       (595,789 )
                                                                                 
Net assets beginning of period
    360,739       79,926       43,030       4,859,715       662,573       12,267,981       1,506,221       7,252,916       43,512       3,854,238  
                                                                                 
Net assets end of period
  $ 265,488     $ 71,636     $ 51,405     $ 3,979,137     $ 634,460     $ 9,046,251     $ 854,686     $ 6,828,287     $ 82,596     $ 3,258,449  
                                                                                 
                                                                                 
1 Contract Unit Transactions
                                                                               
Units Outstanding at December 31, 2009
    44,281       9,135       4,453       433,385       60,623       1,091,509       136,143       621,210       4,963       313,632  
                                                                                 
      Units Issued
    641       385       2,206       53,290       13,706       15,743       3,892       15,256       7,639       17,216  
      Units Redeemed
    (15,683 )     (2,529 )     (1,958 )     (178,832 )     (20,100 )     (402,832 )     (69,558 )     (111,667 )     (4,058 )     (87,873 )
                                                                                 
Units Outstanding at December 31, 2010
    29,239       6,991       4,701       307,843       54,229       704,420       70,477       524,799       8,544       242,975  
 
See notes to the financial statements.
 
Page 39

 
 
Jackson National Separate Account V
Statements of Changes in Net Assets
For the Year Ended December 31, 2010
 
   
JNL/Select
Money Market
Portfolio
   
JNL/
Select Value
Portfolio
   
JNL/T. Rowe
Price Established
Growth Portfolio
   
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
   
JNL/T. Rowe
Price Short-Term
Bond Portfolio
   
JNL/T. Rowe
Price Value
Portfolio
 
Operations
                                   
   Net investment income (loss)
  $ (27,231 )   $ (3,881 )   $ (55,302 )   $ (63,253 )   $ (2,311 )   $ (7,914 )
   Net realized gain (loss) on investments
    -       (23,373 )     17,295       213,700       4,080       (53,309 )
   Net change in unrealized appreciation
                                               
      (depreciation) on investments
    -       90,875       538,985       923,847       6,768       242,475  
Net increase (decrease) in net assets
                                               
   from operations
    (27,231 )     63,621       500,978       1,074,294       8,537       181,252  
                                                 
Contract transactions 1
                                               
   Purchase payments (Note 4)
    58,270       -       41,102       104,580       5,183       9,264  
   Surrenders and terminations
    (1,329,061 )     (57,011 )     (607,896 )     (742,373 )     (368,257 )     (172,609 )
   Transfers between portfolios
    242,458       (48,771 )     161,148       (390,088 )     393,314       117,137  
   Net annuitization transactions
    -       -       (9,297 )     (18,885 )     -       -  
   Policyholder charges (Note 3)
    (2,942 )     (224 )     (3,529 )     (4,229 )     (393 )     (1,762 )
Net increase (decrease) in net assets from
                                         
   contract transactions
    (1,031,275 )     (106,006 )     (418,472 )     (1,050,995 )     29,847       (47,970 )
                                                 
Net increase (decrease) in net assets
    (1,058,506 )     (42,385 )     82,506       23,299       38,384       133,282  
                                                 
Net assets beginning of period
    2,087,468       606,592       3,860,346       4,831,167       636,543       1,320,710  
                                                 
Net assets end of period
  $ 1,028,962     $ 564,207     $ 3,942,852     $ 4,854,466     $ 674,927     $ 1,453,992  
                                                 
                                                 
1 Contract Unit Transactions
                                               
Units Outstanding at December 31, 2009
    189,809       49,203       349,896       342,025       61,691       120,474  
                                                 
      Units Issued
    228,232       5,137       45,158       77,761       75,959       17,232  
      Units Redeemed
    (323,009 )     (13,452 )     (84,208 )     (146,715 )     (73,271 )     (21,461 )
                                                 
Units Outstanding at December 31, 2010
    95,032       40,888       310,846       273,071       64,379       116,245  
 
See notes to the financial statements.
 
Page 40

 
 
Jackson National Separate Account V
Notes to the Financial Statements
 
Note 1 – Organization

Jackson National Life Insurance Company (“Jackson”) established Jackson National Separate Account V (the “Separate Account”) on September 25, 1998.  The Separate Account commenced operations on January 2, 2000, and is registered under the Investment Company Act of 1940 as a unit investment trust.

The Separate Account assets legally belong to Jackson and the obligations under the contracts are the obligation of Jackson.  However, the contract assets in the Separate Account are not chargeable with liabilities arising out of any other business Jackson may conduct.

The Separate Account receives and invests, based on directions of the contract holder, net premiums for individual flexible premium variable annuity contracts issued by Jackson.  The contracts can be purchased on a non-tax qualified basis or in connection with certain plans qualifying for favorable federal income tax treatment.  The Separate Account contains one hundred (100) Portfolios as of December 31, 2011, each of which invests in the following series of mutual funds (“Funds”):

JNL Series Trust
JNL Disciplined Growth Fund
JNL/Goldman Sachs Core Plus Bond Fund
JNL/PAM Asia ex-Japan Fund
JNL Disciplined Moderate Fund
JNL/Goldman Sachs Emerging Markets Debt Fund(1)
JNL/PAM China-India Fund
JNL Disciplined Moderate Growth Fund
JNL/Goldman Sachs Mid Cap Value Fund
JNL/PIMCO Real Return Fund
JNL Institutional Alt 20 Fund
JNL/Goldman Sachs U.S. Equity Flex Fund
JNL/PIMCO Total Return Bond Fund
JNL Institutional Alt 35 Fund
JNL/Invesco Global Real Estate Fund
JNL/PPM America Floating Rate Income Fund
JNL Institutional Alt 50 Fund
JNL/Invesco International Growth Fund
JNL/PPM America High Yield Bond Fund
JNL Institutional Alt 65 Fund(1)
JNL/Invesco Large Cap Growth Fund
JNL/PPM America Mid Cap Value Fund
JNL/American Funds Blue Chip Income and Growth Fund
JNL/Invesco Small Cap Growth Fund
JNL/PPM America Small Cap Value Fund
JNL/American Funds Global Bond Fund
JNL/Ivy Asset Strategy Fund
JNL/PPM America Value Equity Fund
JNL/American Funds Global Small Capitalization Fund
JNL/JPMorgan International Value Fund
JNL/Red Rocks Listed Private Equity Fund(1)
JNL/American Funds Growth-Income Fund
JNL/JPMorgan MidCap Growth Fund
JNL/S&P 4 Fund
JNL/American Funds International Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/S&P Competitive Advantage Fund
JNL/American Funds New World Fund
JNL/Lazard Emerging Markets Fund(1)
JNL/S&P Dividend Income & Growth Fund
JNL/BlackRock Commodity Securities Fund
JNL/Lazard Mid Cap Equity Fund
JNL/S&P Intrinsic Value Fund
JNL/BlackRock Global Allocation Fund(2)
JNL/M&G Global Basics Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/Brookfield Global Infrastructure Fund
JNL/M&G Global Leaders Fund
JNL/S&P Managed Conservative Fund
JNL/Capital Guardian Global Balanced Fund
JNL/MCM 10 x 10 Fund*
JNL/S&P Managed Growth Fund
JNL/Capital Guardian Global Diversified Research Fund
JNL/MCM Bond Index Fund*
JNL/S&P Managed Moderate Fund
JNL/Capital Guardian U.S. Growth Equity Fund
JNL/MCM Emerging Markets Index Fund*
JNL/S&P Managed Moderate Growth Fund
JNL/Eagle Core Equity Fund
JNL/MCM European 30 Fund*
JNL/S&P Total Yield Fund
JNL/Eagle SmallCap Equity Fund
JNL/MCM Global Alpha Fund(1)*
JNL/T. Rowe Price Established Growth Fund
JNL/Franklin Templeton Founding Strategy Fund
JNL/MCM Index 5 Fund*
JNL/T. Rowe Price Mid-Cap Growth Fund
JNL/Franklin Templeton Global Growth Fund
JNL/MCM International Index Fund*
JNL/T. Rowe Price Short-Term Bond Fund
JNL/Franklin Templeton Global Multisector Bond Fund
JNL/MCM Pacific Rim 30 Fund*
JNL/T. Rowe Price Value Fund
JNL/Franklin Templeton Income Fund
JNL/MCM S&P 400 MidCap Index Fund*
JNL/WMC Balanced Fund
JNL/Franklin Templeton International Small Cap Growth Fund
JNL/MCM S&P 500 Index Fund*
JNL/WMC Money Market Fund
JNL/Franklin Templeton Mutual Shares Fund
JNL/MCM Small Cap Index Fund*
JNL/WMC Value Fund
JNL/Franklin Templeton Small Cap Value Fund
JNL/Oppenheimer Global Growth Fund
 
 
 
Page 41

 
 
Jackson National Separate Account V
Notes to the Financial Statements (continued)
 
Note 1 – Organization (continued)

JNL Variable Fund LLC
JNL/MCM 25 Fund*
JNL/MCM JNL 5 Fund*
JNL/MCM S&PÒ SMid 60 Fund*
JNL/MCM Communications Sector Fund*
JNL/MCM JNL Optimized 5 Fund*
JNL/MCM Select Small-Cap Fund*
JNL/MCM Consumer Brands Sector Fund*
JNL/MCM NasdaqÒ 25 Fund*
JNL/MCM Technology Sector Fund*
JNL/MCM Dow SM Dividend Fund*
JNL/MCM NYSEÒ International 25 Fund*
JNL/MCM Value LineÒ 30 Fund*
JNL/MCM Financial Sector Fund*
JNL/MCM Oil & Gas Sector Fund*
JNL/MCM VIP Fund*
JNL/MCM Healthcare Sector Fund*
JNL/MCM S&PÒ 24 Fund*
 

Jackson National Asset Management, LLC, a wholly-owned subsidiary of Jackson, serves as investment adviser for all the Funds and receives a fee for its services from each of the Funds.

During the year ended December 31, 2011, the following Funds changed names:

PRIOR PORTFOLIO NAME
CURRENT PORTFOLIO NAME
EFFECTIVE DATE
JNL/Select Balanced Fund
JNL/WMC Balanced Fund
May 2, 2011
JNL/Select Money Market Fund
JNL/WMC Money Market Fund
May 2, 2011
JNL/Select Value Fund
JNL/WMC Value Fund
May 2, 2011
JNL/S&P Disciplined Growth Fund
JNL Disciplined Growth Fund(3)
August 29, 2011
JNL/S&P Disciplined Moderate Fund
JNL Disciplined Moderate Fund(3)
August 29, 2011
JNL/S&P Disciplined Moderate Growth Fund
JNL Disciplined Moderate Growth Fund(3)
August 29, 2011

(1) Effective August 29, 2011, JNL Institutional Alt 65 Fund, JNL/Goldman Sachs Emerging Markets Debt Fund, JNL/Lazard Emerging Markets Fund, JNL/Mellon Capital Management Global Alpha Fund, and JNL/Red Rocks Listed Private Equity Fund closed to new investors but remained open to the JNL Series Trust's fund of funds.

(2) Effective February 22, 2011, JNL/BlackRock Global Allocation Fund was removed as an investment option for all new investment allocations, but any current investment balances as of February 22, 2011, remained in the Fund.  Prior to August 27, 2011, the Fund had a Master-Feeder structure and invested substantially all its assets in shares of BlackRock Global Allocation Portfolio, a series of BlackRock Series Fund, Inc.  At close of business August 26, 2011, the Fund received a pro rata share of cash, securities, and receivables from the BlackRock Global Allocation Portfolio in a complete liquidation of its interest in the Master Fund.  At this time the Fund was reorganized from a Master-Feeder structure to a Sub-Advised Fund and began investing directly in securities rather than through the Master Fund.  Effective August 29, 2011, JNL/BlackRock Global Allocation Fund was reopened to all investors.

(3) These name changes are due to changes in sub-adviser.

* MCM denotes the sub-adviser Mellon Capital Management throughout these financial statements.
 
 
Page 42

 

Jackson National Separate Account V
Notes to the Financial Statements (continued)
 
Note 2 – Significant Accounting Policies

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

Use of Estimates

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

Investments

The Separate Account’s investments in the corresponding series of mutual funds are stated at the closing net asset values of the respective Funds.  The average cost method is used in determining the cost of the shares sold on withdrawals by the Separate Account.  Investments in the Funds are recorded on trade date.  Realized gain distributions and dividend distributions received from the Funds are reinvested in additional shares of the Funds and are recorded as income or gain to the Separate Account on the ex-dividend date.

Federal Income Taxes

The operations of the Separate Account are included in the federal income tax return of Jackson, which is taxed as a “life insurance company” under the provisions of the Internal Revenue Code.  Under current law, no federal income taxes are payable with respect to the Separate Account.  Therefore, no federal income tax has been provided.

Topic 820 in the Accounting Standards Codification (ASC 820), “Fair Value Measurements”

This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The changes to current GAAP from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and expanded disclosures about fair value measurements.    
 
Various inputs are used in determining the value of a Fund’s investments under ASC 820 guidance.  The inputs are summarized into three broad categories.  Level 1 includes valuations based on quoted prices of identical securities in active markets.  Level 2 includes valuations for which all significant inputs are observable, either directly or indirectly.  Direct observable inputs include closing prices of similar securities in active markets or closing prices for identical or similar securities in non-active markets.  Indirect observable inputs include factors such as interest rates, yield curves, prepayment speeds, and credit risks.  Level 3 includes valuations based on inputs that are unobservable and significant to the fair value measurement including a Fund’s own assumptions in determining the fair value of the investment.  The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  As of December 31, 2011, all of the Separate Account's investments are in funds for which quoted prices are available in an active market.  Therefore, all investments have been categorized as Level 1.  The characterization of the underlying securities held by the Funds in accordance with ASC 820 differs from the characterization of an investment in the fund.

ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards”

In May 2011 FASB released ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards”.  ASU 2011-04 further clarifies fair value measurement principles and requires additional disclosures.  Effective for interim and annual periods beginning after December 15, 2011, entities will need to disclose the amounts and reasons for any transfers between Level 1 and Level 2 securities; quantitative information relating to significant observable inputs, a narrative description of the valuation process, and a narrative description of the sensitivity of the fair value measurements to changes in unobservable or Level 3 valuation inputs.

For the year ended December 31, 2011, there were no transfers between Level 1 and Level 2 securities.
 
 
Page 43

 
 
Jackson National Separate Account V
Notes to the Financial Statements (continued)
 
Note 3 – Policy Charges

Charges are deducted from the Separate Account and remitted to Jackson, to compensate Jackson for providing the insurance benefits set forth in the contracts, administering the contracts, distributing the contracts, and assuming certain risks in connection with the contracts.

Policyholder Charges

Contract Maintenance Charge

An annual contract maintenance charge of $35 is charged against each contract to reimburse Jackson for expenses incurred in establishing and maintaining records relating to the contract.  The contract maintenance charge is assessed on each anniversary of the contract date that occurs prior to the annuity date.  This charge is only imposed if the contract value is less than $50,000 on the date when the charge is assessed.  The charge is deducted by redeeming units.  For the years ended December 31, 2011 and 2010, contract maintenance charges were assessed in the amount of $38,252 and $47,331, respectively.

Transfer Charge

A transfer charge of $25 will apply to transfers made by contract holders between the portfolios in excess of 15 transfers in a contract year.  Jackson may waive the transfer charge in connection with pre-authorized automatic transfer programs, or in those states where a lesser charge is required.  This charge will be deducted from the amount transferred prior to the allocation to a different portfolio. For the years ended December 31, 2011 and 2010, transfer charges were assessed in the amount of $75 and $350, respectively.

Surrender or Contingent Deferred Sales Charge

During the first nine contract years, certain contracts include a provision for a charge upon the surrender or partial surrender of the contract.  The amount assessed under the contract terms, if any, depends upon the cost associated with distributing the particular contracts.  The amount, if any, is determined based on a number of factors, including the amount withdrawn, the contract year of surrender, or the number and amount of withdrawals in a calendar year.  The surrender charges are assessed by Jackson and withheld from the proceeds of the withdrawals.  For the years ended December 31, 2011 and 2010, surrender charges were assessed in the amount of $12,188 and $31,890, respectively.

Optional Benefit Charges

Guaranteed Minimum Withdrawal Benefit Charge.  If this benefit has been selected, Jackson will assess an annual charge of 0.51% - 1.86%, depending on the benefit chosen.  The charge will be deducted each calendar quarter from the contract value by redeeming units.

Guaranteed Minimum Death Benefit Charge.  If any of the optional death benefits are selected that are available under the Contract, Jackson will assess an annual charge of .60%, of the Death Benefit base.  The charge will be deducted each contract quarter from the contract value by redeeming units.
 
 
Page 44

 
 
Jackson National Separate Account V
Notes to the Financial Statements (continued)
 
Note 3 – Policy Charges (continued)

Asset-based Charges

Insurance Charges

Jackson deducts a daily charge for administrative expenses from the net assets of the Separate Account equivalent to an annual rate of 0.15%.  The administration charge is designed to reimburse Jackson for administrative expenses related to the Separate Account and the issuance and maintenance of contracts and is assessed through the unit value calculation.

Jackson deducts a daily base contract charge from the net assets of the Separate Account equivalent to an annual rate of 1.35% for the assumption of mortality and expense risks.  The mortality risk assumed by Jackson is that the insured may receive benefits greater than those anticipated by Jackson.  The expense risk assumed by Jackson is that the costs of administering the contracts of the Separate Account will exceed the amount received from the Administration Charge and the Contract Maintenance Charge.

Optional Benefit Charges

Enhanced Death Benefit Charge. If this benefit has been selected, Jackson deducts an additional charge equivalent to an annual rate of 0.15% based on average account value.

Premium Taxes

Some states and other governmental entities charge premium taxes or other similar taxes.  Jackson pays these taxes and may make a deduction from the value of the contract for them.  Premium taxes generally range from 0% to 3.5% depending on the state.
 
Note 4 – Related Party Transactions

For contract enhancement benefits related to the optional benefits offered, Jackson contributed $31,380 and $16,607 to the Separate Account in the form of additional premium to contract owners’ accounts for the years ended December 31, 2011 and 2010, respectively.  These amounts are included in purchase payments received from contract owners.
 
 
Page 45

 

Jackson National Separate Account V
Notes to the Financial Statements (continued)
 
Note 5 – Purchases and Sales of Investments

For the year ended December 31, 2011, purchases and proceeds from sales of investments are as follows:

JNL Series Trust
 
   
Purchases
   
Proceeds
from Sales
      Purchases    
Proceeds
from Sales
 
JNL Disciplined Growth Fund
  $ 665     $ 5,296  
JNL/Goldman Sachs U.S. Equity Flex Fund
  $ 1,445     $ 7,793  
JNL Disciplined Moderate Fund
    26,113       33,422  
JNL/Invesco Global Real Estate Fund
    60,746       133,959  
JNL Disciplined Moderate Growth Fund
    2,641       19,652  
JNL/Invesco International Growth Fund
    289,866       463,261  
JNL Institutional Alt 20 Fund
    17,039       286,376  
JNL/Invesco Large Cap Growth Fund
    293,482       253,814  
JNL Institutional Alt 35 Fund
    6,172       14,324  
JNL/Invesco Small Cap Growth Fund
    314,381       416,029  
JNL Institutional Alt 50 Fund
    6,313       5,795  
JNL/Ivy Asset Strategy Fund
    30,428       14,802  
JNL Institutional Alt 65 Fund
    58,030       31,792  
JNL/JPMorgan International Value Fund
    372,681       804,101  
JNL/American Funds Blue Chip Income and Growth Fund
    2,332       806  
JNL/JPMorgan MidCap Growth Fund
    329,544       520,194  
JNL/American Funds Global Bond Fund
    91,281       83,560  
JNL/JPMorgan U.S. Government & Quality Bond Fund
    931,726       792,009  
JNL/American Funds Global Small Capitalization Fund
    59,247       72,907  
JNL/Lazard Emerging Markets Fund
    236,897       632,490  
JNL/American Funds Growth-Income Fund
    16,327       15,924  
JNL/Lazard Mid Cap Equity Fund
    235,562       631,467  
JNL/American Funds International Fund
    89,468       17,039  
JNL/M&G Global Basics Fund
    144,506       28,305  
JNL/American Funds New World Fund
    88,086       64,915  
JNL/M&G Global Leaders Fund
    2,765       18,755  
JNL/BlackRock Commodity Securities Fund
    327,968       367,320  
JNL/MCM 10 x 10 Fund
    4,921       36,793  
JNL/BlackRock Global Allocation Fund
    13,199       10,342  
JNL/MCM Bond Index Fund
    359,251       314,148  
JNL/Brookfield Global Infrastructure Fund
    -       -  
JNL/MCM Emerging Markets Index Fund
    -       -  
JNL/Capital Guardian Global Balanced Fund
    3,807       64,031  
JNL/MCM European 30 Fund
    2,395       6,482  
JNL/Capital Guardian Global Diversified Research Fund
    82,758       282,417  
JNL/MCM Global Alpha Fund
    -       -  
JNL/Capital Guardian U.S. Growth Equity Fund
    189,402       415,719  
JNL/MCM Index 5 Fund
    1,919       2,995  
JNL/Eagle Core Equity Fund
    20,121       280,380  
JNL/MCM International Index Fund
    29,586       113,255  
JNL/Eagle SmallCap Equity Fund
    2,042,462       1,731,035  
JNL/MCM Pacific Rim 30 Fund
    6,982       11,108  
JNL/Franklin Templeton Founding Strategy Fund
    11,143       96,551  
JNL/MCM S&P 400 MidCap Index Fund
    258,979       337,677  
JNL/Franklin Templeton Global Growth Fund
    205,620       308,259  
JNL/MCM S&P 500 Index Fund
    286,757       894,236  
JNL/Franklin Templeton Global Multisector Bond Fund
    -       -  
JNL/MCM Small Cap Index Fund
    475,546       888,163  
JNL/Franklin Templeton Income Fund
    229,454       171,479  
JNL/Oppenheimer Global Growth Fund
    53,964       313,828  
JNL/Franklin Templeton International Small Cap Growth Fund
    198,922       72,578  
JNL/PAM Asia ex-Japan Fund
    117,180       204,404  
JNL/Franklin Templeton Mutual Shares Fund
    206,846       528,926  
JNL/PAM China-India Fund
    161,433       217,284  
JNL/Franklin Templeton Small Cap Value Fund
    134,543       332,670  
JNL/PIMCO Real Return Fund
    376,195       396,865  
JNL/Goldman Sachs Core Plus Bond Fund
    454,208       655,516  
JNL/PIMCO Total Return Bond Fund
    1,352,232       2,283,576  
JNL/Goldman Sachs Emerging Markets Debt Fund
    67,043       154,824  
JNL/PPM America Floating Rate Income Fund
    3,271       3,262  
JNL/Goldman Sachs Mid Cap Value Fund
    48,619       118,961  
JNL/PPM America High Yield Bond Fund
    539,961       894,105  
 
 
Page 46

 

Jackson National Separate Account V
Notes to the Financial Statements (continued)
 
Note 5 – Purchases and Sales of Investments (continued)
 
JNL Series Trust (continued)
 
    Purchases    
Proceeds
from Sales
      Purchases    
Proceeds
from Sales
 
JNL/PPM America Mid Cap Value Fund
  $ 178,176     $ 222,450  
JNL/S&P Managed Moderate Fund
  $ 36,834     $ 157,778  
JNL/PPM America Small Cap Value Fund
    251,806       304,336  
JNL/S&P Managed Moderate Growth Fund
    1,004,771       751,897  
JNL/PPM America Value Equity Fund
    26,158       105,385  
JNL/S&P Total Yield Fund
    20,366       74,303  
JNL/Red Rocks Listed Private Equity Fund
    40,963       41,943  
JNL/T. Rowe Price Established Growth Fund
    359,871       1,077,350  
JNL/S&P 4 Fund
    34,923       87,454  
JNL/T. Rowe Price Mid-Cap Growth Fund
    1,900,392       2,469,627  
JNL/S&P Competitive Advantage Fund
    240,348       131,916  
JNL/T. Rowe Price Short-Term Bond Fund
    100,542       517,114  
JNL/S&P Dividend Income & Growth Fund
    183,731       17,720  
JNL/T. Rowe Price Value Fund
    232,561       467,866  
JNL/S&P Intrinsic Value Fund
    100,464       105,678  
JNL/WMC Balanced Fund
    271,537       705,964  
JNL/S&P Managed Aggressive Growth Fund
    139,621       988,585  
JNL/WMC Money Market Fund
    2,595,289       2,512,967  
JNL/S&P Managed Conservative Fund
    43,413       94,308  
JNL/WMC Value Fund
    30,211       180,257  
JNL/S&P Managed Growth Fund
    1,373,045       3,176,373                    
 
JNL Variable Fund LLC
 
   
Purchases
   
Proceeds
from Sales
      Purchases    
Proceeds
from Sales
 
JNL/MCM 25 Fund
  $ 340,682     $ 353,758  
JNL/MCM NYSEÒ International 25 Fund
  $ 13,463     $ 18,972  
JNL/MCM Communications Sector Fund
    10,943       70,947  
JNL/MCM Oil & Gas Sector Fund
    311,815       588,374  
JNL/MCM Consumer Brands Sector Fund
    16,591       22,674  
JNL/MCM S&PÒ 24 Fund
    1       19,109  
JNL/MCM Dow SM Dividend Fund
    196,454       47,927  
JNL/MCM S&PÒ SMid 60 Fund
    125,581       82,563  
JNL/MCM Financial Sector Fund
    23,344       20,479  
JNL/MCM Select Small-Cap Fund
    474,234       305,726  
JNL/MCM Healthcare Sector Fund
    39,370       73,724  
JNL/MCM Technology Sector Fund
    41,728       67,841  
JNL/MCM JNL 5 Fund
    243,276       781,223  
JNL/MCM Value LineÒ 30 Fund
    221,383       221,321  
JNL/MCM JNL Optimized 5 Fund
    3,642       33,485  
JNL/MCM VIP Fund
    199,415       172,393  
JNL/MCM NasdaqÒ 25 Fund
    28,682       279                    
 
Note 6 – Subsequent Events

Management has evaluated subsequent events for the Funds through the date the financial statements are available to be issued, and has concluded there are no events that require financial statement disclosure and/or adjustments to the financial statements.
 
 
Page 47

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights
The following is a summary for each period in the five-year period ended December 31, 2011 of unit values, total returns and expense ratios for variable annuity contracts with the highest and lowest expense ratios in addition to certain other portfolio data. Unit values for portfolios that do not have any assets at period end are calculated based on the net asset value of the underlying fund less expenses charged directly to the Separate Account.
 
   
JNL Disciplined
Growth
Portfolio(a)
 
JNL Disciplined
Moderate
Portfolio(a)
 
JNL Disciplined
Moderate
Growth Portfolio(a)
 
JNL Institutional
Alt 20
Portfolio(b)
 
JNL Institutional
Alt 35
Portfolio(b)
 
JNL Institutional
Alt 50
Portfolio(b)
 
JNL Institutional
Alt 65
Portfolio(b)
 
JNL/American
Funds Blue Chip
Income and
Growth Portfolio(c)
 
JNL/American
Funds Global
Bond Portfolio(c)
 
JNL/American
Funds Global
Small Capitalization
Portfolio(c)
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
Unit Value
  $ 8.168945   $ 9.610966   $ 8.844453   $ 13.404272   $ 13.921520   $ 14.214698   $ 14.630368   $ 9.983303   $ 10.607426   $ 8.740576
Total Return *
    -4.72%     -0.93%     -2.48%     -4.16%     -5.38%     -6.18%     -6.98%     -2.86%     2.62%     -20.75%
Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
Unit Value
  $ 8.573739   $ 9.700938   $ 9.069567   $ 13.985593   $ 14.713346   $ 15.151818   $ 15.727433   $ 10.276950   $ 10.336302   $ 11.028693
Total Return *
    10.89%     9.28%     11.43%     11.21%     12.49%     13.02%     13.96%     2.77%***     3.36%***     10.29%***
Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
Unit Value
  $ 7.731663   $ 8.876927   $ 8.138904   $ 12.576129   $ 13.079912   $ 13.405979   $ 13.801146     n/a     n/a     n/a
Total Return *
    23.34%     16.73%     20.76%     25.76%***     30.80%***     34.06%***     38.01%***     n/a     n/a     n/a
Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     n/a     n/a     n/a
                                                             
Period ended December 31, 2008
                                                           
                                                             
Unit Value
  $ 6.268659   $ 7.604559   $ 6.739491     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Total Return *
    -40.20%     -27.80%     -35.83%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
                                                             
Period ended December 31, 2007
                                                           
                                                             
Unit Value
  $ 10.483291   $ 10.532508   $ 10.502980     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Total Return *
    4.83%***     5.33%***     5.03%***     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations April 6, 2009
(c)
Commencement of operations May 3, 2010.
 
 
Page 48

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (Continued)
 
   
JNL Disciplined
Growth
Portfolio(a)
 
JNL Disciplined
Moderate
Portfolio(a)
 
JNL Disciplined
Moderate
Growth Portfolio(a)
 
JNL Institutional
Alt 20
Portfolio(b)
 
JNL Institutional
Alt 35
Portfolio(b)
 
JNL Institutional
Alt 50
Portfolio(b)
 
JNL Institutional
Alt 65
Portfolio(b)
 
Funds Blue Chip
Income and
Growth Portfolio(c)
 
JNL/American
Funds Global
Bond Portfolio(c)
 
Funds Global
Small Capitalization
Portfolio(c)
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
Unit Value
  $ 8.229933   $ 9.682798   $ 8.910381   $ 13.459354   $ 13.978745   $ 14.268986   $ 14.689741   $ 10.018859   $ 10.633164   $ 8.762240
Total Return *
    -4.58%     -0.78%     -2.34%     -4.01%     -5.24%     -6.05%     -6.84%     -2.61%     2.77%     -20.63%
Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
Unit Value
  $ 8.624847   $ 9.758812   $ 9.123492   $ 14.022079   $ 14.751767   $ 15.187069   $ 15.767640   $ 10.287177   $ 10.346594   $ 11.039533
Total Return *
    11.06%     9.45%     11.60%     11.37%     12.66%     13.18%     14.13%     2.87%***     3.47%***     10.40%***
Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
Unit Value
  $ 7.766103   $ 8.916477   $ 8.175057   $ 12.590045   $ 13.094456   $ 13.418576   $ 13.815776     n/a     n/a     n/a
Total Return *
    23.52%     16.91%     20.95%     25.90%***     30.94%***     34.19%***     38.16%***     n/a     n/a     n/a
Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     n/a     n/a     n/a
                                                             
Period ended December 31, 2008
                                                           
                                                             
Unit Value
  $ 6.287130   $ 7.626933   $ 6.759291     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Total Return *
    -40.11%     -27.69%     -35.74%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Ratio of Expenses **
    1.50%     1.50%     1.50%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
                                                             
Period ended December 31, 2007
                                                           
                                                             
Unit Value
  $ 10.498406   $ 10.547703   $ 10.518024     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Total Return *
    4.98%***     5.48%***     5.18%***     n/a     n/a     n/a     n/a     n/a     n/a     n/a
Ratio of Expenses **
    1.50%     1.50%     1.50%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations April 6, 2009.
(c)
Commencement of operations May 3, 2010.
 
 
Page 49

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL Disciplined
Growth
Portfolio(a)
 
JNL Disciplined
Moderate
Portfolio(a)
 
JNL Disciplined
Moderate
Growth Portfolio(a)
 
JNL Institutional
Alt 20
Portfolio(b)
 
JNL Institutional
Alt 35
Portfolio(b)
 
JNL Institutional
Alt 50
Portfolio(b)
 
JNL Institutional
Alt 65
Portfolio(b)
 
JNL/American
Funds Blue Chip
Income and
Growth Portfolio(c)
 
JNL/American
Funds Global
Bond Portfolio(c)
 
JNL/American
Funds Global
Small Capitalization
Portfolio(c)
                                                             
Portfolio data
                                                           
Period ended December 31, 2011
                                                           
                                                             
     1 Net Assets (in thousands)
  $ 41   $ 70   $ 244   $ 241   $ 68   $ 12   $ 75   $ 1   $ 58   $ 16
     1 Units Outstanding (in thousands)
    5     7     28     18     5     1     5     0     6     2
   Investment Income Ratio *
    0.92%     1.06%     0.99%     0.49%     0.69%     0.63%     0.66%     0.61%     0.66%     0.35%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 47   $ 79   $ 265   $ 539   $ 80   $ 12   $ 57   $ -   $ 49   $ 34
   Units Outstanding (in thousands)
    5     8     29     39     5     1     4     -     5     3
   Investment Income Ratio *
    1.08%     1.15%     0.92%     0.76%     0.56%     2.35%     0.55%     0.00%     0.00%     0.00%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 53   $ 86   $ 361   $ 186   $ 50   $ 0   $ 25     n/a     n/a     n/a
   Units Outstanding (in thousands)
    7     10     44     15     4     0     2     n/a     n/a     n/a
   Investment Income Ratio *
    2.23%     2.00%     4.36%     0.00%     0.00%     0.00%     0.00%     n/a     n/a     n/a
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 54   $ 73   $ 76     n/a     n/a     n/a     n/a     n/a     n/a     n/a
   Units Outstanding (in thousands)
    9     10     11     n/a     n/a     n/a     n/a     n/a     n/a     n/a
   Investment Income Ratio *
    1.04%     0.99%     0.94%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ 64   $ 4   $ 105     n/a     n/a     n/a     n/a     n/a     n/a     n/a
   Units Outstanding (in thousands)
    6     0     10     n/a     n/a     n/a     n/a     n/a     n/a     n/a
   Investment Income Ratio *
    0.00%     0.00%     0.00%     n/a     n/a     n/a     n/a     n/a     n/a     n/a
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations April 6, 2009.
(c)
Commencement of operations May 3, 2010.
 
 
Page 50

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/American
Funds
Growth-Income
Portfolio(b)
 
JNL/American
Funds
International
Portfolio(b)
 
JNL/American
Funds New
World Portfolio(b)
 
JNL/BlackRock
Commodity
Securities
Portfolio(a)
 
JNL/BlackRock
Global Allocation
Portfolio(c)
 
JNL/Brookfield
Global
Infrastructure
Portfolio(d)
 
JNL/Capital
Guardian Global
Balanced
Portfolio
 
JNL/Capital
Guardian Global
Diversified
Research Portfolio
 
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
 
JNL/Eagle
Core Equity
Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 9.933278   $ 9.038646   $ 9.472280   $ 10.191294   $ 9.755959   $ 10.351574   $ 11.628326   $ 6.117261   $ 5.158896   $ 10.111162
   Total Return *
    -3.90%     -15.78%     -15.70%     -8.88%     -5.39%     3.52%***     -6.31%     -6.07%     -0.90%     -2.46%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 10.336262   $ 10.731752   $ 11.236416   $ 11.184455   $ 10.312169     n/a   $ 12.411581   $ 6.512347   $ 5.205550   $ 10.366136
   Total Return *
    3.36%***     7.32%***     12.36%***     15.52%     3.12%***     n/a     7.23%     9.94%     10.83%     10.03%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
    n/a     n/a     n/a   $ 9.681782     n/a     n/a   $ 11.574761   $ 5.923285   $ 4.696874   $ 9.421500
   Total Return *
    n/a     n/a     n/a     47.48%     n/a     n/a     20.48%     35.97%     32.61%     31.64%
   Ratio of Expenses **
    n/a     n/a     n/a     1.65%     n/a     n/a     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
    n/a     n/a     n/a   $ 6.564890     n/a     n/a   $ 9.607554   $ 4.356395   $ 3.541947   $ 7.157066
   Total Return *
    n/a     n/a     n/a     -52.02%     n/a     n/a     -29.46%     -43.42%     -41.84%     -40.03%
   Ratio of Expenses **
    n/a     n/a     n/a     1.65%     n/a     n/a     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a     n/a     n/a   $ 13.682419     n/a     n/a   $ 13.619873   $ 7.700008   $ 6.090387   $ 11.935323
   Total Return *
    n/a     n/a     n/a     36.82%***     n/a     n/a     6.18%     18.66%     7.93%     -1.07%
   Ratio of Expenses **
    n/a     n/a     n/a     1.65%     n/a     n/a     1.65%     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations May 3, 2010.
(c)
Commencement of operations October 11, 2010.
(d)
Commencement of operations December 12, 2011.
 
 
Page 51

 
Jackson National Separate Account V
 
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/American
Funds
Growth-Income
Portfolio(b)
 
JNL/American
Funds
International
Portfolio(b)
 
JNL/American
Funds New
World Portfolio(b)
 
JNL/BlackRock
Commodity
Securities
Portfolio(a)
 
JNL/BlackRock
Global Allocation
Portfolio(c)
 
JNL/Brookfield
Global
Infrastructure
Portfolio(d)
 
JNL/Capital
Guardian Global
Balanced
Portfolio
 
JNL/Capital
Guardian Global
Diversified
Research Portfolio
 
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
 
JNL/Eagle
Core Equity
Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 9.958173   $ 9.061202   $ 9.501408   $ 10.267301   $ 9.773863   $ 10.352340   $ 11.762760   $ 6.668277   $ 5.711481   $ 10.228126
   Total Return *
    -3.75%     -15.65%     -15.57%     -8.74%     -5.25%     3.52%***     -6.17%     -5.93%     -0.75%     -2.31%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 10.346633   $ 10.742680   $ 11.254119   $ 11.251011   $ 10.315610     n/a   $ 12.536291   $ 7.088337   $ 5.754522   $ 10.470375
   Total Return *
    3.47%***     7.43%***     12.54%***     15.69%     3.16%***     n/a     7.39%     10.11%     11.00%     10.19%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
    n/a     n/a     n/a   $ 9.724795     n/a     n/a   $ 11.673539   $ 6.437498   $ 5.184415   $ 9.501975
   Total Return *
    n/a     n/a     n/a     47.70%     n/a     n/a     20.66%     36.17%     32.81%     31.84%
   Ratio of Expenses **
    n/a     n/a     n/a     1.50%     n/a     n/a     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
    n/a     n/a     n/a   $ 6.584181     n/a     n/a   $ 9.675032   $ 4.727490   $ 3.903747   $ 7.207373
   Total Return *
    n/a     n/a     n/a     -51.95%     n/a     n/a     -29.35%     -43.34%     -41.76%     -39.94%
   Ratio of Expenses **
    n/a     n/a     n/a     1.50%     n/a     n/a     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a     n/a     n/a   $ 13.702055     n/a     n/a   $ 13.694992   $ 8.343399   $ 6.702457   $ 12.001201
   Total Return *
    n/a     n/a     n/a     37.02%***     n/a     n/a     6.34%     18.84%     8.09%     -0.92%
   Ratio of Expenses **
    n/a     n/a     n/a     1.50%     n/a     n/a     1.50%     1.50%     1.50%     1.50%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations May 3, 2010.
(c)
Commencement of operations October 11, 2010.
(d)
Commencement of operations December 12, 2011.
 
 
Page 52

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/American
Funds
Growth-Income
Portfolio(b)
 
JNL/American
Funds
International
Portfolio(b)
 
JNL/American
Funds New
World Portfolio(b)
 
JNL/BlackRock
Commodity
Securities
Portfolio(a)
 
JNL/BlackRock
Global Allocation
Portfolio(c)
 
JNL/Brookfield
Global
Infrastructure
Portfolio(d)
 
JNL/Capital
Guardian Global
Balanced
Portfolio
 
JNL/Capital
Guardian Global
Diversified
Research Portfolio
 
JNL/Capital
Guardian U.S.
Growth Equity
Portfolio
 
JNL/Eagle
Core Equity
Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 26   $ 69   $ 43   $ 269   $ 239   $ -   $ 217   $ 1,078   $ 2,056   $ 1,607
    1 Units Outstanding (in thousands)
    3     8     4     26     24     -     19     166     372     158
   Investment Income Ratio *
    0.55%     0.69%     0.42%     0.67%     0.43%     0.00%     0.95%     0.87%     0.32%     0.49%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 27   $ 8   $ 30   $ 341   $ 247     n/a   $ 289   $ 1,340   $ 2,272   $ 1,882
   Units Outstanding (in thousands)
    3     1     3     30     24     n/a     23     193     407     180
   Investment Income Ratio *
    0.00%     0.00%     0.00%     0.34     0.00%     n/a     0.97%     0.66%     0.23%     0.24%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
    n/a     n/a     n/a   $ 298     n/a     n/a   $ 340   $ 1,485   $ 2,699   $ 2,261
   Units Outstanding (in thousands)
    n/a     n/a     n/a     31     n/a     n/a     29     235     537     239
   Investment Income Ratio *
    n/a     n/a     n/a     0.74%     n/a     n/a     2.58%   1.48%     0.13%     1.04%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
    n/a     n/a     n/a   $ 245     n/a     n/a   $ 255   $ 1,375   $ 2,669   $ 2,212
   Units Outstanding (in thousands)
    n/a     n/a     n/a     37     n/a     n/a     26     298     706     308
   Investment Income Ratio *
    n/a     n/a     n/a     0.05%     n/a     n/a     0.65%     0.00%     0.00%     2.44%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
    n/a     n/a     n/a   $ 583     n/a     n/a   $ 594   $ 3,520   $ 5,459   $ 4,671
   Units Outstanding (in thousands)
    n/a     n/a     n/a     43     n/a     n/a     44     432     843     390
   Investment Income Ratio *
    n/a     n/a     n/a     0.00%     n/a     n/a     2.60%     0.57%     0.00%     1.80
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations May 3, 2010.
(c)
Commencement of operations October 11, 2010.
(d)
Commencement of operations December 12, 2011.
 
 
Page 53

 

Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/Eagle
SmallCap Equity
Portfolio
 
JNL/Franklin
Templeton Founding
Strategy Portfolio(a)
 
JNL/Franklin
Templeton
Global Growth
Portfolio(a)
 
JNL/Franklin
Templeton Global
Multisector Bond
Portfolio(d)
 
JNL/Franklin
Templeton
Income Portfolio
 
JNL/Franklin
Templeton Inter-
national Small Cap Growth Portfolio(b)
 
JNL/Franklin
Templeton Mutual
Shares Portfolio(a)
 
JNL/Franklin
Templeton
Small Cap
Value Portfolio
 
JNL/Goldman Sachs
Core Plus
Bond Portfolio
 
JNL/Goldman
Sachs Emerging
Markets Debt
Portfolio(c)
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 15.491238   $ 8.414359   $ 7.244003   $ 10.051818   $ 10.976912   $ 6.699602   $ 8.046278   $ 11.536151   $ 17.516754   $ 12.482381
   Total Return *
    -3.91%     -2.97%     -7.61%     0.52%***     0.86%     -15.78%     -2.28%     -4.32%     4.52%     -6.23%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 16.120764   $ 8.672125   $ 7.841092     n/a   $ 10.883511   $ 7.954587   $ 8.234153   $ 12.056389   $ 16.758952   $ 13.311431
   Total Return *
    33.43%     8.58%     5.31%     n/a     10.72%     18.58%     9.63%     24.76%     5.87%     14.17%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 12.081879   $ 7.986657   $ 7.445385     n/a   $ 9.829331   $ 6.708465   $ 7.510824   $ 9.663500   $ 15.830145   $ 11.659673
   Total Return *
    33.27%     28.00%     28.69%     n/a     30.74%     50.09%     24.67%     31.41%     12.29%     20.92%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 9.065750   $ 6.239342   $ 5.785336     n/a   $ 7.517941   $ 4.469574   $ 6.024749   $ 7.353639   $ 14.097877   $ 9.642402
   Total Return *
    -39.29%     -37.18%     -41.59%     n/a     -30.89%     -54.66%     -38.92%     -34.22%     -6.73%     -3.58%***
   Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 14.933697   $ 9.932078   $ 9.905265     n/a   $ 10.877619   $ 9.857515   $ 9.863146   $ 11.179780   $ 15.114377     n/a
   Total Return *
    10.25%     -0.68%***     -0.95%***     n/a     0.17%     -1.42%***     -1.37%***     -7.68%     5.25%     n/a
   Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations December 3, 2007.
(c)
Commencement of operations October 6, 2008.
(d)
Commencement of operations December 12, 2011.
 
 
Page 54

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/Eagle
SmallCap Equity
Portfolio
 
JNL/Franklin
Templeton Founding
Strategy Portfolio(a)
 
JNL/Franklin
Templeton
Global Growth
Portfolio(a)
 
JNL/Franklin
Templeton Global
Multisector Bond
Portfolio(d)
 
JNL/Franklin
Templeton
Income Portfolio
 
JNL/Franklin
Templeton Inter-
national Small Cap Growth Portfolio(b)
 
JNL/Franklin
Templeton Mutual
Shares Portfolio(a)
 
JNL/Franklin
Templeton
Small Cap
Value Portfolio
 
JNL/
Goldman Sachs
Core Plus
Bond Portfolio
 
JNL/Goldman
Sachs Emerging
Markets Debt
Portfolio(c)
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 15.670204   $ 8.477081   $ 7.298087   $ 10.052559   $ 11.070622   $ 16.769947   $ 8.106289   $ 11.445400   $ 18.022261   $ 13.433647
   Total Return *
    -3.76%     -2.83%     -7.48%     0.53%***     1.01%     -15.65%     -2.14%     -4.17%     4.68%     -6.09%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 16.282623   $ 8.723699   $ 7.887804     n/a   $ 10.960011   $ 19.881664   $ 8.283168   $ 11.943675   $ 17.216814   $ 14.304445
   Total Return *
    33.63%     8.75%     5.47%     n/a     10.89%     18.75%     9.80%     24.95%     6.03%     14.34%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 12.184885   $ 8.022127   $ 7.478487     n/a   $ 9.883584   $ 16.741984   $ 7.544205   $ 9.558804   $ 16.238248   $ 12.510467
   Total Return *
    33.47%     28.20%     28.89%     n/a     30.94%     50.32%     24.85%     31.61%     12.46%     21.08%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 9.129353   $ 6.257667   $ 5.802329     n/a   $ 7.548110   $ 11.137623   $ 6.042463   $ 7.263038   $ 14.439639   $ 10.332499
   Total Return *
    -39.20%     -37.09%     -41.51%     n/a     -30.78%     11.38%***     -38.82%     -34.13%     -6.59%     3.32%***
   Ratio of Expenses **
    1.50%     1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 15.015940   $ 9.946322   $ 9.919482     n/a   $ 10.904901     n/a   $ 9.877314   $ 11.025491   $ 15.457585     n/a
   Total Return *
    10.41%     -0.54%***     -0.81%***     n/a     0.32%     n/a     -1.23%***     -7.54%     5.40%     n/a
   Ratio of Expenses **
    1.50%     1.50%     1.50%     n/a     1.50%     n/a     1.50%     1.50%     1.50%     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations December 3, 2007.
(c)
Commencement of operations October 6, 2008.
(d)
Commencement of operations December 12, 2011.
 
 
Page 55

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/Eagle
SmallCap Equity
Portfolio
 
JNL/Franklin
Templeton Founding
Strategy Portfolio(a)
 
JNL/Franklin
Templeton
Global Growth
Portfolio(a)
 
JNL/Franklin
Templeton Global
Multisector Bond
Portfolio(d)
 
JNL/Franklin
Templeton
Income Portfolio
 
JNL/Franklin
Templeton Inter-
national Small Cap Growth Portfolio(b)
 
JNL/Franklin
Templeton Mutual
Shares
Portfolio(a)
 
JNL/Franklin
Templeton
Small Cap
Value Portfolio
 
JNL/
Goldman Sachs
Core Plus
Bond Portfolio
 
JNL/Goldman
Sachs Emerging
Markets Debt
Portfolio(c)
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 834   $ 199   $ 67   $ -   $ 712   $ 167   $ 379   $ 176   $ 1,538   $ 83
    1 Units Outstanding (in thousands)
    53     24     9     -     65     13     47     15     86     6
   Investment Income Ratio *
    0.00%     1.35%     0.22%     0.00%     4.47%     1.93%     1.20%     0.16%     1.76%     4.12%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 494   $ 287   $ 187     n/a   $ 655   $ 67   $ 729   $ 410   $ 1,721   $ 185
   Units Outstanding (in thousands)
    30     33     24     n/a     60     5     88     34     101     14
   Investment Income Ratio *
    0.21%     2.64%     2.06%     n/a     3.45%     1.09%     0.02%     0.38%     2.10%     1.06%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 133   $ 248   $ 83     n/a   $ 806   $ 51   $ 544   $ 322   $ 1,957   $ 111
   Units Outstanding (in thousands)
    11     31     11     n/a     82     6     72     34     121     9
   Investment Income Ratio *
    0.00%     0.06%     1.49%     n/a     8.24%     1.69%     3.70%     0.83%     4.12%     0.15%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 493   $ 352   $ 127     n/a   $ 316   $ 4   $ 367   $ 129   $ 1,939   $ 3
   Units Outstanding (in thousands)
    54     56     22     n/a     42     1     61     18     135     0
   Investment Income Ratio *
    0.00%     0.91%     0.02%     n/a     0.08%     0.63%     0.00%     0.86%     3.28%     0.00%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ 463   $ 550   $ 200     n/a   $ 474   $ -   $ 580   $ 178   $ 2,944     n/a
   Units Outstanding (in thousands)
    31     55     20     n/a     44     -     59     16     192     n/a
   Investment Income Ratio *
    2.11%     0.00%     0.72%     n/a     2.51%     0.00%     0.00%     2.15%     3.43%     n/a
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations December 3, 2007.
(c)
Commencement of operations October 6, 2008.
(d)
Commencement of operations December 12, 2011.

 
Page 56

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
 
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio(a)
 
JNL/Invesco
Global Real Estate
Portfolio
 
JNL/Invesco
International
Growth Portfolio
 
JNL/Invesco
Large Cap
Growth Portfolio
 
JNL/Invesco
Small Cap
Growth Portfolio
 
JNL/Ivy
Asset Strategy
Portfolio(b)
 
JNL/JPMorgan
International
Value Portfolio
 
JNL/JPMorgan
MidCap Growth
Portfolio
 
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 10.894777   $ 7.557414   $ 11.174194   $ 8.560142   $ 10.932012   $ 13.442240   $ 10.188368   $ 8.424659   $ 12.431392   $ 13.481919
   Total Return *
    -8.07%     -12.09%     -7.79%     -8.40%     -8.21%     -2.97%     -9.00%     -14.29%     -7.43%     8.04%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 11.850550   $ 8.596672   $ 12.118633   $ 9.345630   $ 11.909447   $ 13.853801   $ 11.196490   $ 9.828955   $ 13.429174   $ 12.478532
   Total Return *
    22.36%     6.92%     15.23%     10.47%     15.49%     24.15%     8.01%     5.82%     23.54%     5.59%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 9.684932   $ 8.040417   $ 10.517037   $ 8.459918   $ 10.312512   $ 11.159275   $ 10.365860   $ 9.288246   $ 10.870257   $ 11.818233
   Total Return *
    30.48%     22.82%     30.36%     34.75%     22.26%     32.59%     3.66%***     28.04%     40.62%     2.00%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 7.422441   $ 6.546452   $ 8.067404   $ 6.278250   $ 8.435092   $ 8.416062     n/a   $ 7.254283   $ 7.730234   $ 11.586799
   Total Return *
    -37.14%     -38.70%     -36.76%     -41.90%     -38.68%     -40.72%     n/a     -45.40%     -45.35%     4.79%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 11.807642   $ 10.680184   $ 12.756262   $ 10.806541   $ 13.756575   $ 14.196111     n/a   $ 13.286763   $ 14.145927   $ 11.057343
   Total Return *
    1.10%     6.80%***     -16.41%     7.97%     13.85%     9.54%     n/a     10.13%     6.18%     4.63%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     n/a     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations September 28, 2009.
 
 
Page 57

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
 
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio(a)
 
JNL/Invesco
Global Real Estate
Portfolio
 
JNL/Invesco
International
Growth Portfolio
 
JNL/Invesco
Large Cap
Growth Portfolio
 
JNL/Invesco
Small Cap
Growth Portfolio
 
JNL/Ivy
Asset Strategy
Portfolio(b)
 
JNL/JPMorgan
International
Value Portfolio
 
JNL/JPMorgan
MidCap Growth
Portfolio
 
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 11.244118   $ 7.614384   $ 11.407714   $ 9.140300   $ 11.058499   $ 13.597904   $ 10.222853   $ 8.720637   $ 12.576103   $ 13.637968
   Total Return *
    -7.93%     -11.96%     -7.66%     -8.27%     -8.07%     -2.83%     -8.87%     -14.16%     -7.29%     8.20%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 12.212260   $ 8.648507   $ 12.353399   $ 9.964104   $ 12.029238   $ 13.993348   $ 11.217620   $ 10.159070   $ 13.565192   $ 12.604108
   Total Return *
    22.54%     7.08%     15.40%     10.64%     15.66%     24.33%     8.18%     5.98%     23.73%     5.75%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 9.965585   $ 8.076752   $ 10.704692   $ 9.006259   $ 10.400619   $ 11.254772   $ 10.369861   $ 9.585817   $ 10.963893   $ 11.919268
   Total Return *
    30.68%     23.01%     30.56%     34.95%     22.44%     32.79%     3.70%***     28.23%     40.83%     2.15%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 7.626083   $ 6.566021   $ 8.199046   $ 6.673689   $ 8.494410   $ 8.475393     n/a   $ 7.475484   $ 7.785124   $ 11.668340
   Total Return *
    -37.04%     -38.61%     -36.66%     -41.82%     -38.59%     -40.63%     n/a     -45.32%     -45.27%     4.95%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     n/a     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 12.113410   $ 10.695502   $ 12.944984   $ 11.469984   $ 13.832553   $ 14.274724     n/a   $ 13.671379   $ 14.225015   $ 11.118330
   Total Return *
    1.26%     6.96%***     -16.28%     8.13%     14.02%     9.71%     n/a     10.29%     6.35%     4.79%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     n/a     1.50%     1.50%     1.50%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations September 28, 2009.
 
 
Page 58

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
Goldman Sachs
Mid Cap
Value Portfolio
 
JNL/Goldman
Sachs U.S.
Equity Flex
Portfolio(a)
 
JNL/Invesco
Global Real Estate
Portfolio
 
JNL/Invesco
International
Growth Portfolio
 
JNL/Invesco
Large Cap
Growth Portfolio
 
JNL/Invesco
Small Cap
Growth Portfolio
 
JNL/Ivy
Asset Strategy
Portfolio(b)
 
JNL/JPMorgan
International
Value Portfolio
 
JNL/JPMorgan
MidCap Growth
Portfolio
 
JNL/JPMorgan
U.S. Government
& Quality Bond
Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 129   $ 45   $ 232   $ 960   $ 353   $ 68   $ 119   $ 1,111   $ 611   $ 639
    1 Units Outstanding (in thousands)
    12     6     20     107     32     5     12     129     49     47
   Investment Income Ratio *
    0.48%     0.12%     2.59%     0.63%     0.15%     0.00%     0.12%     2.67%     0.00%     3.27%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 212   $ 56   $ 323   $ 1,229   $ 360   $ 176   $ 115   $ 1,758   $ 825   $ 481
   Units Outstanding (in thousands)
    18     7     26     125     30     13     10     175     61     38
   Investment Income Ratio *
    0.44%     0.74%     4.27%     0.65%     0.21%     0.00%     0.00%     2.61%     0.00%     3.90%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 213   $ 37   $ 248   $ 1,391   $ 593   $ 101   $ 62   $ 2,037   $ 813   $ 381
   Units Outstanding (in thousands)
    22     5     23     157     57     9     6     214     74     32
   Investment Income Ratio *
    0.99%     0.84%     2.00%     1.72%     0.23%     0.00%     0.00%     4.04%     0.00%     1.72%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 188   $ 28   $ 261   $ 1,583   $ 703   $ 67     n/a   $ 1,848   $ 619   $ 739
   Units Outstanding (in thousands)
    25     4     32     242     83     8     n/a     249     80     64
   Investment Income Ratio *
    0.76%     0.00%     1.65%     0.42%     0.16%     0.00%     n/a     1.79%     0.00%     3.58%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ 497   $ 25   $ 433   $ 3,284   $ 1,191   $ 112     n/a   $ 4,392   $ 1,369   $ 281
   Units Outstanding (in thousands)
    41     2     34     292     86     8     n/a     324     96     25
   Investment Income Ratio *
    1.99%     0.00%     2.70%     1.36%     0.77%     0.22%     n/a     4.76%     0.00%     6.07%
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations September 28, 2009.
 
 
Page 59

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/Lazard
Emerging Markets
Portfolio
 
JNL/Lazard
Mid Cap
Equity Portfolio
 
JNL/M&G
Global Basics
Portfolio(b)
 
JNL/M&G
Global Leaders
Portfolio(b)
 
JNL/MCM
10 x 10
Portfolio(a)
 
JNL/MCM
25 Portfolio
 
JNL/MCM
Bond Index
Portfolio
 
JNL/MCM
Communications
Sector Portfolio
 
JNL/MCM
Consumer Brands
Sector Portfolio
 
JNL/MCM
Dow Dividend
Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 11.348773   $ 19.878872   $ 12.725592   $ 10.918532   $ 8.315940   $ 12.410610   $ 12.787872   $ 12.971810   $ 12.226920   $ 6.368664
   Total Return *
    -19.09%     -7.21%     -13.33%     -13.00%     -3.69%     7.10%     5.40%     -4.77%     4.79%     4.05%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 14.026687   $ 21.422428   $ 14.682835   $ 12.549975   $ 8.634255   $ 11.588267   $ 12.132410   $ 13.621324   $ 11.667728   $ 6.120967
   Total Return *
    19.91%     21.06%     21.07%     11.52%     14.53%     20.84%     4.14%     20.53%     20.75%     10.21%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 11.697376   $ 17.696293   $ 12.127711   $ 11.253443   $ 7.539053   $ 9.589692   $ 11.650015   $ 11.301584   $ 9.662767   $ 5.553733
   Total Return *
    68.93%     37.37%     44.59%     10.17%     22.55%     50.44%     4.02%     23.54%     30.96%     18.29%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 6.924408   $ 12.882377   $ 8.387420   $ 8.324657   $ 6.151919   $ 6.374381   $ 11.200082   $ 9.148398   $ 7.378312   $ 4.695214
   Total Return *
    -50.87%     -39.96%     -16.13%***     -16.75%***     -37.29%     -36.29%     2.00     -40.63%     -32.57%     -50.19%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 14.092861   $ 21.456850     n/a     n/a   $ 9.810716   $ 10.005312   $ 10.980541   $ 15.408184   $ 10.941919   $ 9.426850
   Total Return *
    29.64%     -4.21%     n/a     n/a     -1.89%***     -4.43%     4.68     2.59%     -9.27%     -20.14%***
   Ratio of Expenses **
    1.65%     1.65%     n/a     n/a     1.65%     1.65%     1.65     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
 
 
Page 60

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/Lazard
Emerging Markets
Portfolio
 
JNL/Lazard
Mid Cap
Equity Portfolio
 
JNL/M&G
Global Basics
Portfolio(b)
 
JNL/M&G
Global Leaders
Portfolio(b)
 
JNL/MCM
10 x 10
Portfolio(a)
 
JNL/MCM
25 Portfolio
 
JNL/MCM
Bond Index
Portfolio
 
JNL/MCM
Communications
Sector Portfolio
 
JNL/MCM
Consumer Brands
Sector Portfolio
 
JNL/MCM
Dow Dividend
Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 11.445739   $ 20.238290   $ 10.162742   $ 11.417009   $ 8.373116   $ 12.519033   $ 12.935770   $ 14.370567   $ 12.132442   $ 7.121724
   Total Return *
    -18.97%     -7.07%     -13.20%     -12.98%     -3.54%     7.27%     5.56%     -4.63%     4.95%     4.20%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 14.125375   $ 21.777160   $ 11.708552   $ 13.120607   $ 8.680616   $ 11.670254   $ 12.254378   $ 15.067506   $ 11.560251   $ 6.834458
   Total Return *
    20.09%     21.24%     17.09%***     11.53%     14.70%     21.02%     4.30%     20.71%     20.93%     10.38%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 11.762023   $ 17.962356     n/a   $ 11.763692   $ 7.568168   $ 9.643059   $ 11.749479   $ 12.482704   $ 9.559521   $ 6.191873
   Total Return *
    69.18%     37.57%     n/a     17.64%***     22.73%     50.67%     4.17%     23.72%     31.16%     18.46%
   Ratio of Expenses **
    1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 6.952240   $ 13.056460     n/a     n/a   $ 6.166414   $ 6.400255   $ 11.278781   $ 10.089329   $ 7.288466   $ 5.226786
   Total Return *
    -50.79%     -39.87%     n/a     n/a     -37.20%     -36.19%     2.15%     -40.54%     -32.32%     -50.12%
   Ratio of Expenses **
    1.50%     1.50%     n/a     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 14.128310   $ 21.714199     n/a     n/a   $ 9.818918   $ 10.030673   $ 11.041121   $ 16.967453   $ 10.768628   $ 10.478416
   Total Return *
    29.84%     -4.07%     n/a     n/a     -1.81%***     -4.28%     4.83%     2.74%     -9.24%     -11.36%***
   Ratio of Expenses **
    1.50%     1.50%     n/a     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
 
 
Page 61

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/Lazard
Emerging Markets
Portfolio
 
JNL/Lazard
Mid Cap
Equity Portfolio
 
JNL/M&G
Global Basics
Portfolio(b)
 
JNL/M&G
Global Leaders
Portfolio(b)
 
JNL/MCM
10 x 10
Portfolio(a)
 
JNL/MCM
25 Portfolio
 
JNL/MCM
Bond Index
Portfolio
 
JNL/MCM
Communications
Sector Portfolio
 
JNL/MCM
Consumer Brands
Sector Portfolio
 
JNL/MCM
Dow Dividend
Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 630   $ 1,614   $ 119   $ 2   $ 334   $ 122   $ 303   $ 67   $ 27   $ 188
    1 Units Outstanding (in thousands)
    55     80     9     0     40     10     24     5     2     29
   Investment Income Ratio *
    0.84%     0.60%     0.57%     0.66%     1.37%     2.29%     2.96%     2.11%     0.33%     2.25%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 1,218   $ 2,113   $ 10   $ 21   $ 380   $ 134   $ 253   $ 130   $ 32   $ 37
   Units Outstanding (in thousands)
    86     98     1     2     44     11     21     9     3     6
   Investment Income Ratio *
    0.52%     0.44%     0.63%     0.33%     1.54%     1.91%     2.36%     2.36%     0.55%     2.02%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 1,006   $ 2,480   $ -   $ 23   $ 539   $ 178   $ 333   $ 106   $ 28   $ 71
   Units Outstanding (in thousands)
    86     139     -     2     71     18     28     9     3     13
   Investment Income Ratio *
    1.78%     0.72%     0.00%     0.60%     3.05%     3.65%     2.33%     3.66%     0.45%     9.03%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 519   $ 2,278   $ -   $ -   $ 716   $ 165   $ 485   $ 101   $ 19   $ 68
   Units Outstanding (in thousands)
    75     175     -     -     116     26     43     10     3     14
   Investment Income Ratio *
    0.85%     1.14%     0.00%     0.00%     4.59%     12.86%     3.02%     4.91     0.29%     1.08%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ 939   $ 4,836     n/a     n/a   $ 84   $ 31   $ 642   $ 212   $ 28   $ -
   Units Outstanding (in thousands)
    66     224     n/a     n/a     9     3     58     13     3     -
   Investment Income Ratio *
    0.30%     4.55%     n/a     n/a     0.00%     1.11%     4.12%     3.23%     0.44%     0.00%
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
 
 
Page 62

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
Emerging Markets
Index
Portfolio(d)
 
JNL/MCM
European 30
Portfolio(b)
 
JNL/MCM
Financial
Sector Portfolio
 
JNL/MCM
Global Alpha
Portfolio(c)
 
JNL/MCM
Healthcare
Sector Portfolio
 
JNL/MCM
Index 5
Portfolio(a)
 
JNL/MCM
International
Index Portfolio
 
JNL/MCM
JNL 5
Portfolio
 
JNL/MCM
JNL Optimized
5 Portfolio
 
JNL/MCM
Nasdaq 25
Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 9.042639   $ 10.913000   $ 5.723043   $ 10.380762   $ 12.284972   $ 9.213671   $ 11.318129   $ 9.673174   $ 8.529134   $ 9.054508
   Total Return *
    -0.08%***     -8.87%     -14.31%     1.20%     9.07%     -3.68%     -13.69%     -3.67%     -11.31%     0.32%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
    n/a   $ 11.975051   $ 6.678908   $ 10.257289   $ 11.263429   $ 9.565781   $ 13.114023   $ 10.041369   $ 9.617287   $ 9.025744
   Total Return *
    n/a     0.46%     11.63%     4.26%     2.18%     13.89%     5.06%     15.19%     11.81%     15.28%
   Ratio of Expenses **
    n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
    n/a   $ 11.919975   $ 5.983140   $ 9.838104   $ 11.023639   $ 8.399242   $ 12.481960   $ 8.717048   $ 8.601527   $ 7.829316
   Total Return *
    n/a     38.72%     16.68%     -1.62%***     18.99%     23.11%     27.17%     22.11%     35.47%     31.91%
   Ratio of Expenses **
    n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
    n/a   $ 8.592666   $ 5.128038     n/a   $ 9.264350   $ 6.822316   $ 9.815528   $ 7.138972   $ 6.349440   $ 5.935342
   Total Return *
    n/a     -14.07%***     -51.45%     n/a     -24.46%     -31.02%     -43.86%     -43.48%     -46.96%     -42.47%
   Ratio of Expenses **
    n/a     1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a     n/a   $ 10.562850     n/a   $ 12.264246   $ 9.889845   $ 17.483311   $ 12.630197   $ 11.971342   $ 10.316556
   Total Return *
    n/a     n/a     -18.72%     n/a     5.80%     -1.10%***     8.57%     -0.23%     11.71%     3.17%***
   Ratio of Expenses **
    n/a     n/a     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
(c)
Commencement of operations September 28, 2009.
(d)
Commencement of operations August 29, 2011.
 
 
Page 63

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
Emerging Markets
Index
Portfolio(d)
 
JNL/MCM
European 30
Portfolio(b)
 
JNL/MCM
Financial
Sector Portfolio
 
JNL/MCM
Global Alpha
Portfolio(c)
 
JNL/MCM
Healthcare
Sector Portfolio
 
JNL/MCM
Index 5
Portfolio(a)
 
JNL/MCM
International
Index Portfolio
 
JNL/MCM
JNL 5
Portfolio
 
JNL/MCM
JNL Optimized
5 Portfolio
 
JNL/MCM
Nasdaq 25
Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 9.043307   $ 11.740317   $ 6.203502   $ 10.415939   $ 12.343555   $ 9.283391   $ 11.449043   $ 11.038740   $ 8.603061   $ 10.138648
   Total Return *
    -0.07%***     -8.73%     -14.18%     1.36%     9.23%     -3.47%     -13.57%     -3.52%     -11.18%     0.52%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
    n/a   $ 12.863412   $ 7.228784   $ 10.276667   $ 11.300240   $ 9.617432   $ 13.245889   $ 11.441799   $ 9.686123   $ 10.086530
   Total Return *
    n/a     0.61%     11.80%     4.42%     2.33%     14.06%     5.22%     15.37%     11.98%     15.45%
   Ratio of Expenses **
    n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
    n/a   $ 12.785008   $ 6.465999   $ 9.841909   $ 11.043089   $ 8.431590   $ 12.588567   $ 9.917893   $ 8.650118   $ 8.736362
   Total Return *
    n/a     27.85%***     16.85%     -1.58%***     19.17%     23.28%     27.36%     22.29%     35.67%     32.11%
   Ratio of Expenses **
    n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
    n/a     n/a   $ 5.533570     n/a   $ 9.266779   $ 6.839467   $ 9.884524   $ 8.110247   $ 6.375734   $ 6.612939
   Total Return *
    n/a     n/a     -51.38%     n/a     -24.35%     -30.91%     -43.77%     -43.39%     -46.88%     -33.87%***
   Ratio of Expenses **
    n/a     n/a     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a     n/a   $ 11.381105     n/a   $ 12.249077   $ 9.899824   $ 17.579822   $ 14.327055   $ 12.002907     n/a
   Total Return *
    n/a     n/a     -18.60%     n/a     5.96%     -1.00%***     8.74%     -0.08%     11.88%     n/a
   Ratio of Expenses **
    n/a     n/a     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
(c)
Commencement of operations September 28, 2009.
(d)
Commencement of operations August 29, 2011.
 
 
Page 64

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
Emerging Markets
Index
Portfolio(d)
 
JNL/MCM
European 30
Portfolio(b)
 
JNL/MCM
Financial
Sector Portfolio
 
JNL/MCM
Global Alpha
Portfolio(c)
 
JNL/MCM
Healthcare
Sector Portfolio
 
JNL/MCM
Index 5
Portfolio(a)
 
JNL/MCM
International
Index Portfolio
 
JNL/MCM
JNL 5
Portfolio
 
JNL/MCM
JNL Optimized
5 Portfolio
 
JNL/MCM
Nasdaq 25
Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ -   $ 8   $ 58   $ -   $ 188   $ 164   $ 281   $ 2,711   $ 95   $ 28
    1 Units Outstanding (in thousands)
    -     1     10     -     15     18     25     257     11     3
   Investment Income Ratio *
    0.00%     1.75%     0.76%     0.00%     0.75%     0.94%     2.32%     3.01%     1.81%     0.86%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
    n/a   $ 13   $ 66   $ -   $ 205   $ 170   $ 409   $ 3,414   $ 136   $ -
   Units Outstanding (in thousands)
    n/a     1     10     -     18     18     31     312     14     -
   Investment Income Ratio *
    n/a     0.06%     1.08%     0.00%     0.95%     0.76%     1.74%     1.93%     1.50%     0.00%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
    n/a   $ 5   $ 76   $ -   $ 237   $ 220   $ 482   $ 4,180   $ 242   $ 48
   Units Outstanding (in thousands)
    n/a     0     13     -     21     26     38     439     28     6
   Investment Income Ratio *
    n/a     2.29%     0.71%     0.00%     1.36%     1.13%     2.11%     3.37%     2.62%     0.00%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
    n/a   $ -   $ 162     n/a   $ 187   $ 157   $ 564   $ 4,659   $ 190   $ 71
   Units Outstanding (in thousands)
    n/a     -     30     n/a     20     23     57     597     30     11
   Investment Income Ratio *
    n/a     0.00%     2.10%     n/a     0.61%     2.25%     1.74%     1.85%     0.01%     0.24%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
    n/a     n/a   $ 147     n/a   $ 385   $ 21   $ 1,659   $ 13,147   $ 616   $ -
   Units Outstanding (in thousands)
    n/a     n/a     13     n/a     31     2     95     949     51     -
   Investment Income Ratio *
    n/a     n/a     1.04%     n/a     0.73%     0.00%     2.95%     1.62%     4.06%     0.00%
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
(c)
Commencement of operations September 28, 2009.
(d)
Commencement of operations August 29, 2011.
 
 
Page 65

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
NYSE International
25 Portfolio(a)
 
JNL/MCM
Oil & Gas
Sector Portfolio
 
JNL/MCM
Pacific Rim 30
Portfolio(b)
 
JNL/MCM
S&P 24
Portfolio
 
JNL/MCM
S&P 400 MidCap
Index Portfolio
 
JNL/MCM
S&P 500
Index Portfolio
 
JNL/MCM
S&P SMid
60 Portfolio(a)
 
JNL/MCM
Select Small-Cap
Portfolio
 
JNL/MCM
Small Cap
Index Portfolio
 
JNL/MCM
Technology
Sector Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 6.194211   $ 25.223792   $ 12.516627   $ 8.992734   $ 14.077112   $ 11.168650   $ 10.389306   $ 5.974364   $ 12.336312   $ 12.480365
   Total Return *
    -25.10%     1.59%     -3.48%     3.20%     -3.74%     -0.19%     -9.22%     -0.30%     -5.90%     -1.95%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 8.269857   $ 24.830043   $ 12.967305   $ 8.714134   $ 14.623918   $ 11.189595   $ 11.444653   $ 5.992173   $ 13.109899   $ 12.729098
   Total Return *
    0.59%     17.16%     11.04%     14.66%     23.77%     12.56     18.78%     13.35%     24.26%     10.27%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 8.221329   $ 21.193363   $ 11.677726   $ 7.600232   $ 11.814977   $ 9.940594   $ 9.634776   $ 5.286536   $ 10.550713   $ 11.543231
   Total Return *
    33.82%     18.12%     14.38%     16.89%     35.77%     23.91%     58.95%     3.18%     25.29%     61.14%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 6.143798   $ 17.942342   $ 9.562853   $ 6.501957   $ 8.701934   $ 8.022588   $ 6.061684   $ 5.123746   $ 8.420943   $ 7.163504
   Total Return *
    -46.81%     -38.88%     -4.37%***     -33.83%     -38.61%     -38.66%     -31.37%     -41.04%     -35.99%     -44.34%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 11.551685   $ 29.355941     n/a   $ 9.826362   $ 14.173799   $ 13.079399   $ 8.831831   $ 8.689928   $ 13.156446   $ 12.871264
   Total Return *
    15.52%***     33.06%     n/a     -1.74%***     5.68%     3.17%     -11.68%***     -11.92%     -3.72%     12.68%
   Ratio of Expenses **
    1.65%     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
 
 
Page 66

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
NYSE International
25 Portfolio(a)
 
JNL/MCM
Oil & Gas
Sector Portfolio
 
JNL/MCM
Pacific Rim 30
Portfolio(b)
 
JNL/MCM
S&P 24
Portfolio
 
JNL/MCM
S&P 400 MidCap
Index Portfolio
 
JNL/MCM
S&P 500
Index Portfolio
 
JNL/MCM
S&P SMid
60 Portfolio(a)
 
JNL/MCM
Select Small-Cap
Portfolio
 
JNL/MCM
Small Cap
Index Portfolio
 
JNL/MCM
Technology
Sector Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 6.237487   $ 25.567191   $ 10.460201   $ 9.405686   $ 14.239938   $ 11.297782   $ 10.462475   $ 6.025388   $ 12.479068   $ 12.012722
   Total Return *
    -24.99%     1.74%     -3.21%     3.46%     -3.60%     -0.04%     -9.09%     -0.15%     -5.76%     -1.81%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 8.315319   $ 25.130459   $ 10.807160   $ 9.091140   $ 14.770999   $ 11.302050   $ 11.508095   $ 6.034283   $ 13.241781   $ 12.233813
   Total Return *
    0.74%     17.34%     8.07%***     14.82%     23.96%     12.73%     18.96%     13.52%     24.44%     10.44%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 8.254119   $ 21.417629     n/a   $ 7.917608   $ 11.915913   $ 10.025444   $ 9.673668   $ 5.315701   $ 10.640867   $ 11.077428
   Total Return *
    34.02%     18.30%     n/a     17.07%     35.98%     24.09%     59.18%     3.33%     25.48%     61.38%
   Ratio of Expenses **
    1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 6.159092   $ 18.105017     n/a   $ 6.763339   $ 8.763115   $ 8.078944   $ 6.077004   $ 5.144294   $ 8.480174   $ 6.864136
   Total Return *
    -46.74%     -38.79%     n/a     -32.37%***     -38.51%     -38.57%     -31.25%     -40.95%     -35.90%     -44.26%
   Ratio of Expenses **
    1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 11.563308   $ 29.577691     n/a     n/a   $ 14.252056   $ 13.151554   $ 8.839370   $ 8.711693   $ 13.229122   $ 12.314873
   Total Return *
    15.63%***     33.26%     n/a     n/a     5.84%     3.33%     -11.61%***     -11.79%     -3.57%     12.85%
   Ratio of Expenses **
    1.50%     1.50%     n/a     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
 
 
Page 67

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
NYSE International
25 Portfolio(a)
 
JNL/MCM
Oil & Gas
Sector Portfolio
 
JNL/MCM
Pacific Rim 30
Portfolio(b)
 
JNL/MCM
S&P 24
Portfolio
 
JNL/MCM
S&P 400 MidCap
Index Portfolio
 
JNL/MCM
S&P 500
Index Portfolio
 
JNL/MCM
S&P SMid
60 Portfolio(a)
 
JNL/MCM
Select Small-Cap
Portfolio
 
JNL/MCM
Small Cap
Index Portfolio
 
JNL/MCM
Technology
Sector Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 11   $ 933   $ 4   $ 0   $ 163   $ 2,846   $ 118   $ 272   $ 1,666   $ 72
    1 Units Outstanding (in thousands)
    2     37     0     0     11     253     11     45     134     6
   Investment Income Ratio *
    1.89%     0.66%     0.92%     0.01%     0.49%     1.59%     0.21%     1.23%     0.69%     0.17%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 23   $ 1,203   $ 9   $ 21   $ 250   $ 3,463   $ 95   $ 110   $ 2,228   $ 99
   Units Outstanding (in thousands)
    3     48     1     2     17     308     8     18     169     8
   Investment Income Ratio *
    0.99%     0.99%     0.00%     0.16%     0.42%     1.35%     0.07%     0.65%     0.56%     0.15%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 90   $ 1,101   $ 46   $ 74   $ 484   $ 3,297   $ 100   $ 132   $ 2,579   $ 151
   Units Outstanding (in thousands)
    11     52     4     10     41     330     10     25     243     13
   Investment Income Ratio *
    5.20%     0.74%     1.40%     0.28%     1.29%     1.64%     0.87%     0.83%     0.99%     0.06%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 51   $ 1,495   $ -   $ 25   $ 339   $ 540   $ 55   $ 50   $ 304   $ 128
   Units Outstanding (in thousands)
    8     83     -     4     39     67     9     10     36     18
   Investment Income Ratio *
    0.03%     0.59%     0.00%     0.00%     0.82%     1.20%     0.04%     0.30%     0.95%     0.03%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ 16   $ 2,102     n/a   $ -   $ 819   $ 1,428   $ 1   $ 62   $ 615   $ 299
   Units Outstanding (in thousands)
    1     71     n/a     -     58     109     0     7     47     24
   Investment Income Ratio *
    1.27%     1.01%     n/a     0.00%     1.00%     1.30%     0.44%     9.59%     1.32%     0.09%
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations April 30, 2007.
(b)
Commencement of operations October 6, 2008.
 
 
Page 68

 

Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
Value Line 30
Portfolio
 
JNL/MCM
VIP Portfolio
 
JNL/
Oppenheimer
Global Growth
Portfolio
 
JNL/PAM
Asia ex-Japan
Portfolio(b)
 
JNL/PAM
China-India
Portfolio(b)
 
JNL/PIMCO
Real Return
Portfolio(a)
 
JNL/PIMCO
Total Return
Bond Portfolio
 
JNL/PPM
America Floating
Rate Income
Portfolio
 
JNL/
PPM America
High Yield
Bond Portfolio
 
JNL/
PPM America
Mid Cap Value
Portfolio(c)
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 5.294216   $ 9.723832   $ 12.332585   $ 8.424602   $ 7.935972   $ 13.881071   $ 17.934558   $ 9.960436   $ 16.430869   $ 9.474806
   Total Return *
    -24.24%     -5.24%     -9.72%     -22.48%     -29.07%     9.89%     3.12%     -1.58%***     2.96%     -8.92%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 6.988146   $ 10.261278   $ 13.660017   $ 10.867837   $ 11.188047   $ 12.631716   $ 17.392443     n/a   $ 15.958077   $ 10.402987
   Total Return *
    20.45%     13.43%     13.49%     17.45%     15.01%     5.96%     5.81%     n/a     13.74%     27.46%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     n/a     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 5.801756   $ 9.046248   $ 12.036151   $ 9.253187   $ 9.727635   $ 11.921178   $ 16.437423     n/a   $ 14.030401   $ 8.161796
   Total Return *
    12.81%     21.92%     37.14%     66.82%     79.28%     15.33%     13.57%     n/a     43.91%     44.97%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     n/a     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 5.143082   $ 7.419727   $ 8.776473   $ 5.546913   $ 5.425816   $ 10.336905   $ 14.474004     n/a   $ 9.749463   $ 5.629914
   Total Return *
    -48.30%     -43.72%     -41.83%     -44.53%***     -45.74%***     -5.31%     -1.24%     n/a     -31.89%     -43.70%***
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     n/a     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 9.948872   $ 13.184426   $ 15.087951     n/a     n/a   $ 10.916235   $ 14.656314     n/a   $ 14.313868     n/a
   Total Return *
    -0.51%***     8.93%     4.58%     n/a     n/a     9.16%***     6.47%     n/a     -2.73%     n/a
   Ratio of Expenses **
    1.65%     1.65%     1.65%     n/a     n/a     1.65%     1.65%     n/a     1.65%     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations December 3, 2007.
(c)
Commencement of operations March 31, 2008.
 
Page 69

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
Value Line 30
Portfolio
 
JNL/MCM
VIP Portfolio
 
JNL/
Oppenheimer
Global Growth
Portfolio
 
JNL/PAM
Asia ex-Japan
Portfolio(b)
 
JNL/PAM
China-India
Portfolio(b)
 
JNL/PIMCO
Real Return
Portfolio(a)
 
JNL/PIMCO
Total Return
Bond Portfolio
 
JNL/PPM
America Floating
Rate Income
Portfolio
 
JNL/
PPM America
High Yield
Bond Portfolio
 
JNL/
PPM America
Mid Cap Value
Portfolio(c)
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 6.108090   $ 10.335898   $ 12.844739   $ 8.066611   $ 7.717233   $ 13.984737   $ 18.389866   $ 9.970419   $ 16.524961   $ 18.406329
   Total Return *
    -24.13%     -5.09%     -9.58%     -22.37%     -28.96%     10.06%     3.27%     -1.48%***     3.12%     -8.79%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 8.050394   $ 10.890645   $ 14.206038   $ 10.390480   $ 10.863371   $ 12.707026   $ 17.807334     n/a   $ 16.025465   $ 20.179263
   Total Return *
    20.63%     13.60%     13.66%     17.63%     15.19%     6.12%     5.97%     n/a     13.91%     27.65%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     n/a     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 6.673626   $ 9.586965   $ 12.498507   $ 8.833493   $ 9.431174   $ 11.974282   $ 16.804309     n/a   $ 14.068527   $ 15.808337
   Total Return *
    12.98%     22.10%     37.35%     67.07%     79.55%     15.50%     13.74%     n/a     44.13%     45.19%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     n/a     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 5.907106   $ 7.851441   $ 9.099953   $ 5.287416   $ 5.252532   $ 10.367391   $ 14.774893     n/a   $ 9.761301   $ 10.887917
   Total Return *
    -40.93%***     -43.64%     -41.74%     -47.13%***     -47.47%***     -5.16%     -1.10%     n/a     -31.79%     8.88%***
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     n/a     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a   $ 13.930646   $ 15.620614     n/a     n/a   $ 10.932025   $ 14.938563     n/a   $ 14.309762     n/a
   Total Return *
    n/a     9.10%     4.73%     n/a     n/a     9.32%***     6.63%     n/a     -2.58%     n/a
   Ratio of Expenses **
    n/a     1.50%     1.50%     n/a     n/a     1.50%     1.50%     n/a     1.50%     n/a
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations December 3, 2007.
(c)
Commencement of operations March 31, 2008.
 
 
Page 70

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/MCM
Value Line 30
Portfolio
 
JNL/MCM
VIP Portfolio
 
JNL/
Oppenheimer
Global Growth
Portfolio
 
JNL/PAM
Asia ex-Japan
Portfolio(b)
 
JNL/PAM
China-India
Portfolio(b)
 
JNL/PIMCO
Real Return
Portfolio(a)
 
JNL/PIMCO
Total Return
Bond Portfolio
 
JNL/PPM
America Floating
Rate Income
Portfolio
 
JNL/
PPM America
High Yield
Bond Portfolio
 
JNL/
PPM America
Mid Cap Value
Portfolio(c)
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 29   $ 308   $ 1,361   $ 76   $ 26   $ 805   $ 5,738   $ -   $ 1,403   $ 11
    1 Units Outstanding (in thousands)
    5     30     107     9     3     58     315     -     85     1
   Investment Income Ratio *
    0.00%     1.02%     0.54%     0.26%     0.12%     0.86%     2.68%     0.00%     5.81%     0.04%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 38   $ 303   $ 1,736   $ 204   $ 98   $ 785   $ 6,557     n/a   $ 1,776   $ 57
   Units Outstanding (in thousands)
    5     28     123     19     9     62     371     n/a     111     5
   Investment Income Ratio *
    0.46%     2.15%     0.70%     0.08%     0.00%     1.26%     2.03%     n/a     6.23%     0.00%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 79   $ 347   $ 1,984   $ 249   $ 119   $ 858   $ 6,622     n/a   $ 1,758   $ 20
   Units Outstanding (in thousands)
    13     36     160     28     12     72     397     n/a     125     2
   Investment Income Ratio *
    0.15%     1.33%     1.42%     0.01%     0.00%     3.22%     2.22%     n/a     5.63%     0.39%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 94   $ 430   $ 1,641   $ 58   $ 6   $ 710   $ 7,035     n/a   $ 1,368   $ 25
   Units Outstanding (in thousands)
    16     55     182     11     1     69     479     n/a     140     3
   Investment Income Ratio *
    0.72%     0.95%     1.27%     0.75%     0.00%     1.40%     3.97%     n/a     8.34%     1.02%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ -   $ 1,332   $ 3,343     n/a     n/a   $ 104   $ 8,236     n/a   $ 2,587     n/a
   Units Outstanding (in thousands)
    -     97     216     n/a     n/a     10     554     n/a     181     n/a
   Investment Income Ratio *
    0.00%     2.14%     0.99%     n/a     n/a     0.00%     4.53%     n/a     7.21%     n/a
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to 0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations January 16, 2007.
(b)
Commencement of operations December 3, 2007.
(c)
Commencement of operations March 31, 2008.
 
 
Page 71

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
PPM America
Small Cap Value
Portfolio(b)
 
JNL/
PPM America
Value Equity
Portfolio
 
JNL/
Red Rocks Listed
Private Equity
Portfolio(c)
 
JNL/S&P 4
Portfolio(a)
 
JNL/S&P
Competitive
Advantage
Portfolio(a)
 
JNL/S&P
Dividend Income
& Growth
Portfolio(a)
 
JNL/S&P
Intrinsic Value
Portfolio(a)
 
JNL/
S&P Managed
Aggressive
Growth Portfolio
 
JNL/
S&P Managed
Conservative
Portfolio
 
JNL/
S&P Managed
Growth Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 9.342189   $ 9.179973   $ 8.194532   $ 10.849365   $ 11.762134   $ 11.111740   $ 11.385436   $ 12.014028   $ 11.765043   $ 12.151793
   Total Return *
    -9.53%     -6.81%     -19.31%     4.14%     8.72%     10.59%     4.78%     -6.35%     1.44%     -4.72%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 10.325729   $ 9.850769   $ 10.155216   $ 10.418059   $ 10.818391   $ 10.047850   $ 10.866382   $ 12.828346   $ 11.598195   $ 12.753832
   Total Return *
    25.62%     15.54%     24.25%     11.93%     10.78%     16.31%     12.52%     15.17%     6.92%     14.22%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 8.219810   $ 8.526127   $ 8.173253   $ 9.307495   $ 9.765415   $ 8.639170   $ 9.657372   $ 11.138711   $ 10.847412   $ 11.166190
   Total Return *
    31.78%     42.21%     38.03%     39.53%     41.86%     21.45%     54.47%     28.90%     11.67%     25.97%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 6.237442   $ 5.995373   $ 5.921322   $ 6.670761   $ 6.883938   $ 7.113548   $ 6.252101   $ 8.641194   $ 9.713922   $ 8.864497
   Total Return *
    -37.63%***     -48.08%     -40.79%***     -32.74%     -30.56%     -27.14%     -36.95%     -40.15%     -15.16%     -36.41%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a   $ 11.546240     n/a   $ 9.917437   $ 9.913348   $ 9.763603   $ 9.916059   $ 14.438856   $ 11.449966   $ 13.941125
   Total Return *
    n/a     -7.18%     n/a     -0.83%***     -0.87%***     -2.36%***     -0.84%***     7.37%     4.55%     6.91%
   Ratio of Expenses **
    n/a     1.65%     n/a     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations December 3, 2007.
(b)
Commencement of operations March 31, 2008.
(c)
Commencement of operations October 6, 2008.
 
 
Page 72

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
PPM America
Small Cap Value
Portfolio(b)
 
JNL/
PPM America
Value Equity
Portfolio
 
JNL/
Red Rocks Listed
Private Equity
Portfolio(c)
 
JNL/S&P 4
Portfolio(a)
 
JNL/S&P
Competitive
Advantage
Portfolio(a)
 
JNL/S&P
Dividend Income
& Growth
Portfolio(a)
 
JNL/S&P
Intrinsic Value
Portfolio(a)
 
JNL/
S&P Managed
Aggressive
Growth Portfolio
 
JNL/
S&P Managed
Conservative
Portfolio
 
JNL/
S&P Managed
Growth Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 8.720963   $ 9.286020   $ 14.612640   $ 11.243330   $ 12.147310   $ 12.634958   $ 12.024888   $ 12.152991   $ 11.892347   $ 12.292345
   Total Return *
    -9.39%     -6.67%     -19.19%     4.30%     8.89%     10.75%     4.93%     -6.21%     1.59%     -4.58%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 9.624691   $ 9.949726   $ 18.081944   $ 10.780230   $ 11.155885   $ 11.408080   $ 11.459486   $ 12.957323   $ 11.706229   $ 12.882062
   Total Return *
    25.83%     15.71%     24.44%     12.10%     10.95%     16.48%     12.69%     15.34%     7.08%     14.39%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 7.649158   $ 8.598879   $ 14.531175   $ 9.616608   $ 10.054990   $ 9.794010   $ 10.169351   $ 11.233840   $ 10.932063   $ 11.261551
   Total Return *
    31.95%     42.43%     38.24%     39.74%     42.08%     21.63%     54.71%     29.10%     11.84%     26.15%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 5.796969   $ 6.037468   $ 10.511204   $ 6.881946   $ 7.076796   $ 8.052079   $ 6.573021   $ 8.701931   $ 9.775040   $ 8.926799
   Total Return *
    -42.03%***     -48.00%     5.11%***     -31.18%***     -29.23%***     -19.48%***     -34.27%***     -40.06%     -15.03%     -36.32%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
    n/a   $ 11.609889     n/a     n/a     n/a     n/a     n/a   $ 14.518557   $ 11.504751   $ 14.018050
   Total Return *
    n/a     -7.04%     n/a     n/a     n/a     n/a     n/a     7.54%     4.70%     7.07%
   Ratio of Expenses **
    n/a     1.50%     n/a     n/a     n/a     n/a     n/a     1.50%     1.50%     1.50%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations December 3, 2007.
(b)
Commencement of operations March 31, 2008.
(c)
Commencement of operations October 6, 2008.
 
 
Page 73

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
PPM America
Small Cap Value
Portfolio(b)
 
JNL/
PPM America
Value Equity
Portfolio
 
JNL/
Red Rocks Listed
Private Equity
Portfolio(c)
 
JNL/S&P 4
Portfolio(a)
 
JNL/S&P
Competitive
Advantage
Portfolio(a)
 
JNL/S&P
Dividend Income
& Growth
Portfolio(a)
 
JNL/S&P
Intrinsic Value
Portfolio(a)
 
JNL/
S&P Managed
Aggressive
Growth Portfolio
 
JNL/
S&P Managed
Conservative
Portfolio
 
JNL/
S&P Managed
Growth Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 91   $ 30   $ 46   $ 130   $ 180   $ 260   $ 44   $ 2,952   $ 582   $ 6,914
    1 Units Outstanding (in thousands)
    10     3     5     12     15     22     4     244     49     565
   Investment Income Ratio *
    0.14%     0.85%     6.61%     4.25%     0.78%     2.13%     0.66%     0.54%     1.99%     0.57%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 165   $ 112   $ 65   $ 180   $ 75   $ 72   $ 51   $ 3,979   $ 634   $ 9,046
   Units Outstanding (in thousands)
    17     11     5     17     7     7     5     308     54     704
   Investment Income Ratio *
    0.41%     0.86%     0.23%     0.00%     0.73%     1.18%     0.71%     0.58%     2.07%     0.77%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 16   $ 206   $ 53   $ 129   $ 85   $ 80   $ 43   $ 4,860   $ 663   $ 12,268
   Units Outstanding (in thousands)
    2     24     6     14     9     9     4     433     61     1,092
   Investment Income Ratio *
    0.47%     7.37%     6.70%     1.50%     0.01%     0.03%     0.04%     2.15%     1.44%     1.83%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 26   $ 66   $ 7   $ 37   $ 20   $ 100   $ 18   $ 4,202   $ 836   $ 10,507
   Units Outstanding (in thousands)
    4     11     1     5     3     13     3     484     86     1,179
   Investment Income Ratio *
    0.55%     2.37%     0.66%     0.01%     1.87%     5.41%     1.84%     0.33%     3.70%     0.49%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
    n/a   $ 115     n/a   $ -   $ -   $ -   $ -   $ 9,019   $ 701   $ 20,966
   Units Outstanding (in thousands)
    n/a     10     n/a     -     -     -     -     622     61     1,498
   Investment Income Ratio *
    n/a     0.56%     n/a     0.00%     0.00%     0.00%     0.00%     1.84%     3.37%     1.53%
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations December 3, 2007.
(b)
Commencement of operations March 31, 2008.
(c)
Commencement of operations October 6, 2008.
 
 
Page 74

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
S&P Managed
Moderate
Portfolio
 
JNL/
S&P Managed
Moderate
Growth Portfolio
 
JNL/S&P
Total Yield
Portfolio(a)
 
JNL/T. Rowe
Price Established
Growth Portfolio
 
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
 
JNL/T. Rowe
Price Short-Term
Bond Portfolio
 
JNL/T. Rowe
Price Value
Portfolio
 
JNL/WMC
Balanced
Portfolio
 
JNL/WMC
Money Market
Portfolio
 
JNL/WMC
Value
Portfolio
                                         
Highest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 11.982037   $ 12.547589   $ 9.016335   $ 12.243485   $ 17.123984   $ 10.395398   $ 11.960407   $ 13.527637   $ 10.534861   $ 13.213294
   Total Return *
    -0.81%     -2.88%     -6.94%     -2.79%     -3.07%     -0.28%     -3.67%     1.58%     -1.63%     -3.66%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 12.079780   $ 12.919731   $ 9.689151   $ 12.595009   $ 17.665826   $ 10.424071   $ 12.416440   $ 13.316682   $ 10.709170   $ 13.714972
   Total Return *
    9.48%     11.33%     8.28%     14.85%     25.77%     1.25%     13.99%     9.01%     -1.64%     11.84%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 11.033618   $ 11.604915   $ 8.948460   $ 10.966237   $ 14.046154   $ 10.294901   $ 10.892170   $ 12.215555   $ 10.887344   $ 12.263486
   Total Return *
    16.69%     21.44%     40.54%     41.15%     44.43%     5.87%     34.84%     17.73%     -1.49%     21.95%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 9.455884   $ 9.556430   $ 6.367107   $ 7.769412   $ 9.725018   $ 9.723670   $ 8.077613   $ 10.375829   $ 11.052144   $ 10.056017
   Total Return *
    -22.53%     -28.69%     -36.72%     -43.78%     -41.62%     -7.51%     -41.44%     -22.02%     0.52%     -34.44%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 12.205632   $ 13.401109   $ 10.061649   $ 13.820046   $ 16.657788   $ 10.513416   $ 13.794433   $ 13.305930   $ 10.994884   $ 15.337839
   Total Return *
    5.96%     6.87%     0.62%***     8.30%     15.29%     3.09%     -0.81%     5.72%     3.02%     6.07%
   Ratio of Expenses **
    1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%     1.65%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations December 3, 2007.
 
 
Page 75

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
S&P Managed
Moderate
Portfolio
 
JNL/
S&P Managed
Moderate
Growth Portfolio
 
JNL/S&P
Total Yield
Portfolio(a)
 
JNL/T. Rowe
Price Established
Growth Portfolio
 
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
 
JNL/T. Rowe
Price Short-Term
Bond Portfolio
 
JNL/T. Rowe
Price Value
Portfolio
 
JNL/WMC
Balanced
Portfolio
 
JNL/WMC
Money Market
Portfolio
 
JNL/WMC
Value
Portfolio
                                         
Lowest expense ratio
                                       
Period ended December 31, 2011
                                       
                                         
   Unit Value
  $ 12.095857   $ 12.692729   $ 8.783509   $ 12.385052   $ 17.312034   $ 10.484109   $ 12.098784   $ 13.684148   $ 10.767210   $ 13.334374
   Total Return *
    -0.66%     -2.74%     -6.80%     -2.65%     -2.92%     -0.13%     -3.53%     1.74%     -1.48%     -3.51%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Unit Value
  $ 12.176299   $ 13.049647   $ 9.424745   $ 12.721594   $ 17.833135   $ 10.497305   $ 12.541322   $ 13.450624   $ 10.929000   $ 13.819971
   Total Return *
    9.65%     11.50%     8.44%     15.03%     25.96%     1.41%     14.17%     9.18%     -1.49%     12.00%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Unit Value
  $ 11.105099   $ 11.704046   $ 8.691243   $ 11.059843   $ 14.157924   $ 10.351698   $ 10.985233   $ 12.319918   $ 11.094178   $ 12.338853
   Total Return *
    16.86%     21.62%     40.75%     41.36%     44.65%     6.03%     35.05%     17.91%     -1.34%     22.13%
   Ratio of Expenses **
    1.50%     1.50     1.50%     1.50     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Unit Value
  $ 9.502873   $ 9.623619   $ 6.174854   $ 7.823988   $ 9.787701   $ 9.762672   $ 8.134415   $ 10.448772   $ 11.245230   $ 10.102667
   Total Return *
    -22.41%     -28.58%     -38.25%***     -43.70     -41.53%     -7.37%     -41.36%     -21.90%     0.67%     -34.34%
   Ratio of Expenses **
    1.50%     1.50%     1.50%     1.50     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Unit Value
  $ 12.247899   $ 13.475091     n/a   $ 13.896268   $ 16.740028   $ 10.539764   $ 13.870604   $ 13.379399   $ 11.170196   $ 15.385875
   Total Return *
    6.12%     7.03%     n/a     8.47%     15.46%     3.25%     -0.66%     5.88%     3.18%     6.23%
   Ratio of Expenses **
    1.50%     1.50%     n/a     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%     1.50%
 
*
Total return for period indicated, including changes in the value of the underlying fund, and reflects deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units,inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return for portfolios with no investment activity at period end is calculated based on the total return of the underlying mutual fund less expenses that are charged directly to the Separate Account.
**
Annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values.
Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds are excluded.
***
Total return is calculated from the effective date through the end of the reporting period. The effective date is the date when the optional benefit in the variable account was elected by a contract owner.
 
(a)
Commencement of operations December 3, 2007.
 
 
Page 76

 
 
Jackson National Separate Account V
Notes to Financial Statements (continued)
 
Note 7 - Financial Highlights (continued)
 
   
JNL/
S&P Managed
Moderate
Portfolio
 
JNL/
S&P Managed
Moderate
Growth Portfolio
 
JNL/S&P
Total Yield
Portfolio(a)
 
JNL/T. Rowe
Price Established
Growth Portfolio
 
JNL/T. Rowe
Price Mid-Cap
Growth Portfolio
 
JNL/T. Rowe
Price Short-Term
Bond Portfolio
 
JNL/T. Rowe
Price Value
Portfolio
 
JNL/WMC
Balanced
Portfolio
 
JNL/WMC
Money Market
Portfolio
 
JNL/WMC
Value
Portfolio
                                         
Portfolio data
                                       
Period ended December 31, 2011
                                       
                                         
    1 Net Assets (in thousands)
  $ 720   $ 6,781   $ 17   $ 3,196   $ 3,942   $ 261   $ 1,161   $ 2,889   $ 1,111   $ 403
    1 Units Outstanding (in thousands)
    60     536     2     259     229     25     96     212     104     30
   Investment Income Ratio *
    1.60%     1.52%     0.32%     0.00%     0.01%     0.85%     1.19%     0.99%     0.00%     0.87%
                                                             
Period ended December 31, 2010
                                                           
                                                             
   Net Assets (in thousands)
  $ 855   $ 6,828   $ 83   $ 3,943   $ 4,854   $ 675   $ 1,454   $ 3,258   $ 1,029   $ 564
   Units Outstanding (in thousands)
    70     525     9     311     273     64     116     243     95     41
   Investment Income Ratio *
    1.20%     1.07%     0.77%     0.04%     0.16%     1.04%     0.96%     1.05%     0.00%     0.83%
                                                             
Period ended December 31, 2009
                                                           
                                                             
   Net Assets (in thousands)
  $ 1,506   $ 7,253   $ 44   $ 3,860   $ 4,831   $ 637   $ 1,321   $ 3,854   $ 2,087   $ 607
   Units Outstanding (in thousands)
    136     621     5     350     342     62     120     314     190     49
   Investment Income Ratio *
    1.15%     0.64%     0.02%     0.26%     0.00%     3.03%     1.41%     2.29%     0.17%     1.52%
                                                             
Period ended December 31, 2008
                                                           
                                                             
   Net Assets (in thousands)
  $ 1,503   $ 6,964   $ 44   $ 3,336   $ 4,109   $ 261   $ 1,345   $ 3,965   $ 3,768   $ 566
   Units Outstanding (in thousands)
    159     725     7     427     421     27     166     380     337     56
   Investment Income Ratio *
    7.60%     1.94%     1.59%     0.08%     0.00%     2.14%     1.98%     2.23%     2.12%     0.03%
                                                             
Period ended December 31, 2007
                                                           
                                                             
   Net Assets (in thousands)
  $ 577   $ 12,538   $ -   $ 7,354   $ 9,009   $ 590   $ 2,132   $ 5,905   $ 2,642   $ 1,311
   Units Outstanding (in thousands)
    47     932     -     530     539     56     154     442     237     85
   Investment Income Ratio *
    2.93%     1.94%     0.00%     0.94%     1.47%     3.13%     2.46%     2.30%     4.64%     3.58%
 
*
These amounts represent the dividends, excluding distributions of capital gains, received by the portfolio from the underlying mutual fund divided by the average net assets. In some instances, the investment income ratio may be rounded to0.00% even though the portfolio received dividend income from the underlying mutual fund.
 
1 Some investments have a net asset and ending unit balance of less than one thousand, due to rounding it is displayed as a zero.
 
(a)
Commencement of operations December 3, 2007.
 
 
Page 77

 
Independent Auditors’ Report
 

To the Board of Directors of Jackson National Life Insurance Company and
Contract Owners of Jackson National Separate Account V:

We have audited the accompanying statements of assets and liabilities of each of the sub-accounts within Jackson National Separate Account V (Separate Account) as set forth herein as of December 31, 2011, and the related statements of operations for the year or period then ended, the statements of changes in net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the transfer agent of the underlying mutual fund and other appropriate audit procedures. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each sub-account within Jackson National Separate Account V as set forth herein as of December 31, 2011, the results of their operations for the year or period then ended, the changes in their net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
 
KPMG LLP
 
March 1, 2012
Chicago, Illinois
 
 
 

 



 
 
 
 
 


 
 
Jackson National Life Insurance Company and Subsidiaries

Index to Consolidated Financial Statements
December 31, 2011

 
 
 
 

 
 
 
     
  KPMG LLP  
  303 East Wacker Drive  
  Chicago, IL 60601-5212  
 
 
 
To the Board of Directors and Stockholder of
Jackson National Life Insurance Company:
 
We have audited the accompanying consolidated balance sheets of Jackson National Life Insurance Company and Subsidiaries  (the Company) as of December 31, 2011 and 2010, and the related consolidated income statements and the consolidated statements of changes in equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2011.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining on a test basis evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jackson National Life Insurance Company and Subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.
 
 
 
 
Chicago, Illinois
March 5, 2012
 
 
  KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
(KPMG International), a Swiss entity.
 
 
1

 
 
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
 
(In thousands, except per share information)

 
   
December 31,
 
Assets
 
2011
   
2010
 
Investments:
           
Securities available for sale, at fair value:
           
Fixed maturities (amortized cost: 2011, $38,688,488; 2010, $39,222,320, including fair value through profit and loss: 2011, $126,657; 2010, $345,038)
  $ 41,546,295     $ 40,801,885  
Trading securities, at fair value
    315,607       467,101  
Commercial mortgage loans, net of allowance
    5,530,370       5,700,365  
Policy loans
    855,099       855,842  
Derivative instruments
    2,605,468       1,010,377  
Other invested assets
    1,255,455       1,038,012  
Total investments
    52,108,294       49,873,582  
Cash and cash equivalents
    656,253       674,253  
Accrued investment income
    576,185       553,762  
Deferred acquisition costs
    5,635,268       5,305,670  
Reinsurance recoverable
    1,409,688       1,089,539  
Income taxes receivable from Parent
    181,774       50,854  
Other assets
    875,288       618,019  
Separate account assets
    58,796,937       48,854,037  
Total assets
  $ 120,239,687     $ 107,019,716  
                 
Liabilities and Equity
               
Liabilities
               
Reserves for future policy benefits and claims payable
  $ 5,078,788     $ 3,149,572  
Other contract holder funds
    44,944,096       44,576,723  
Debt
    297,695       338,805  
Securities lending payable
    53,285       58,115  
Deferred income taxes, net
    1,139,352       656,577  
Derivative instruments
    1,378,907       1,250,807  
Other liabilities
    1,652,609       1,886,751  
Separate account liabilities
    58,796,937       48,854,037  
Total liabilities
    113,341,669       100,771,387  
                 
Equity
               
Common stock, $1.15 par value; authorized 50,000 shares;
               
issued and outstanding 12,000 shares
    13,800       13,800  
Additional paid-in capital
    3,730,901       3,711,500  
Accumulated other comprehensive income, net of
               
tax of $318,302 in 2011 and $53,280 in 2010
    1,329,190       837,006  
Retained earnings
    1,796,398       1,633,691  
Total stockholder's equity
    6,870,289       6,195,997  
Noncontrolling interests
    27,729       52,332  
Total equity
    6,898,018       6,248,329  
Total liabilities and equity
  $ 120,239,687     $ 107,019,716  
 
See accompanying Notes to Consolidated Financial Statements.
 
2

 
 
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
 
(In thousands)

 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Revenues
                 
Fee income
  $ 2,108,159     $ 1,565,992     $ 1,082,281  
Premium
    139,810       142,721       115,231  
Net investment income
    2,644,586       2,704,453       2,488,781  
Net realized losses on investments:
                       
Total other-than-temporary impairments
    (305,805 )     (319,977 )     (1,196,893 )
Portion of other-than-temporary impairments included in
                       
other comprehensive income (loss)
    218,710       176,719       422,186  
Net other-than-temporary impairments
    (87,095 )     (143,258 )     (774,707 )
Other investment losses
    (673,010 )     (1,021,706 )     30,276  
Total net realized losses on investments
    (760,105 )     (1,164,964 )     (744,431 )
Other income
    52,350       61,233       61,112  
Total revenues
    4,184,800       3,309,435       3,002,974  
Benefits and Expenses
                       
Death, other policy benefits and change in policy reserves, net of deferrals
    585,296       536,725       641,386  
Interest credited on other contract holder funds, net of deferrals
    1,384,908       1,445,319       1,502,945  
Interest expense
    42,881       34,825       49,767  
Operating costs and other expenses, net of deferrals
    760,969       621,773       483,924  
Amortization of deferred acquisition and sales inducement costs
    437,358       (11,660 )     (273,341 )
Total benefits and expenses
    3,211,412       2,626,982       2,404,681  
Pretax income before taxes and noncontrolling interests
    973,388       682,453       598,293  
Income tax expense
    276,235       176,737       182,536  
Net income
    697,153       505,716       415,757  
Less:  Net income (loss) attributable to noncontrolling interests
    4,446       7,288       (12,415 )
Net income attributable to Jackson
  $ 692,707     $ 498,428     $ 428,172  

See accompanying Notes to Consolidated Financial Statements.
 
3

 
 
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
 
(In thousands)

 
               
Accumulated
                         
         
Additional
   
other
         
Total
   
Non-
       
   
Common
   
paid-in
   
comprehensive
   
Retained
   
stockholder's
   
controlling
   
Total
 
   
stock
   
capital
   
income (loss)
   
earnings
   
equity
   
interests
   
equity
 
Balances as of December 31, 2008
  $ 13,800     $ 2,968,985     $ (1,627,525 )   $ 1,145,443     $ 2,500,703     $ 126,411     $ 2,627,114  
Comprehensive income:
                                                       
Net income (loss)
                            428,172       428,172       (12,415 )     415,757  
Net unrealized gains (losses)
                                                       
on securities not other-than
                                                 
-temporarily impaired, net
                                                       
of tax of $382,885
                    1,621,868               1,621,868       (38,616 )     1,583,252  
Net unrealized losses on
                                                       
other-than-temporarily impaired
                                                 
securities, net of tax of $(127,733)
              (237,217 )             (237,217 )             (237,217 )
Reclassification adjustment
                                                       
for losses included
                                                       
in net income, net of tax
                                                       
of $240,213
                    446,108               446,108               446,108  
Total comprehensive income (loss)
                    1,830,759       428,172       2,258,931       (51,031 )     2,207,900  
Cumulative effect of change in
                                                       
accounting, net
                    (126,890 )     126,890       -               -  
Capital contribution
            592,410                       592,410               592,410  
Dividends to stockholder
                            (250,000 )     (250,000 )             (250,000 )
Balances as of December 31, 2009
  $ 13,800     $ 3,561,395     $ 76,344     $ 1,450,505     $ 5,102,044     $ 75,380     $ 5,177,424  
                                                         
                                                         
Comprehensive income:
                                                       
Net income
                            498,428       498,428       7,288       505,716  
Net unrealized gains (losses)
                                                       
on securities not other-than
                                                 
-temporarily impaired, net
                                                       
of tax of $422,473
                    784,594               784,594       (30,336 )     754,258  
Net unrealized losses on
                                                       
other-than-temporarily impaired
                                                 
securities, net of tax of $(54,663)
              (101,517 )             (101,517 )             (101,517 )
Reclassification adjustment
                                                       
for losses included
                                                       
in net income, net of tax
                                                       
of $15,223
                    28,270               28,270               28,270  
Total comprehensive income (loss)
                    711,347       498,428       1,209,775       (23,048 )     1,186,727  
Cumulative effect of change in
                                                       
accounting, net
                    49,315       (40,242 )     9,073               9,073  
Capital contribution
            150,105                       150,105               150,105  
Dividends to stockholder
                            (275,000 )     (275,000 )             (275,000 )
Balances as of December 31, 2010
  $ 13,800     $ 3,711,500     $ 837,006     $ 1,633,691     $ 6,195,997     $ 52,332     $ 6,248,329  
                                                         
                                                         
Comprehensive income:
                                                       
Net income
                            692,707       692,707       4,446       697,153  
Net unrealized gains (losses)
                                                       
on securities not other-than
                                                 
-temporarily impaired, net
                                                       
of tax of $360,070
                    668,701               668,701       (29,049 )     639,652  
Net unrealized losses on
                                                       
other-than-temporarily impaired
                                                 
securities, net of tax of $(65,730)
              (122,070 )             (122,070 )             (122,070 )
Reclassification adjustment
                                                       
for losses included
                                                       
in net income, net of tax
                                                       
of $(29,318)
                    (54,447 )             (54,447 )             (54,447 )
Total comprehensive income (loss)
                    492,184       692,707       1,184,891       (24,603 )     1,160,288  
Capital contribution
            19,401                       19,401               19,401  
Dividends to stockholder
                            (530,000 )     (530,000 )             (530,000 )
Balances as of December 31, 2011
  $ 13,800     $ 3,730,901     $ 1,329,190     $ 1,796,398     $ 6,870,289     $ 27,729     $ 6,898,018  

See accompanying Notes to Consolidated Financial Statements.
 
4

 
 
Jackson National Life Insurance Company and Subsidiaries
Consolidated Financial Statements
 
(In thousands)

 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Cash flows from operating activities:
                 
Net income
  $ 697,153     $ 505,716     $ 415,757  
Adjustments to reconcile net income
                       
to net cash provided by operating activities:
                       
Net realized (gains) losses on investments
    (113,933 )     55,495       607,878  
Net losses on derivatives
    809,328       1,069,971       225,566  
Interest credited on other contract holder funds, gross
    1,396,036       1,464,020       1,543,268  
Interest expense on Federal Home Loan Bank funding
                       
agreements
    22,098       22,678       28,906  
Mortality, expense and surrender charges
    (343,983 )     (354,070 )     (327,521 )
Amortization of discount and premium on investments
    5,428       (3,243 )     (1,235 )
Deferred income tax expense
    217,754       355,790       409,848  
Change in:
                       
Accrued investment income
    (22,423 )     (103,629 )     46,654  
Deferred sales inducements and acquisition costs
    (997,357 )     (1,336,646 )     (1,350,132 )
Trading portfolio activity, net
    151,494       90,570       268,154  
Income taxes receivable from Parent
    (130,920 )     318,624       (200,147 )
Other assets and liabilities, net
    (511,464 )     222,438       899,954  
Net cash provided by operating activities
    1,179,211       2,307,714       2,566,950  
                         
Cash flows from investing activities:
                       
Sales of fixed maturities
    7,345,626       8,689,802       9,001,912  
Principal repayments, maturities, calls and redemptions:
                 
Fixed maturities
    1,635,472       1,934,006       2,166,500  
Commercial mortgage loans
    1,323,959       1,375,297       742,080  
Purchases of:
                       
Fixed maturities
    (8,202,646 )     (13,190,087 )     (10,029,527 )
Commercial mortgage loans
    (1,185,257 )     (1,045,450 )     (351,711 )
Other investing activities
    (514,011 )     (716,905 )     (1,534,559 )
Net cash provided by (used in) investing activities
    403,143       (2,953,337 )     (5,305 )
                         
Cash flows from financing activities:
                       
Policyholders' account balances:
                       
Deposits
    20,374,771       17,868,878       14,123,189  
Withdrawals
    (8,846,295 )     (7,182,166 )     (9,543,370 )
Net transfers to separate accounts
    (12,256,282 )     (10,767,308 )     (6,984,733 )
(Payments) Proceeds from repurchase agreements
    (451,678 )     552,458       -  
Proceeds from Federal Home Loan Bank advances
    150,000       -       -  
Proceeds from debt
    -       15,000       -  
Payments on debt
    (40,870 )     (65,711 )     (150,000 )
Payment of cash dividends to Parent
    (530,000 )     (275,000 )     (250,000 )
Capital contribution from Parent
    -       130,000       571,000  
Net cash (used in) provided by financing activities
    (1,600,354 )     276,151       (2,233,914 )
                         
Net (decrease) increase in cash and cash equivalents
    (18,000 )     (369,472 )     327,731  
                         
Cash and cash equivalents, beginning of year
    674,253       1,043,725       715,994  
Total cash and cash equivalents, end of year
  $ 656,253     $ 674,253     $ 1,043,725  
 
See accompanying Notes to Consolidated Financial Statements.
 
5

 
 
Jackson National Life Insurance Company and Subsidiaries
December 31, 2011

 
1. 
Nature of Operations

Jackson National Life Insurance Company (the “Company” or “Jackson”) is wholly owned by Brooke Life Insurance Company (“Brooke Life” or the “Parent”), which is ultimately a wholly owned subsidiary of Prudential plc (“Prudential”), London, England.  Jackson, together with its New York life insurance subsidiary, is licensed to sell group and individual annuity products (including immediate, index linked and deferred fixed annuities and variable annuities), guaranteed investment contracts (“GICs”) and individual life insurance products, including variable universal life, in all 50 states and the District of Columbia.

The consolidated financial statements include accounts, after the elimination of intercompany accounts and transactions, of the following:
 
·  
Life insurers: Jackson and its wholly owned subsidiaries Jackson National Life Insurance Company of New York, Squire Reassurance Company LLC (“Squire Re”) and Jackson National Life (Bermuda) LTD;
·  
Wholly owned broker-dealer, investment management and investment advisor subsidiaries: Jackson National Life Distributors, LLC, Jackson National Asset Management, LLC, Curian Clearing, LLC and Curian Capital, LLC;
·  
Wholly owned insurance agency: JNL Southeast Agency, LLC;
·  
PGDS (US One) LLC (“PGDS”), a wholly owned subsidiary that provides information technology services to Jackson and certain affiliates;
·  
Other partnerships, limited liability companies and variable interest entities (“VIEs”) in which Jackson has a controlling interest or is deemed the primary beneficiary;
·  
Hermitage Management, LLC, a wholly owned subsidiary that holds and manages certain mortgage loans and real estate.

2.
Summary of Significant Accounting Policies

Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).  All significant intercompany accounts and transactions have been eliminated upon consolidation.  In 2011, Jackson adopted a revised presentation of the balance sheet and income statement, with prior year amounts being reclassified to conform with the current year presentation with no impact on stockholder’s equity or net income.  In conjunction with this change, the Company has reclassified its previously reported risk management activity into other investment gains (losses) and net investment income, which is further detailed in Note 5.  In addition, the Company made a correction for an immaterial error in 2009 resulting in a reclassification of $687.0 million, increasing revenues and expenses, with no impact on net income, relating to the classification of certain guaranteed minimum withdrawal benefit reserves.

The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions about future events that affect the amounts reported in the financial statements and the accompanying notes.  Significant estimates or assumptions, as further discussed in the notes, include: 1) valuation of investments and derivative instruments, including fair values of securities deemed to be in an illiquid market and the determination of when an impairment is other-than-temporary; 2) assessments as to whether certain entities are variable interest entities, the existence of reconsideration events and the determination of which party, if any, should consolidate the entity; 3) assumptions impacting future gross profits, including lapse and mortality rates, expenses, investment returns and policy crediting rates, used in the calculation of amortization of deferred acquisition costs and deferred sales inducements; 4) assumptions used in calculating policy reserves and liabilities, including lapse and mortality rates, expenses and investment returns; 5) assumptions as to future earnings levels being sufficient to realize deferred tax benefits; 6) estimates related to establishment of loan loss reserves, liabilities for lawsuits and the liability for state guaranty fund assessments; 7) assumptions and estimates associated with the Company’s tax positions which impact the amount of recognized tax benefits recorded by the Company; and, 8) the value of guarantee obligations.  These estimates and assumptions are based on management’s best estimates and judgments.  Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors deemed appropriate.  As facts and circumstances dictate, these estimates and assumptions may be adjusted.  Since future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes in estimates, including those resulting from continuing changes in the economic environment, will be reflected in the financial statements in the periods the estimates are changed.
 
 
6

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Changes in Accounting Principles – Adopted in Current Year
In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.”  This guidance clarifies which loan modifications constitute troubled debt restructurings.  It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings.  The Company adopted this guidance effective January 1, 2011 and has included the required disclosures herein.

In April 2011, the FASB issued ASU No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements,” which revises the criteria for asseessing effective control for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.  The determination of whether the transfer of a financial asset subject to a repurchase agreement is a sale is based, in part, on whether the entity maintains effective control over the financial asset.  This guidance removes from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of a default by the transferee and also the collateral maintenance implementation guidance related to that criterion.  The Company adopted this guidance effective January 1, 2011 with no impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses,” which requires significant new disclosures about the allowance for credit losses and the credit quality of financing receivables.  The Company adopted the disclosure requirements effective January 1, 2011 and has included the required disclosures herein.

In April 2010, the FASB issued ASU No. 2010-15, “How Investments Held through Separate Accounts Affect an Insurer’s Consolidation Analysis of Those Investments.” This guidance clarifies that an insurance entity should not consider any separate account interests held for the benefit of policyholders in an investment to be the insurer’s interests and should not combine those interests with its general account interest in the same investment when assessing the investment for consolidation, unless the separate account interests are held for the benefit of a related policyholder, as defined in the Variable Interest Entities Subsections of Subtopic 810-10 and those Subsections require the consideration of related parties.  This accounting guidance was effective on January 1, 2011 and had no impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which requires additional disclosures related to transfers between Levels 1 and 2 and for fair value measurement activity in Level 3.  Additional information to be provided includes purchases, sales, issuances, and settlements on a gross basis.  This ASU also clarifies certain other existing disclosure requirements including the level of disaggregation and disclosures around inputs and valuation techniques.  The accounting guidance for new disclosures and clarification of existing disclosures was effective for periods beginning after December 15, 2009 and were included in the Company’s consolidated financial statements for the year ending December 31, 2010.  The additional disclosures related to activity in Level 3 are effective for fiscal years beginning after December 15, 2010, and are included herein.

Changes in Accounting Principles – Adopted in Prior Years
On January 1, 2010, the Company adopted ASU No. 2009-16, “Accounting for Transfers of Financial Assets.”  This accounting guidance amends the current guidance on transfers of financial assets by eliminating the qualifying special-purpose entity (“QSPE”) concept, providing certain conditions that must be met to qualify for sale accounting, changing the amount of gain or loss recognized on certain transfers and requiring additional disclosures.
 
 
7

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
On January 1, 2010, the Company adopted ASU No. 2010-10, “Amendment for Certain Investment Funds,” which provides accounting guidance for determining which enterprise, if any, has a controlling financial interest in a variable interest entity (“VIE”) and requires additional disclosures regarding a company’s involvement in VIEs.  The adoption of ASU 2010-10 and ASU 2009-16 occurred simultaneously, requiring the consolidation of entities formerly considered to be QSPEs and decreasing retained earnings by $40.2 million.  Additional details on the application of this change in accounting principles are included in Note 4.

Changes in Accounting Principles – Not Yet Adopted
In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet: Disclosures about Offsetting Assets and Liabilities,” which requires an entity to disclose information about offsetting and related arrangements.  This guidance is effective for fiscal years beginning after January 1, 2013.  The new disclosures are required to be applied retrospectively for all comparative periods presented.  The Company will adopt this guidance effective January 1, 2013 and include all applicable disclosures.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income,” with an objective of increasing the prominence of items reported in other comprehensive income (“OCI”).  This guidance provides entities with the option to present the total of comprehensive income, the components of net income, and the components of OCI either in a single continuous statement of comprehensive income or in two separate but consecutive statements.    This guidance is applicable retrospectively and is effective for fiscal years beginning after December 15, 2011.  Early adoption is permitted.  The Company will adopt this guidance effective January 1, 2012 and is currently evaluating options for the presentation of comprehensive income upon adoption.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards,” which was issued to create a consistent framework for the application of fair value measurement across jurisdictions.  The amendments include wording changes to GAAP in order to clarify the FASB’s intent about the application of existing fair value measurements and disclosure requirements, as well as to change a particular principle or existing requirement for measuring fair value or disclosing information about fair value measurements.  This new guidance is not expected to change which assets and liabilities are to be carried at fair value.  This guidance is applicable prospectively and is effective for fiscal years beginning after December 15, 2011.  Early adoption is prohibited.  The Company will adopt this guidance effective January 1, 2012 and has not yet determined the impact it will have on the Company’s consolidated financial statements upon adoption.

In October 2010, the FASB issued ASU No. 2010-26, “Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts.” This guidance clarifies which costs related to the acquisition or renewal of insurance contracts can be deferred by insurance entities.  The guidance also specifies that only costs directly related to the successful acquisition of new or renewal contracts can be capitalized.  All other acquisition related costs should be expensed as incurred.

Jackson will adopt this accounting guidance effective January 1, 2012 on a retrospective basis with restatement of all years presented and a cumulative effect adjustment to opening equity balance at January 1, 2010.  Jackson estimates the restatement will reduce deferred acquisition costs by approximately $991.9 million and reduce stockholder’s equity by approximately $641.6 million, net of tax, at January 1, 2010.

The impact on the income statement is as follows (in millions):

   
Years ended December 31,
 
   
2011
   
2010
 
Net income as reported
  $ 693     $ 498  
Reduced deferrals
    (248 )     (243 )
Change in amortization
    61       (31 )
Tax benefit
    65       96  
Net income as adjusted
  $ 571     $ 320  
 
 
8

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


Comprehensive Income (Loss)
Comprehensive income (loss) includes all changes in stockholder’s equity (except those arising from transactions with owners/stockholders) and, in the Company’s case, includes net income (loss) and net unrealized gains or losses on available for sale securities.

Investments
Fixed maturities consist primarily of bonds, notes, redeemable preferred stocks and asset-backed securities. Acquisition discounts and premiums on fixed maturities are amortized into investment income through call or maturity dates using the effective interest method.  Discounts and premiums on asset-backed securities are amortized over the estimated redemption period.  Certain asset-backed securities are considered to be other than high quality or otherwise deemed to be high-risk, meaning the Company might not recover substantially all of its recorded investment due to unanticipated prepayment events.  For these securities, changes in investment yields due to changes in estimated future cash flows are accounted for on a prospective basis.  The carrying value of such securities was $840.7 million and $878.5 million as of December 31, 2011 and 2010, respectively.

Fixed maturities are generally classified as available for sale and are carried at fair value.  For declines in fair value considered to be other-than-temporary, an impairment charge reflecting the difference between the amortized cost basis and fair value is included in net realized losses on investments.  If management believes the Company does not intend to sell the security and will not more likely than not be required to sell the security prior to recovery of its amortized cost basis, an amount representing the non-credit related portion of a loss is reclassified out of net realized losses on investments and into other comprehensive income.  In determining whether an other-than-temporary impairment has occurred, and in calculating the non-credit related component of the total impairment loss, the Company considers a number of factors, which are further detailed in Note 4.

During 2009, the Company transferred the remainder of its equity holdings from available for sale to a trading portfolio and recognized a loss of $87.5 million.  At December 31, 2011 and 2010, all equity holdings were classified as trading.  Trading securities are carried at fair value with changes in value included in net investment income.

Commercial mortgage loans are carried at aggregate unpaid principal balances, net of unamortized discounts and premiums, and impairments including any allowance for loan losses.

On a periodic basis, Jackson assesses the commercial mortgage loan portfolio for the need for an allowance for loan losses. In determining its allowance for losses, the Company evaluates each loan to determine if it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The allowance includes loan specific reserves for loans that are determined to be non-performing as a result of its loan review process, and a portfolio reserve for probable incurred but not specifically identified losses for loans which do not carry loan specific reserves. The loan specific portion of the loss allowance is based on the Company’s assessment as to ultimate collectability of loan principal and interest. This review contemplates a variety of factors which may include, but are not limited to, current economic conditions, the physical condition of the property, the financial condition of the borrower, and the near and long-term prospects for change in these conditions.  In determining the portfolio reserve for incurred but not specifically identified losses, Jackson considers the current credit composition of the portfolio based on the results of our loan modeling analysis, which considers property type, default statistics, historical losses and other relevant factors to determine probability of default and other default loss estimates.  Model assumptions are updated each quarter and, based upon our actual loan experience, are considered together with other relevant qualitative factors in making the final portfolio reserve calculations.  The valuation allowance for commercial mortgage loans can increase or decrease from period to period based on these factors.  Changes in the allowance for loan losses are recorded in investment income.

Separately, Jackson also reviews individual loans in the portfolio for impairment based on an assessment of the factors identified above.  Impairment charges recognized are recorded initially against the established loan loss allowance and, if necessary, any additional amounts are recorded as realized losses. As deemed necessary based on cash flow expectations and other factors, Jackson may place loans on non-accrual status.  In this case, all cash received is applied against the carrying value of the loan.

Policy loans are carried at the unpaid principal balances.
 
 
9

 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


Other invested assets primarily include investments in limited partnerships and real estate.  Carrying values for limited partnership investments are determined by using the proportion of Jackson’s investment in each fund (NAV equivalent) as a practical expedient for fair value.  Real estate is carried at the lower of depreciated cost or fair value.

The Company holds interests in VIEs that represent primary beneficial interests.  These consolidated VIEs include entities structured to hold and manage investments.

Realized gains and losses on sales of investments are recognized in income at the date of sale and are determined using the specific cost identification method.

The changes in unrealized gains and losses on certain investments which are classified as available for sale, net of tax and the effect of the adjustment for deferred acquisition costs and deferred sales inducements, and the non-credit related portion of other-than-temporary impairment charges are excluded from net income and included as a component of other comprehensive income and total equity.  The changes in unrealized gains and losses on investments for which Jackson elected the fair value option are included in net income along with the related adjustment for deferred acquisition costs, deferred sales inducements and income taxes.

Derivative Instruments and Embedded Derivatives
The Company enters into financial derivative transactions, including, but not limited to, swaps, put-swaptions, futures and options to reduce and manage business risks.  These transactions manage the risk of a change in the value, yield, price, cash flows, credit quality or degree of exposure with respect to assets, liabilities or future cash flows which the Company has acquired or incurred.  The Company manages the potential credit exposure for over-the-counter derivative contracts through careful evaluation of the counterparty credit standing, collateral agreements, and master netting agreements.  The Company is exposed to credit-related losses in the event of nonperformance by counterparties, however, it does not anticipate nonperformance.  There were no charges due to nonperformance by derivative counterparties in 2011, 2010 or 2009.

The Company generally uses freestanding derivative instruments for hedging purposes.  Additionally, certain liabilities, primarily trust instruments supported by funding agreements, index linked annuities and guarantees offered in connection with variable annuities issued by the Company, contain embedded derivative instruments.  Further details regarding Jackson’s derivative positions are included in Note 5.  The Company generally does not account for freestanding derivatives as either fair value or cash flow hedges as might be permitted if specific hedging documentation requirements were followed.  Financial derivatives, including derivatives embedded in certain host liabilities that have been separated for accounting and financial reporting purposes, are carried at fair value.  The results from derivative financial instruments and embedded derivatives, including net payments, realized gains and losses and changes in value, are reported in net income.

Cash and Cash Equivalents
Cash and cash equivalents, which primarily include high quality, non-asset-backed commercial paper, money market instruments and deposits in the Federal Home Loan Bank of Indianapolis (“FHLBI”), are carried at cost or amortized cost.  These investments have original maturities of three months or less and are considered cash equivalents for reporting cash flows.

Deferred Acquisition Costs
Certain costs of acquiring new business, principally commissions and certain costs associated with policy issuance and underwriting, which vary with and are primarily related to the production of new business, are capitalized as deferred acquisition costs.  Deferred acquisition costs are increased by interest thereon and amortized into income in proportion to anticipated premium revenues for traditional life policies and in proportion to estimated gross profits, including realized capital gains and losses and derivative movements, for annuities and interest-sensitive life products.  Due to volatility of certain factors, including realized capital gains and losses and derivative movements, amortization may be a benefit or a charge in any given period.  In the event of negative amortization, the related deferred acquisition cost balance is capped at the initial amount capitalized, plus interest.  Unamortized deferred acquisition costs are written off when a contract is internally replaced and substantially changed.  A review of assumptions used for estimating future gross profits underlying the amortization of deferred acquisition costs is conducted on an annual basis.  Based on results of the annual review, the deferred acquisition cost balance is adjusted, with an offsetting credit or charge to amortization expense.
 
 
10

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
As certain fixed maturities available for sale are carried at fair value, an adjustment is made to deferred acquisition costs equal to the change in amortization that would have occurred if such securities had been sold at their stated fair value and the proceeds reinvested at current yields.  This adjustment, along with the change in fair value of fixed maturities available for sale, net of applicable tax, is credited or charged directly to stockholder’s equity as a component of other comprehensive income.  Deferred acquisition costs have been decreased by $1,062.7 million and $598.5 million at December 31, 2011 and 2010, respectively, to reflect this adjustment.

For variable annuity business, the Company employs a mean reversion methodology that is applied with the objective of adjusting the amortization of deferred acquisition costs that would otherwise be highly volatile due to fluctuations in the level of future gross profits arising from changes in equity market levels.  The mean reversion methodology achieves this objective by applying a dynamic adjustment to the level of expectations of short-term future investment returns.  Under the methodology, the projected returns for the next five years are set such that, when combined with the actual returns for the current and preceding two years, the average rate of return over the eight year period is 8.4%, after investment management fees.  The mean reversion methodology does, however, include a cap and a floor of 15% and 0% per annum, respectively, on the projected return for each of the next five years.  Projected returns after the next five years are set at 8.4%.  At December 31, 2010,  future projected returns were capped at the 15% level.  By December 31, 2011, projected returns under mean reversion had fallen and were below the 15% cap.

Deferred acquisition costs are reviewed periodically to ensure that the unamortized portion does not exceed the expected recoverable amounts.  Any amount deemed unrecoverable would be written off with a charge through deferred acquisition costs amortization.  No such write-offs were required for 2011, 2010 and 2009.

Deferred Sales Inducements
Bonus interest on deferred fixed annuities and contract enhancements on index linked annuities and variable annuities are capitalized as deferred sales inducements and included in other assets.  Deferred sales inducements are increased by interest thereon and amortized into income in proportion to estimated gross profits, including realized capital gains and losses and derivative movements.  Due to volatility of certain factors, including realized capital gains and losses and derivative movements, amortization may be a benefit or a charge in any given period.  In the event of negative amortization, the related deferred sales inducements balance is capped at the initial amount capitalized, plus interest.  Unamortized deferred sales inducements are written off when a contract is internally replaced and substantially changed.  A review of assumptions used for estimating future gross profits underlying the amortization of deferred sales inducements is conducted on an annual basis.  Based on results of the annual review, the deferred sales inducement balance is adjusted, with an offsetting credit or charge to amortization expense.

As certain fixed maturities available for sale are carried at fair value, an adjustment is made to deferred sales inducements equal to the change in amortization that would have occurred if such securities had been sold at their stated fair value and the proceeds reinvested at current yields.  This adjustment, along with the change in fair value of fixed maturities available for sale, net of applicable tax, is credited or charged directly to stockholder’s equity as a component of other comprehensive income.  Deferred sales inducements have been decreased by $147.6 million and $82.2 million at December 31, 2011 and 2010, respectively, to reflect this adjustment.

For variable annuity business, the Company employs the same mean reversion methodology as is employed for deferred acquisition costs as described above.

Deferred sales inducements are reviewed periodically to ensure that the unamortized portion does not exceed the expected recoverable amounts.  Any amount deemed unrecoverable would be written off with a charge through deferred sales inducements amortization.  No such write-offs were required for 2011, 2010 and 2009.
 
 
11

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Actuarial Assumption Changes (Unlocking)
Annually, or as circumstances warrant, the Company conducts a comprehensive review of the assumptions used for its estimates of future gross profits underlying the amortization of deferred acquisition costs and deferred sales inducements, as well as the valuation of the embedded derivatives and reserves for life insurance and annuity products with living benefit and death benefit guarantees.  These assumptions include investment margins, mortality, persistency, rider utilization and policy maintenance expenses.  Based on this review, the cumulative balances of deferred acquisition costs, deferred sales inducements and life and annuity reserves are adjusted with an offsetting benefit or charge to net income.   

Reinsurance
The Company enters into assumed and ceded reinsurance agreements with other companies in the normal course of business.  Reinsurance agreements are reported on a gross basis on the Company’s consolidated balance sheets as an asset for amounts recoverable from reinsurers or as a component of other assets or liabilities for amounts, such as premiums, owed to or from reinsurers.  Reinsurance assumed and ceded premiums and benefits paid or provided are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.  Premiums and benefits are reported net of insurance assumed and ceded.

Income Taxes
The Company files income tax returns with the U.S. federal government and various state and local jurisdictions, as well as certain foreign jurisdictions.  The Company is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years prior to 2007.
 
Jackson files a consolidated federal income tax return with Brooke Life and Jackson National Life Insurance Company of New York. Jackson National Life (Bermuda) LTD is taxed as a controlled foreign corporation of Jackson.  All other subsidiaries are limited liability companies with all of their interests owned by Jackson.  Accordingly, they are not considered separate entities for income tax purposes and, therefore, are taxed as part of the operations of Jackson.  Income tax expense is calculated on a separate company basis.

Deferred federal income taxes arise from the recognition of temporary differences between the basis of assets and liabilities determined for financial reporting purposes and the basis determined for income tax purposes.  Such temporary differences are principally related to the effects of recording certain invested assets at fair value, the deferral of policy acquisition costs and sales inducements and the provisions for policy reserves and other insurance items.  Deferred tax assets and liabilities are measured using the tax rates expected to be in effect when such benefits are realized.  In accordance with GAAP, Jackson is required to test the value of deferred tax assets for realizability.  Deferred tax assets are reduced by a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.  In determining the need for a valuation allowance, the Company considers the carryback capacity of losses, reversal of existing temporary differences, estimated future taxable income and tax planning strategies.

The determination of the valuation allowance for Jackson’s deferred tax assets requires management to make certain judgments and assumptions regarding future operations that are based on historical experience and expectations of future performance.  In order to recognize a tax benefit in the consolidated financial statements, there must be a greater than fifty percent chance of success with the relevant taxing authority with regard to that tax position.  Management’s judgments are potentially subject to change given the inherent uncertainty in predicting future performance, which is impacted by such factors as policyholder behavior, competitor pricing and other specific industry and market conditions.

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits as a component of tax expense.
 
 
12

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Reserves for Future Policy Benefits and Claims Payable
For traditional life insurance contracts, reserves for future policy benefits are determined using the net level premium method and assumptions as of the issue date or acquisition date as to mortality, interest, persistency and expenses plus provisions for adverse deviations.  Mortality assumptions range from 25% to 160% of the 1975-1980 Basic Select and Ultimate tables depending on policy duration.  Interest rate assumptions range from 3.5% to 6.0%.  Lapse and expense assumptions are based on Company experience.  See Note 7 for a description of general account reserves related to variable annuity guarantees.

Other Contract Holder Funds
For the Company’s interest-sensitive life contracts, liabilities approximate the policyholder’s account value.  For deferred annuities, the fixed option on variable annuities, guaranteed investment contracts and other investment contracts, the liability is the policyholder’s account value.  The liability for index linked annuities is based on two components, 1) the imputed value of the underlying guaranteed host contract, and 2) the fair value of the embedded option component of the contract.  At December 31, 2011, the Company had interest sensitive life business in force with total account value of $4.5 billion, with minimum guaranteed interest rates ranging from 3.0% to 6.0%, with a 4.93% average guaranteed rate and fixed interest rate annuities of $26.2 billion of account value with minimum guaranteed rates ranging from 1.0% to 5.5% and a 2.83% average guaranteed rate.

Jackson and Jackson National Life Funding, LLC have a European Medium Term Note program, with up to $7 billion in aggregate principal amount outstanding at any one time.  Jackson National Life Funding, LLC was formed as a special purpose vehicle solely for the purpose of issuing Medium Term Note instruments to institutional investors, the proceeds of which are deposited with Jackson and secured by the issuance of funding agreements.  Carrying values totaled $0.7 billion and $1.0 billion at December 31, 2011 and 2010, respectively.

Jackson and Jackson National Life Global Funding have a $10.8 billion aggregate Global Medium Term Note program.  Jackson National Life Global Funding was formed as a statutory business trust, solely for the purpose of issuing Medium Term Note instruments to institutional investors, the proceeds of which are deposited with Jackson and secured by the issuance of funding agreements.  The carrying values at December 31, 2011 and 2010 totaled $1.0 billion and $1.2 billion, respectively.

Those Medium Term Note instruments issued in a foreign currency have been economically hedged for changes in exchange rates using cross-currency swaps.  The fair value of derivatives embedded in funding agreements, as well as unrealized foreign currency transaction gains and losses, are included in the carrying value of the trust instruments supported by funding agreements.

Trust instrument liabilities are adjusted to reflect the effects of foreign currency transaction gains and losses using exchange rates as of the reporting date.  Foreign currency transaction gains and losses are included in other investment gains (losses).

Jackson and Squire Re are members of the Federal Home Loan Bank of Indianapolis (“FHLBI”) primarily for the purpose of participating in its mortgage-collateralized loan advance program with short-term and long-term funding facilities.  Membership requires the Company to purchase and hold a minimum amount of FHLBI capital stock plus additional stock based on outstanding advances.  Advances are in the form of short-term or long-term notes or funding agreements issued to FHLBI.  At December 31, 2011 and 2010, the Company held $107.0 million and $112.1 million, respectively, of FHLBI capital stock, supporting $1.8 billion each period end in funding agreements, short-term and long-term borrowing capacity.
 
 
13

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Contingent Liabilities
The Company is a party to legal actions and, at times, regulatory investigations.  Given the inherent unpredictability of these matters, it is difficult to estimate their impact on the Company’s financial position.  Amounts related to contingent liabilities are established if it is probable that a loss has been incurred and the amount is reasonably estimable.  It is possible that an adverse outcome in certain of the Company’s contingent liabilities, or the use of different assumptions in the determination of amounts recorded, could have a material effect upon the Company’s financial position.  However, it is the opinion of management that the ultimate disposition of contingent liabilities will not have a material adverse affect on the Company's financial condition or results of operations.

Separate Account Assets and Liabilities
The Company maintains separate account assets, which are reported at fair value.  The related liabilities are reported at an amount equivalent to the separate account assets.  At December 31, 2011 and 2010, the separate account assets and liabilities associated with variable life and annuity contracts, aggregated $58.8 billion and $48.9 billion, respectively.  Investment risks associated with market value changes are borne by the contract holders, except to the extent of minimum guarantees made by the Company.  Refer to Note 7 for additional information regarding the Company’s contractual guarantees.  Separate account net investment income, net investment realized and unrealized gains and losses, and the related liability changes are offset within the same line item in the consolidated income statements. Amounts assessed against the contract holders for mortality, administrative, and other services are reported in revenue. 

Additionally, the Company has issued a group variable annuity contract designed for use in connection with and issued to the Company’s Defined Contribution Retirement Plan.  These deposits are allocated to the Jackson National Separate Account - II and aggregated $185.7 million and $176.6 million at December 31, 2011 and 2010, respectively.  The Company receives administrative fees for managing the funds.  These fees are recorded as earned and included in fee income in the consolidated income statements.

Debt
Liabilities for the Company’s debt are primarily carried at an amount equal to the unpaid principal balance.  Original issuance discount or premium and any debt issue costs, if applicable, are recognized as a component of interest expense over the period the debt is expected to be outstanding.  Refer to Note 8 for further information regarding the Company’s debt. 

Revenue and Expense Recognition
Premiums for traditional life insurance are reported as revenues when due.  Benefits, claims and expenses are associated with earned revenues in order to recognize profit over the lives of the contracts.  This association is accomplished through provisions for future policy benefits and the deferral and amortization of acquisition costs.

Deposits on interest-sensitive life products and investment contracts, principally deferred annuities and guaranteed investment contracts, are treated as policyholder deposits and excluded from revenue.  Revenues consist primarily of investment income and charges assessed against the policyholder’s account value for mortality charges, surrenders, variable annuity benefit guarantees and administrative expenses.  Fee income also includes revenues related to asset management fees and 12b-1 service fees.  Surrender benefits are treated as repayments of the policyholder account.  Annuity benefit payments are treated as reductions to the policyholder account.  Death benefits in excess of the policyholder account are recognized as an expense when incurred.  Expenses consist primarily of the interest credited to policyholder deposits.  Underwriting and other acquisition expenses are associated with gross profit in order to recognize profit over the life of the business.  This is accomplished through deferral and amortization of acquisition costs and sales inducements.  Expenses not related to policy acquisition are recognized when incurred.

Investment income is not accrued on securities in default and otherwise where the collection is uncertain.  Receipts of interest on such securities are generally used to reduce the cost basis of the securities.

Jackson has terminated, at the customers’ requests, a number of Medium Term Note contracts at discounted rates.  The income on these early terminations, totaling $2.5 million and $16.8 million in 2010 and 2009, respectively, was included in other income.  There were no early terminations in 2011.

 
14

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

  
Subsequent Events
The Company has evaluated events through March 5, 2012, which is the date the financial statements were available to be issued.

3.     Fair Value Measurements

The following table summarizes the fair value and carrying value of Jackson’s financial instruments (in thousands).
 
    December 31, 2011      December 31, 2010  
   
Carrying Value
   
Fair Value
   
Carrying Value
   
Fair Value
 
Assets
                       
Cash and cash equivalents
  $ 656,253     $ 656,253     $ 674,253     $ 674,253  
Fixed maturities
    41,546,295       41,546,295       40,801,885       40,801,885  
Trading securities
    315,607       315,607       467,101       467,101  
Commercial mortgage loans
    5,530,370       5,937,422       5,700,365       5,953,073  
Policy loans
    855,099       678,141       855,842       684,503  
Limited partnerships
    1,086,546       1,086,546       865,761       865,761  
Other loans
    -       -       19,410       19,313  
Derivative instruments
    2,605,468       2,605,468       1,010,377       1,010,377  
GMIB reinsurance recoverable
    451,274       451,274       127,534       127,534  
Separate account assets
    58,796,937       58,796,937       48,854,037       48,854,037  
                                 
Liabilities
                               
Other contract holder funds
                               
Annuity reserves (1)
  $ 36,484,825     $ 27,711,994     $ 33,829,330     $ 25,847,154  
Reserves for guaranteed investment contracts
    761,638       771,597       700,090       735,869  
Trust instruments supported by funding agreements
    1,663,204       1,709,966       2,209,268       2,266,664  
Federal Home Loan Bank funding agreements
    1,751,020       1,752,556       1,750,989       1,637,555  
Debt
    297,695       323,341       338,805       358,407  
Derivative instruments
    1,378,907       1,378,907       1,250,807       1,250,807  
Separate account liabilities
    58,796,937       58,796,937       48,854,037       48,854,037  
                                 
(1) - Annuity reserves represent only the components of deposits on investment contracts that are considered to be financial instruments.
 
 
Fair value measurements are based upon observable and unobservable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s view of market assumptions in the absence of observable market information.  Jackson utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  All assets and liabilities measured at fair value are required to be classified into one of the following categories:

 
Level 1
Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.  Level 1 securities include U.S. Treasury securities and exchange traded equity and derivative instruments.

 
Level 2
Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities.  Most fixed maturity securities that are model priced using observable inputs are classified within Level 2.  Also included are freestanding and embedded derivative instruments that are priced using models with observable market inputs.

 
Level 3
Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Limited partnership interests and those embedded derivative instruments that are valued using unobservable inputs are included in Level 3.  Because Level 3 fair values, by their nature, contain unobservable market inputs, considerable judgment may be used to determine the Level 3 fair values. Level 3 fair values represent the Company’s best estimate of an amount that could be realized in a current market exchange absent actual market exchanges.
 
 
15

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

In many situations, inputs used to measure the fair value of an asset or liability may fall into different levels of the fair value hierarchy. In these situations, the Company will determine the level in which the fair value falls based upon the lowest level input that is significant to the determination of the fair value. As a result, both observable and unobservable inputs may be used in the determination of fair values that the Company has classified within Level 3.

The Company determines the fair values of certain financial assets and liabilities based on quoted market prices, where available. The Company may also determine fair value based on estimated future cash flows discounted at the appropriate current market rate. When appropriate, fair values reflect adjustments for counterparty credit quality, the Company’s credit standing, liquidity and risk margins on unobservable inputs.

Where quoted market prices are not available, fair value estimates are made at a point in time, based on relevant market data, as well as the best information about the individual financial instrument.  At times, illiquid market conditions may result in inactive markets for certain of the Company’s financial instruments.  In such instances, there is generally no or limited observable market data for these assets and liabilities.  Fair value estimates for financial instruments deemed to be in an illiquid market are based on judgments regarding current economic conditions, liquidity discounts, currency, credit and interest rate risks, loss experience and other factors.  These fair values are estimates and involve considerable uncertainty and variability as a result of the inputs selected and may differ materially from the values that would have been used had an active market existed.  As a result of market inactivity, such calculated fair value estimates may not be realizable in an immediate sale or settlement of the instrument.  In addition, changes in the underlying assumptions used in the fair value measurement technique could significantly affect these fair value estimates.

The following is a discussion of the methodologies used to determine fair values of the financial instruments listed in the above table.

Fixed Maturity and Trading Securities
The fair values for fixed maturity and trading securities are determined by management using information available from independent pricing services, broker-dealer quotes, or internally derived estimates. Priority is given to publicly available prices from independent sources, when available.  Securities for which the independent pricing service does not provide a quotation are either submitted to independent broker-dealers for prices or priced internally.  Typical inputs used by these three pricing methods include, but are not limited to, reported trades, benchmark yields, credit spreads, liquidity premiums, and/or estimated cash flows based on default and prepayment assumptions.

As a result of typical trading volumes and the lack of specific quoted market prices for most fixed maturities, independent pricing services will normally derive the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable information as outlined above. If there are no recently reported trades, the independent pricing services and brokers may use matrix or pricing model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at relevant market rates.  Certain securities are priced using broker-dealer quotes, which may utilize proprietary inputs and models. Additionally, the majority of these quotes are non-binding.

Included in the pricing of asset-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment assumptions believed to be relevant for the underlying collateral.  Actual prepayment experience may vary from these estimates.

Internally derived estimates may be used to develop a fair value for securities for which the Company is unable to obtain either a reliable price from an independent pricing service or a suitable broker-dealer quote. These estimates may incorporate Level 2 and Level 3 inputs and are generally derived using expected future cash flows, discounted at market interest rates available from market sources based on the credit quality and duration of the instrument to determine fair value.  For securities that may not be reliably priced using these internally developed pricing models, a fair value may be estimated using indicative market prices.  These prices are indicative of an exit price, but the assumptions used to establish the fair value may not be observable or corroborated by market observable information and, therefore, are considered to be Level 3 inputs.
 
 
16

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
The Company performs a monthly analysis on the prices and credit spreads received from third parties to ensure that the prices represent a reasonable estimate of the fair value.  This process involves quantitative and qualitative analysis and is overseen by investment and accounting professionals.  Examples of procedures performed include, but are not limited to, initial and on-going review of third party pricing service methodologies, review of pricing statistics and trends, back testing recent trades and monitoring of trading volumes.  In addition, the Company considers whether prices received from independent brokers represent a reasonable estimate of fair value through the use of internal and external cash flow models, which are developed based on spreads and, when available, market indices.  As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the available market data, the price received from the third party may be adjusted accordingly.

For those securities that were internally valued at December 31, 2011 and 2010, an internally developed model was used to determine the fair value.  The pricing model used by the Company utilizes current spread levels of similarly rated securities to determine the  market discount rate for the security.  Furthermore, appropriate risk premiums for illiquidity and non-performance are incorporated in the discount rate.  Cash flows, as estimated by the Company using issuer-specific default statistics and prepayment assumptions, are discounted to determine an estimated fair value. 

On an ongoing basis, the Company reviews the independent pricing services’ valuation methodologies and related inputs, and evaluates the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy distribution based upon trading activity and the observability of market inputs. Based on the results of this evaluation, each price is classified into Level 1, 2, or 3. Most prices provided by independent pricing services, including broker quotes, are classified into Level 2 due to their use of market observable inputs.

Commercial Mortgage Loans
Fair values are determined by discounting the future cash flows at current market interest rates.

Policy Loans
Fair values are determined using projected future cash flows, based on assumptions as to expected mortality and lapse rates, and discounted at the rate that would be required to transfer the asset to a willing third party.

Freestanding Derivative Instruments
Freestanding derivative instruments are reported at fair value, which reflects the estimated amounts, net of payment accruals, which the Company would receive or pay upon sale or termination of the contracts at the reporting date. Changes in fair value are included in other investment gains (losses).  Freestanding derivatives priced using third party pricing services incorporate inputs that are predominantly observable in the market. Inputs used to value derivatives include, but are not limited to, interest rate swap curves, credit spreads, interest rates, counterparty credit risk, equity volatility and equity index levels.

Freestanding derivative instruments classified as Level 1 include futures, which are traded on active exchanges.

Freestanding derivative instruments classified as Level 2 include interest rate swaps, cross currency swaps, credit default swaps, put swaptions and equity index call and put options. These derivative valuations are determined by third party pricing services using pricing models with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data.

Limited Partnerships
Fair value for limited partnership interests, which are included in other invested assets, is determined using the proportion of Jackson’s investment in each fund (NAV equivalent) as a practical expedient for fair value.  No adjustments to these amounts were deemed necessary at December 31, 2011 or 2010.
 
 
17

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


The Company’s limited partnership investments are not redeemable and distributions received are the result of liquidation of the underlying assets of the partnerships.  The term of Jackson’s interest in the partnerships is generally ten years, but may be extended for a period of time under provisions within the partnership agreements, if applicable.  The Company generally has the ability under the partnership agreements to sell its interest to another limited partner with the prior written consent of the general partner.  It is not probable and there is no instance, to date, where Jackson contemplated selling a limited partnership interest for an amount different from its NAV equivalent.

Other Loans
Fair values are determined by discounting the future cash flows at current market interest rates.

Separate Account Assets and Liabilities
Separate account assets are invested in mutual funds, which are categorized as Level 1 assets.  The value of separate account liabilities are set equal to the value of separate account assets under GAAP.

Annuity Reserves
Fair values for immediate annuities without mortality features are derived by discounting the future estimated cash flows using current market interest rates for similar maturities.  Fair values for deferred annuities, including index-linked annuities, are determined using projected future cash flows discounted at the rate that would be required to transfer the liability to a willing third party.

Other Contract Holder Funds
Fair values for guaranteed investment contracts are based on the present value of future cash flows discounted at current market interest rates.

Fair values for trust instruments supported by funding agreements are based on the present value of future cash flows discounted at current market interest rates, plus the fair value of any embedded derivatives that are not required to be reported separately.

Fair values of the FHLBI funding agreements are based on present value of future cash flows discounted at current market interest rates.

Debt
Carrying value of the short-term debt is considered a reasonable estimate for fair value due to their short-term maturity.  Fair values of other fixed interest rate debt are based on broker quotes or future cash flows discounted at current market interest rates.

Certain Guaranteed Benefits
Variable annuity contracts issued by the Company offer various guaranteed minimum death, withdrawal, income and accumulation benefits. Certain benefits, primarily non-life contingent guaranteed minimum withdrawal benefits (“GMWB”), guaranteed minimum accumulation benefits (“GMAB”) and the reinsured portion of the Company’s guaranteed minimum income benefits (“GMIB”), are recorded at fair value.  Guaranteed benefits that are not subject to fair value accounting are accounted for as insurance benefits.

Non-life contingent GMWBs and GMABs are recorded at fair value with changes in fair value recorded in other investment gains (losses). The fair value of the reserve is based on the expectations of future benefit payments and future fees associated with the benefits.  At the inception of the contract, the Company attributes to the derivative a portion of total fees collected from the contract holder, which is then held static in future valuations. Those fees, generally referred to as the attributed fees, are set such that the present value of the attributed fees is equal to the present value of future claims expected to be paid under the guaranteed benefit at the inception of the contract. In subsequent valuations, both the present value of future benefits and the present value of attributed fees are revalued based on current market conditions and policyholder behavior assumptions. The difference between each of the two components represents the fair value of the embedded derivative.  Jackson discontinued offering the GMAB in 2011.
 
 
18

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Jackson’s GMIB book is reinsured through an unrelated party and, due to the net settlement provisions of the reinsurance agreement, this contract meets the definition of a freestanding derivative. Accordingly, the GMIB reinsurance agreement is recorded at fair value, with changes in fair value recorded in other investment gains (losses).  Due to the inability to economically reinsure or hedge new issues of the GMIB, the Company discontinued offering the benefit in 2009.

Fair values for GMWB and GMAB embedded derivatives, as well as GMIB reinsurance recoverables, are calculated using internally developed models because active, observable markets do not exist for those guaranteed benefits.

The fair value calculation is based on the present value of future cash flows comprised of future expected benefit payments, less future attributed rider fees, over the lives of the contracts.  Estimating these cash flows requires numerous estimates and subjective judgments related to capital market inputs, as well as actuarially determined assumptions related to expectations concerning policyholder behavior.   Capital market inputs include expected market rates of return, market volatility, correlations of market index returns to funds, fund performance and discount rates.  The more significant actuarial assumptions include benefit utilization by policyholders under varying conditions, persistency, mortality, and withdrawal rates.  Because of the dynamic and complex nature of these cash flows, best estimate assumptions, plus risk margins, and a stochastic process involving the generation of thousands of scenarios that assume risk neutral returns consistent with swap rates are used.
 
At each valuation date, the Company assumes expected returns based on LIBOR swap rates as of that date to determine the value of expected future cash flows produced in the stochastic process.  Volatility assumptions are based on a weighting of available market data for implied market volatility for durations up to 10 years, at which point the projected volatility is held constant.  Additionally, non-performance risk is incorporated into the calculation through the use of discount rates based on a AA corporate credit curve as an approximation of Jackson’s own credit risk.  Other risk margins, particularly for policyholder behavior, are also incorporated into the model through the use of best estimate assumptions, plus a risk margin. Estimates of future policyholder behavior are subjective and are based primarily on the Company’s experience.

As markets change, mature and evolve and actual policyholder behavior emerges, management continually evaluates the appropriateness of its assumptions for this component of the fair value model.

The use of the models and assumptions described above requires a significant amount of judgment.  Management believes the aggregation of each of these components results in an amount that the Company would be required to transfer for a liability, or receive for an asset, to or from a willing buyer or seller, if one existed, for those market participants to assume the risks associated with the guaranteed benefits and the related reinsurance. However, the ultimate settlement amount of the liability, which is currently unknown, could likely be significantly different than this fair value.
 
 
19

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table summarizes the Company’s assets and liabilities that are carried at fair value by hierarchy levels (in thousands):
 
December 31, 2011
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets
                       
Fixed maturities
                       
Government securities
  $ 3,361,506     $ 3,360,159     $ 1,347     $ -  
Public utilities
    2,670,236       -       2,669,713       523  
Corporate securities
    27,249,121       -       27,217,349       31,772  
Residential mortgage-backed
    3,988,907       -       3,988,907       -  
Commercial mortgage-backed
    3,329,434       -       3,329,434       -  
Other asset-backed securities
    947,091       11,249       925,782       10,060  
Trading securities
    315,607       255,716       -       59,891  
Limited partnerships
    1,086,546       -       -       1,086,546  
Derivative instruments
    2,605,468       -       2,603,534       1,934  
GMIB reinsurance recoverable
    451,274       -       -       451,274  
Separate account assets (1)
    58,796,937       58,796,937       -       -  
Total
  $ 104,802,127     $ 62,424,061     $ 40,736,066     $ 1,642,000  
                                 
Liabilities
                               
Embedded derivative liabilities (2)
  $ 2,949,878     $ -     $ 871,827     $ 2,078,051  
Derivative instruments
    1,378,907       114,368       1,264,539       -  
Separate account liabilities
    58,796,937       58,796,937       -       -  
Total
  $ 63,125,722     $ 58,911,305     $ 2,136,366     $ 2,078,051  
                                 
                                 
December 31, 2010
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets
                               
Fixed maturities
                               
Government securities
  $ 3,848,246     $ 3,817,832     $ 30,414     $ -  
Public utilities
    2,708,660       -       2,707,928       732  
Corporate securities
    24,816,251       -       24,784,177       32,074  
Residential mortgage-backed
    4,348,262       -       4,348,262       -  
Commercial mortgage-backed
    3,764,136       -       3,764,136       -  
Other asset-backed securities
    1,316,330       11,193       1,230,324       74,813  
Trading securities
    467,101       255,166       -       211,935  
Limited partnerships
    865,761       -       -       865,761  
Derivative instruments
    1,010,377       -       1,010,377       -  
GMIB reinsurance recoverable
    127,534       -       -       127,534  
Separate account assets (1)
    48,854,037       48,854,037       -       -  
Total
  $ 92,126,695     $ 52,938,228     $ 37,875,618     $ 1,312,849  
                                 
Liabilities
                               
Embedded derivative liabilities (2)
  $ 1,249,972     $ -     $ 936,438     $ 313,534  
Derivative instruments
    1,250,807       117,449       1,127,527       5,831  
Debt
    26,207       -       26,207       -  
Separate account liabilities
    48,854,037       48,854,037       -       -  
Total
  $ 51,381,023     $ 48,971,486     $ 2,090,172     $ 319,365  
                                 
(1) Pursuant to ASC 944-80, the value of the separate account liabilities is set equal to the value of the separate account assets.
 
(2) Includes the embedded derivative liabilities related to GMWB and GMAB benefits and index-linked annuities.
 
 
 
20

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
The tables below provide rollforwards for 2011 and 2010 of the financial instruments for which significant unobservable inputs (Level 3) are used in the fair value measurement. Gains and losses in the table below include changes in fair value due partly to observable and unobservable factors. The Company utilizes derivative instruments to manage the risk associated with certain assets and liabilities. However, the derivative instruments hedging the related risks may not be classified within the same fair value hierarchy level as the associated assets and liabilities. Therefore, the impact of the derivative instruments reported in Level 3 below may vary significantly from the total income effect of the hedged instruments. Additionally, the Company’s policy for determining and disclosing transfers between levels is to recognize transfers using beginning of period balances.
 
         
Total Realized/Unrealized Gains (Losses) Included in
                   
                     
Purchases,
             
   
Fair Value
               
Sales,
   
Transfers
   
Fair Value
 
   
as of
         
Other
   
Issuances
   
in and/or
   
as of
 
   
January 1,
   
Net
   
Comprehensive
   
and
   
(out of)
   
December 31,
 
(in thousands)
 
2011
   
Income
   
Income
   
Settlements
   
Level 3
   
2011
 
Assets
                                   
Fixed maturities
                                   
Public utilities
  $ 732     $ (25 )   $ -     $ (184 )   $ -     $ 523  
Corporate securities
    32,074       1,300       1,676       (3,278 )     -       31,772  
Other asset-backed securities
    74,813       (3,002 )     3,920       (73,868 )     8,197       10,060  
Trading securities
    211,935       15,934       -       (167,978 )     -       59,891  
Limited partnerships
    865,761       84,328       -       136,457       -       1,086,546  
Derivative instruments
    -       1,934       -       -       -       1,934  
GMIB reinsurance recoverable
    127,534       323,740       -       -       -       451,274  
                                                 
Liabilities
                                               
Embedded derivative liabilities
    (313,534 )     (1,764,517 )     -       -       -       (2,078,051 )
Derivative instruments
    (5,831 )     5,831       -       -       -       -  
                                                 
           
Total Realized/Unrealized Gains (Losses) Included in
                         
                           
Purchases,
                 
   
Fair Value
                   
Sales,
   
Transfers
   
Fair Value
 
   
as of
           
Other
   
Issuances
   
in and/or
   
as of
 
   
January 1,
   
Net
   
Comprehensive
   
and
   
(out of)
   
December 31,
 
(in thousands)
    2010    
Income
   
Income
   
Settlements
   
Level 3
      2010  
Assets
                                               
Fixed maturities
                                               
Public utilities
  $ 13,338     $ (1,809 )   $ 1,870     $ (8,165 )   $ (4,502 )   $ 732  
Corporate securities
    472,466       803       4,611       (158,439 )     (287,367 )     32,074  
Residential mortgage-backed
    2,969       (4,583 )     7,038       (5,424 )     -       -  
Commercial mortgage-backed
    77,899       (1,579 )     16,203       (43,852 )     (48,671 )     -  
Other asset-backed securities
    902,956       (2,444 )     13,683       (386,693 )     (452,689 )     74,813  
Trading securities
    246,045       64,689       -       (98,799 )     -       211,935  
Limited partnerships
    704,689       67,466       -       93,606       -       865,761  
Derivative instruments
    281,989       (26,551 )     -       (99,003 )     (156,435 )     -  
GMIB reinsurance recoverable
    141,459       (13,925 )     -       -       -       127,534  
                                                 
Liabilities
                                               
Embedded derivative liabilities
    (437,433 )     123,899       -       -       -       (313,534 )
Derivative instruments
    (27,230 )     21,399       -       -       -       (5,831 )
 
 
21

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


The components of the amounts included in purchases, sales, issuances and setttlements at December 31, 2011 shown above are as follows (in thousands):
 
   
Purchases
   
Sales
   
Issuances
   
Settlements
   
Total
 
Assets
                             
    Fixed maturities                              
    Public utilities
  $ -     $ (184 )   $ -     $ -     $ (184 )
    Corporate securities
    -       (3,278 )     -       -       (3,278 )
    Other asset-backed securities
    -       (73,868 )     -       -       (73,868 )
    Trading securities     2,629       (170,607 )     -       -       (167,978 )
    Limited partnerships     254,880       (118,423 )     -       -       136,457  
    Total   $ 257,509     $ (366,360 )   $ -     $ -     $ (108,851 )

Upon adoption of ASC 820-10, certain broker priced assets were classified as Level 3 holdings as a result of illiquidity in the market and the resultant lack of observability into the assumptions used to produce those fair values. During 2010, as a result of changes in the level of observability of these inputs, Jackson determined that these assets would be more appropriately categorized in Level 2. As a result, Jackson transferred securities with an amortized cost and fair value of $1,059.5 million and $775.3 million, respectively, and derivative assets with a fair value of $156.4 million from Level 3 to Level 2 during 2010. For the year ended December 31, 2011, Jackson transferred securities with an amortized cost and fair value of $9.3 million and $8.2 million, respectively, into Level 3 from Level 2 as a result of third party pricing not being available. There were no transfers between Level 1 and 2 of the fair value hierarchy.

The portion of gains (losses) included in net income or other comprehensive income attributable to the change in unrealized gains and losses on Level 3 financial instruments still held at December 31, 2011 and 2010, was as follows (in thousands):
 
   
2011
   
2010
 
Assets
           
Fixed maturities            
Public utilities
  $ (25 )   $ -  
Corporate securities
    2,962       2,635  
Other asset-backed securities
    (3,865 )     2,891  
Trading securities
    15,915       28,905  
Limited partnerships
    84,478       68,169  
Derivative instruments
    1,934       -  
GMIB reinsurance recoverable
    323,740       (13,925 )
                 
Liabilities
               
Embedded derivative liabilities
  $ (1,764,517 )   $ 123,899  
Derivative instruments
    (5,831 )     21,399  
 
4.
Investments

Investments are comprised primarily of fixed-income securities, primarily publicly traded industrial, utility and government bonds, asset-backed securities and commercial mortgage loans. Asset-backed securities include mortgage-backed and other structured securities. The Company generates the majority of its general account deposits from interest-sensitive individual annuity contracts, life insurance products and guaranteed investment contracts on which it has committed to pay a declared rate of interest. The Company's strategy of investing in fixed-income securities and loans aims to ensure matching of the asset yield with the amounts credited to the interest-sensitive liabilities and to earn a stable return on its investments.
 
 
22

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


Fixed Maturities
The following table sets forth fixed maturities at December 31, 2011, classified by rating categories as assigned by nationally recognized statistical rating organizations (“NRSRO”), the National Association of Insurance Commissioners (“NAIC”), or if not rated by such organizations, the Company’s affiliated investment advisor. At December 31, 2011, the carrying value of investments rated by the Company’s affiliated investment advisor totaled $164.4 million. For purposes of the table, if not otherwise rated higher by a NRSRO, NAIC Class 1 investments are included in the A rating; Class 2 in BBB; Class 3 in BB and Classes 4 through 6 in B and below.

 
Percent of Total
Fixed Maturities
Carrying Value
December 31, 2011
Investment Rating
 
AAA
22.2%
AA
5.6%
A
31.1%
BBB
35.1%
Investment grade
94.0%
BB
3.1%
B and below
2.9%
Below investment grade
6.0%
Total fixed maturities
100.0%

At December 31, 2011, based on ratings by NRSROs, of the total carrying value of fixed maturities in an unrealized loss position, 57% were investment grade, 33% were below investment grade and 10% were not rated. Unrealized losses on fixed maturities that were below investment grade or not rated represented approximately 65% of the aggregate gross unrealized losses on available for sale fixed maturities.

Corporate securities in an unrealized loss position were diversified across industries. As of December 31, 2011, the industries accounting for the larger percentage of unrealized losses included banking/finance (9.83% of fixed maturities gross unrealized losses) and telecommunications (1.42%). The largest unrealized loss related to a single corporate obligor was $26.5 million at December 31, 2011.

The amortized cost, gross unrealized gains and losses, fair value and non-credit OTTI of available for sale fixed maturities, including $126.7 million and $345.0 million in securities carried at fair value with changes in value recorded through the income statement during 2011 and 2010, respectively, were as follows (in thousands):
 
   
Amortized
Cost (1)
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
   
Non-credit
OTTI (2)
 
December 31, 2011
                             
Fixed Maturities
                             
Government securities
  $ 2,932,197     $ 429,309     $ -     $ 3,361,506     $ -  
Public utilities
    2,346,651       324,466       881       2,670,236       -  
Corporate securities
    25,129,745       2,217,024       97,648       27,249,121       6,755  
Residential mortgage-backed
    4,127,911       146,430       285,434       3,988,907       (177,444 )
Commercial mortgage-backed
    3,064,184       324,360       59,110       3,329,434       (6,933 )
Other asset-backed securities
    1,087,800       15,564       156,273       947,091       (59,520 )
Total fixed maturities
  $ 38,688,488     $ 3,457,153     $ 599,346     $ 41,546,295     $ (237,142 )
 
(1)
Fair value for securities carried at fair value with changes in value recorded through the income statement.
 
(2)
Represents the amount of cumulative non-credit OTTI gains (losses) recognized in other comprehensive income on securities for which credit impairments have been recorded.
 
 
23

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


   
Amortized
Cost (1)
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
   
Non-credit
OTTI (2)
 
December 31, 2010
                             
Fixed Maturities
                             
Government securities
  $ 3,789,201     $ 62,052     $ 3,007     $ 3,848,246     $ -  
Public utilities
    2,514,868       205,830       12,038       2,708,660       -  
Corporate securities
    23,362,634       1,597,001       143,384       24,816,251       12,184  
Residential mortgage-backed
    4,542,139       138,232       332,109       4,348,262       (158,502 )
Commercial mortgage-backed
    3,549,421       277,898       63,183       3,764,136       (8,192 )
Other asset-backed securities
    1,464,057       18,831       166,558       1,316,330       (17,757 )
Total fixed maturities
  $ 39,222,320     $ 2,299,844     $ 720,279     $ 40,801,885     $ (172,267 )
 
(1)
Fair value for securities carried at fair value with changes in value recorded through the income statement.
 
(2)
Represents the amount of cumulative non-credit OTTI gains (losses) recognized in other comprehensive income on securities for which credit impairments have been recorded.
 
The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at December 31, 2011, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities where securities can be called or prepaid with or without early redemption penalties.

   
Amortized (1)
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair Value
 
                         
Due in 1 year or less
  $ 1,279,659     $ 25,880     $ 54     $ 1,305,485  
Due after 1 year through 5 years
    6,262,323       450,621       10,644       6,702,300  
Due after 5 years through 10 years
    18,743,820       1,856,138       42,706       20,557,252  
Due after 10 years through 20 years
    2,172,590       267,399       13,845       2,426,144  
Due after 20 years
    1,950,201       370,761       31,280       2,289,682  
Residential mortgage-backed
    4,127,911       146,430       285,434       3,988,907  
Commercial mortgage-backed
    3,064,184       324,360       59,110       3,329,434  
Other asset-backed securities
    1,087,800       15,564       156,273       947,091  
Total
  $ 38,688,488     $ 3,457,153     $ 599,346     $ 41,546,295  
 
(1) Fair value for securities carried at fair value with changes in value recorded through the income statement.
 
U.S. Treasury securities with a carrying value of $4.6 million and $4.2 million at December 31, 2011 and 2010, respectively, were on deposit with regulatory authorities, as required by law in various states in which business is conducted.

At December 31, 2011, the amortized cost and carrying value of fixed maturities in default that were anticipated to be income producing when purchased were $2.3 million and $7.0 million, respectively. The amortized cost and carrying value of fixed maturities that have been non-income producing for the 12 months preceding December 31, 2011 were $2.3 million and $7.0 million, respectively, and for the 12 months preceding December 31, 2010 were $2.9 million and $8.8 million, respectively.
 
 
24

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
 
Residential mortgage-backed securities (“RMBS”) include certain RMBS which are collateralized by residential mortgage loans and are neither explicitly nor implicitly guaranteed by U.S. government agencies (“non-agency mortgage-backed securities”). The Company’s non-agency mortgage-backed securities include investments in securities backed by prime, Alt-A, and subprime loans as follows (in thousands):
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
December 31, 2011
 
Cost (1)
   
Gains
   
Losses
   
Value
 
                         
Prime
  $ 865,197     $ 5,522     $ 79,340     $ 791,379  
Alt-A
    560,471       2,076       85,280       477,267  
Subprime
    441,311       61       120,814       320,558  
Total non-agency RMBS
  $ 1,866,979     $ 7,659     $ 285,434     $ 1,589,204  
                                 
                         
          Gross      Gross        
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
December 31, 2010
 
Cost (1)
   
Gains
   
Losses
   
Value
 
                                 
Prime
  $ 1,073,242     $ 12,511     $ 134,826     $ 950,927  
Alt-A
    736,193       2,786       95,028       643,951  
Subprime
    475,652       1,076       99,128       377,600  
Total non-agency RMBS
  $ 2,285,087     $ 16,373     $ 328,982     $ 1,972,478  
 
(1) Fair value for securities carried at fair value with changes in value recorded through the income statement.
 
The Company defines its exposure to non-agency residential mortgage loans as follows. Prime loan-backed securities are collateralized by mortgage loans made to the highest rated borrowers. Alt-A loan-backed securities are collateralized by mortgage loans made to borrowers who lack credit documentation or necessary requirements to obtain prime borrower rates. Subprime loan-backed securities are collateralized by mortgage loans made to borrowers that have a FICO score of 680 or lower. 22% of the Company’s investments in Alt-A related mortgage-backed securities are rated investment grade by at least one NRSRO. 20% of the Company’s investments in subprime related mortgage-backed securities are rated triple-A by at least one NRSRO. In 2011, the Company recorded other-than-temporary impairment charges of $14.1 million, $20.2 million, and $4.5 million on securities backed by prime, Alt-A and subprime loans, respectively. In 2010, the Company recorded other-than-temporary impairment charges of $23.0 million, $50.5 million, and $11.4 million on securities backed by prime, Alt-A and subprime loans, respectively. In 2009, the Company recorded other-than-temporary impairment charges of $351.1 million, $241.0 million, and $19.0 million on securities backed by prime, Alt-A and subprime loans, respectively.

Asset-backed securities also include investments in securities which are collateralized by commercial mortgage loans (“CMBS”). At December 31, 2011, the amortized cost and fair value of the Company’s investment in CMBS was $3.1 billion and $3.3 billion, respectively, of which 99% were rated investment grade by at least one NRSRO. In 2011 and 2010, the Company recorded other-than-temporary impairment charges of $1.0 million and $11.1 million, respectively, on CMBS. No other-than-temporary impairment charges were recorded on CMBS during 2009.

Corporate securities include direct investments in below investment grade syndicated bank loans. Unlike most corporate debentures, syndicated bank loans are collateralized by specific tangible assets of the borrowers. As such, investors in these securities that become impaired have historically experienced less severe losses compared to corporate bonds. At December 31, 2011, the amortized cost and fair value of the Company’s direct investments in bank loans were $64.9 million and $63.8 million, respectively.
 
 
25

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
The following table summarizes the number of securities, fair value and the related amount of gross unrealized losses aggregated by investment category and length of time that individual fixed maturities have been in a continuous loss position (in thousands, except number of securities):

   
December 31, 2011
   
December 31, 2010
 
                                     
   
Less than 12 months
   
Less than 12 months
 
   
Gross
               
Gross
             
   
Unrealized
         
# of
   
Unrealized
         
# of
 
   
Losses
   
Fair Value
   
securities
   
Losses
   
Fair Value
   
securities
 
Government securities
  $ -     $ -       -     $ 3,007     $ 480,177       3  
Public utilities
    373       23,422       2       10,655       264,765       19  
Corporate securities
    57,525       1,615,252       149       81,721       2,936,548       176  
Residential mortgage-backed
    66,509       326,993       36       4,255       112,509       23  
Commercial mortgage-backed
    3,162       82,921       14       4,152       203,927       18  
Other asset-backed securities
    56,129       180,432       42       2,923       146,656       17  
Total temporarily impaired
                                               
securities
  $ 183,698     $ 2,229,020       243     $ 106,713     $ 4,144,582       256  
                                                 
   
12 months or longer
   
12 months or longer
   
Gross
                   
Gross
                 
   
Unrealized
           
# of
   
Unrealized
           
# of
 
   
Losses
   
Fair Value
   
securities
   
Losses
   
Fair Value
   
securities
 
Public utilities
  $ 508     $ 6,965       1     $ 1,383     $ 6,941       2  
Corporate securities
    40,123       259,037       44       61,663       491,829       61  
Residential mortgage-backed
    218,925       1,013,025       158       327,854       1,590,392       173  
Commercial mortgage-backed
    55,948       82,829       21       59,031       145,344       31  
Other asset-backed securities
    100,144       251,998       58       163,635       442,578       81  
Total temporarily impaired
                                               
securities
  $ 415,648     $ 1,613,854       282     $ 613,566     $ 2,677,084       348  
                                                 
   
Total
   
Total
 
   
Gross
                   
Gross
                 
   
Unrealized
           
# of
   
Unrealized
           
# of
 
   
Losses
   
Fair Value
   
securities
   
Losses
   
Fair Value
   
securities
 
Government securities
  $ -     $ -       -     $ 3,007     $ 480,177       3  
Public utilities
    881       30,387       3       12,038       271,706       21  
Corporate securities
    97,648       1,874,289       193       143,384       3,428,377       237  
Residential mortgage-backed
    285,434       1,340,018       194       332,109       1,702,901       196  
Commercial mortgage-backed
    59,110       165,750       35       63,183       349,271       49  
Other asset-backed securities
    156,273       432,430       100       166,558       589,234       98  
Total temporarily impaired
                                               
securities
  $ 599,346     $ 3,842,874       525     $ 720,279     $ 6,821,666       604  
 
Other-Than-Temporary Impairments on Available For Sale Securities
The Company periodically reviews its available for sale fixed maturities on a case-by-case basis to determine if any decline in fair value to below cost or amortized cost is other-than-temporary. Factors considered in determining whether a decline is other-than-temporary include the length of time a security has been in an unrealized loss position, the severity of the unrealized loss and the reasons for the decline in value, and expectations for the amount and timing of a recovery in fair value.

Securities the Company determines are underperforming or potential problem securities are subject to regular review. To facilitate the review, securities with significant declines in value, or where other objective criteria evidencing credit deterioration have been met, are included on a watch list. Among the criteria for securities to be
included on a watch list are: credit deterioration that has led to a significant decline in fair value of the security; a significant covenant related to the security has been breached; or an issuer has filed or indicated a possibility of filing for bankruptcy, has missed or announced it intends to miss a scheduled interest or principal payment, or has experienced a specific material adverse change that may impair its creditworthiness.
 
 
 
26

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
 
In performing these reviews, the Company considers the relevant facts and circumstances relating to each investment and exercises considerable judgment in determining whether a security is other-than-temporarily impaired. Assessment factors include judgments about an obligor’s current and projected financial position, an issuer’s current and projected ability to service and repay its debt obligations, the existence of, and realizable value of, any collateral backing the obligations and the macro-economic and micro-economic outlooks for specific industries and issuers. This assessment may also involve assumptions regarding underlying collateral such as prepayment rates, default and recovery rates, and third-party servicing capabilities.
 
Among the specific factors considered are whether the decline in fair value results from a change in the credit quality of the security itself, or from a downward movement in the market as a whole, and the likelihood of recovering the carrying value based on the near-term prospects of the issuer. Unrealized losses that are considered to be primarily the result of market conditions (e.g., minor increases in interest rates, temporary market illiquidity or volatility, or industry-related events) are usually determined to be temporary, and where the Company also believes there exists a reasonable expectation for recovery in the near term. To the extent that factors contributing to impairment losses recognized affect other investments, such investments are also reviewed for other-than-temporary impairment and losses are recorded when appropriate.

In addition to the review procedures described above, investments in asset-backed securities where market prices are depressed are subject to a review of their future estimated cash flows, including expected and stress case scenarios, to identify potential shortfalls in contractual payments. These estimated cash flows are developed using available performance indicators from the underlying assets including current and projected default or delinquency rates, levels of credit enhancement, current subordination levels, vintage, expected loss severity and other relevant characteristics. These estimates reflect a combination of data derived by third parties and internally developed assumptions. Where possible, this data is benchmarked against third-party sources.

Even in the case of severely depressed market values on asset-backed securities, the Company places significant reliance on the results of its cash flow testing and its lack of an intent to sell these securities until their fair values recover when reaching other-than-temporary impairment conclusions with regard to these securities. Other-than-temporary impairment charges are recorded on asset-backed securities when the Company forecasts a contractual payment shortfall.

Jackson recognizes other-than-temporary impairments on debt securities in an unrealized loss position when any one of the following circumstances exists:

·
The Company does not expect full recovery of the amortized cost based on the discounted cash flows estimated to be collected;
·
The Company intends to sell a security; or,
·
It is more likely than not that the Company will be required to sell a security prior to recovery.

For mortgage-backed securities, credit impairment is assessed using a cash flow model that estimates the cash flows on the underlying mortgages, using the security-specific collateral characteristics and transaction structure. The model estimates cash flows from the underlying mortgage loans and distributes those cash flows to various tranches of securities, considering the transaction structure and any subordination and credit enhancements existing in that structure. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then projects the remaining cash flows using a number of assumptions, including prepayment speeds, default rates and loss severity.

Specifically for Prime and Alt-A RMBS, the default percentage is dependent on the severity of delinquency status, with foreclosures and real estate owned receiving higher rates, but also includes the currently performing loans. As of December 31, 2011 and 2010, default rates for delinquent loans ranged from 15% to 100%. At December 31, 2011 and 2010, loss severities were applied to generate and analyze cash flows of each bond and ranged from 30% to 65% and 30% to 62.5%, respectively.
 
 
27

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
These estimates reflect a combination of data derived by third parties and internally developed assumptions. Where possible, this data is benchmarked against other third-party sources. In addition, these estimates are extrapolated along a default timing curve to estimate the total lifetime pool default rate.Other-than-temporary impairments are calculated as the difference between amortized cost and fair value. For other-than-temporarily impaired securities where Jackson does not intend to sell the security and for which it is not more likely than not that Jackson will be required to sell the security prior to recovery, total other-than-temporary impairments are reduced by the non-credit portion of the other-than-temporary impairments, which are recognized in other comprehensive income. The resultant net other-than-temporary impairments recorded in net income reflect the credit loss on the other-than-temporarily impaired securities. The amortized cost of the other-than-temporarily impaired securities is reduced by the amount of this credit loss.

For securities that were deemed to be other-than-temporarily impaired and for which a non-credit loss was recorded in other comprehensive income, the amount recorded as an unrealized gain (loss) represents the difference between the fair value and the new amortized cost basis of the securities. The unrealized gain (loss) on other-than-temporarily impaired securities is recorded in other comprehensive income.

The following table summarizes net realized investment gains (losses) for the periods indicated (in thousands):
 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Available-for-sale securities
                 
   Realized gains on sale
  $ 287,507     $ 440,843     $ 464,044  
   Realized losses on sale
    (85,037 )     (356,080 )     (209,720 )
Impairments:
                       
  Total other-than-temporary impairments
    (305,805 )     (319,977 )     (1,196,893 )
   Portion of other-than-temporary impairments
                       
   included in other comprehensive income
    218,710       176,719       422,186  
   Net other-than-temporary impairments
    (87,095 )     (143,258 )     (774,707 )
Transfer to trading portfolio
    -       -       (87,491 )
Other
    (1,442 )     3,000       (4 )
   Net realized gains (losses) on non-derivative investments
    113,933       (55,495 )     (607,878 )
Net losses on derivative instruments
    (874,038 )     (1,109,469 )     (136,553 )
Total net realized losses on investments
  $ (760,105 )   $ (1,164,964 )   $ (744,431 )
 
Included in net realized losses on investments are impairment charges on commercial mortgage loans and other invested assets of $19.3 million and $5.0 million in 2011 and 2010, respectively. There were no such impairment charges in 2009. The net losses on derivative instruments included in the above table are further detailed in Note 5.

The aggregate fair value of securities sold at a loss for the years ended December 31, 2011, 2010 and 2009 was $1,053.2 million, $1,926.7 million and $1,334.7 million, respectively, which was approximately 93%, 84% and 86% of book value, respectively.
 
 
28

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


The following summarizes the current year activity for credit losses recognized in net income on debt securities where an other-than-temporary impairment was identified and the non-credit portion of the other-than-temporary impairment was included in other comprehensive income (in thousands):

   
Years Ended December 31,
 
   
2011
   
2010
 
Cumulative credit loss beginning balance
  $ 698,370     $ 1,062,190  
Additions:
               
New credit losses
    35,724       61,354  
Incremental credit losses
    32,073       76,904  
Reductions:
               
Securities sold, paid down or disposed of
    (361,411 )     (502,078 )
Cumulative credit loss ending balance
  $ 404,756     $ 698,370  
 
There are inherent uncertainties in assessing the fair values assigned to the Company’s investments and in determining whether a decline in fair value is other-than-temporary. The Company’s reviews of net present value and fair value involve several criteria including economic conditions, credit loss experience, other issuer-specific developments and estimated future cash flows. These assessments are based on the best available information at the time. Factors such as market liquidity, the widening of bid/ask spreads and a change in the cash flow assumptions can contribute to future price volatility. If actual experience differs negatively from the assumptions and other considerations used in the consolidated financial statements, unrealized losses currently reported in accumulated other comprehensive income may be recognized in the consolidated income statements in future periods.

The Company currently has no intent to sell securities with unrealized losses considered to be temporary until they mature or recover in value and believes that it has the ability to do so. However, if the specific facts and circumstances surrounding an individual security, or the outlook for its industry sector change, the Company may sell the security prior to its maturity or recovery and realize a loss.

Commercial Mortgage Loans
Commercial mortgage loans of $5.5 billion and $5.7 billion at December 31, 2011 and 2010, respectively, are reported net of an allowance for loan losses of $20.1 million and $33.2 million at each date, respectively. At December 31, 2011, commercial mortgage loans were collateralized by properties located in 41 states. Jackson’s commercial mortgage loan portfolio does not include single-family residential mortgage loans, and is therefore not exposed to the risk of defaults associated with residential subprime mortgage loans. Jackson periodically reviews these loans for impairment and, during 2011, 2010 and 2009, recognized impairment charges against the allowance for loan losses of $34.5 million, $17.7 million and $13.8 million, respectively. In addition, Jackson recorded an impairment as a realized loss of $9.7 million during 2011.

Activity in the allowance for loan losses for Jackson’s commercial mortgage loan portfolio is as follows (in thousands):

   
Years Ended December 31,
 
Allowance for loan losses:
 
2011
   
2010
 
Balance at beginning of year
  $ 33,190     $ 14,246  
Charge-offs
    (34,474 )     (17,717 )
Recoveries
    -       -  
Net charge-offs
    (34,474 )     (17,717 )
    Provision for loan losses
    21,390       36,661  
Balance at end of year
  $ 20,106     $ 33,190  
 
 
29

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
The following table provides a summary of the allowance for losses in Jackson’s commercial mortgage loan portfolio (in thousands):
 
   
Allowance for Loan Losses
   
Recorded Investment
 
December 31, 2011:
           
Individually evaluated for impairment
  $ 3,481     $ 214,335  
Collectively evaluated for impairment
    16,625       5,316,035  
Total
  $ 20,106     $ 5,530,370  
                 
December 31, 2010:
               
Individually evaluated for impairment
  $ 22,256     $ 215,832  
Collectively evaluated for impairment
    10,934       5,484,533  
Total
  $ 33,190     $ 5,700,365  
 
The table below illustrates the delinquency status and accrual status of the carrying value of Jackson's commercial mortgage loan holdings as of December 31, 2011 and 2010 (in thousands). Delinquency status is determined from the date of the first missed contractual payment.

   
2011
   
2010
 
Accruing
           
    Current
  $ 5,518,802     $ 5,627,862  
    Less than 60 days delinquent
    -       57,078  
    60 days to 90 days delinquent
    -       -  
    91 days or more delinquent
    3,000       -  
        Total accruing
    5,521,802       5,684,940  
Non-accrual
    8,568       15,425  
        Total
  $ 5,530,370     $ 5,700,365  
 
During 2011 and 2010, Jackson reduced interest income by $1.3 million and $0.4 million, respectively, on commercial mortgage loans that had been placed on non-accrual. There were no comparable reductions during 2009.
 
 
30

 
 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Under Jackson's policy for monitoring commercial mortgage loans, all impaired commercial mortgage loans continue to be closely evaluated subsequent to impairment.  The table below summarizes the recorded investment, unpaid principal balance, related loan allowance, average recorded investment and investment income recognized on impaired loans during 2011 and 2010 (in thousands):
 
   
Recorded
Investment
   
Unpaid Principal Balance
   
Related Loan Allowance
   
Average Recorded Investment
   
Investment Income Recognized
 
December 31, 2011:
                             
Impaired Loans with a Valuation Allowance
                             
Hotel
  $ 41,592     $ 44,920     $ 3,328     $ 41,116     $ 1,658  
Office
    11,319       11,472       153       11,038       688  
Total
    52,911       56,392       3,481       52,154       2,346  
Impaired Loans without a Valuation Allowance
                                       
Apartment
    92,250       113,107       -       105,143       4,601  
Hotel
    27,109       34,581       -       29,583       1,252  
Office
    30,084       31,893       -       30,515       594  
Retail
    3,000       9,618       -       5,179       596  
Warehouse
    8,981       9,981       -       9,065       660  
Total
    161,424       199,180       -       179,485       7,703  
Total Impaired Loans
                                       
Apartment
    92,250       113,107       -       105,143       4,601  
Hotel
    68,701       79,501       3,328       70,699       2,910  
Office
    41,403       43,365       153       41,553       1,282  
Retail
    3,000       9,618       -       5,179       596  
Warehouse
    8,981       9,981       -       9,065       660  
Total
  $ 214,335     $ 255,572     $ 3,481     $ 231,639     $ 10,049  
December 31, 2010:
                                       
Impaired Loans with a Valuation Allowance
                                       
Apartment
  $ 36,259     $ 43,700     $ 7,440     $ 40,772     $ 114  
Hotel
    108,454       120,002       11,547       120,864       1,565  
Office
    10,749       11,472       723       11,412       360  
Retail
    7,073       9,618       2,546       9,214       311  
Total
    162,535       184,792       22,256       182,262       2,350  
Impaired Loans without a Valuation Allowance
                                       
Apartment
    21,120       22,000       -       21,927       1,339  
Office
    19,914       24,914       -       23,788       499  
Warehouse
    12,263       14,763       -       11,379       557  
Total
    53,297       61,677       -       57,094       2,395  
Total Impaired Loans
                                       
Apartment
    57,379       65,700       7,440       62,699       1,453  
Hotel
    108,454       120,002       11,547       120,864       1,565  
Office
    30,663       36,386       723       35,200       859  
Retail
    7,073       9,618       2,546       9,214       311  
Warehouse
    12,263       14,763       -       11,379       557  
Total
  $ 215,832     $ 246,469     $ 22,256     $ 239,356     $ 4,745  

 
31

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
The following table provides information about the credit quality of commercial mortgage loans as of December 31, 2011 (in thousands):
 
   
In Good
Standing
   
Restructured
   
Greater than 90 Days Delinquent
   
In the Process of Foreclosure
   
Total Carrying Value
 
Apartment
  $ 1,213,009     $ 32,710     $ -     $ -     $ 1,245,719  
Hotel
    583,824       53,592       -       6,000       643,416  
Office
    940,026       41,403       -       -       981,429  
Retail
    1,071,383       -       3,000       -       1,074,383  
Warehouse
    1,578,147       7,276       -       -       1,585,423  
Total
  $ 5,386,389     $ 134,981     $ 3,000     $ 6,000     $ 5,530,370  
 
The $3.0 million balance of commercial mortgage loans that were greater than 90 days delinquent were also restructured.

The following table provides information about commercial mortgage loans involved in a troubled debt restructuring as of December 31, 2011 (in thousands, except number of contracts):

         
Pre-Modification
   
Post-Modification
 
   
Number of
   
Outstanding Recorded
   
Outstanding Recorded
 
   
Contracts
   
Investment
   
Investment
 
Troubled Debt Restructurings
                 
Office
    2     $ 21,188     $ 21,188  
Total
    2     $ 21,188     $ 21,188  
 
During 2011, there were no commercial mortgage loans involved in a troubled debt restructuring that subsequently defaulted.

Securitizations
In 2003, Jackson executed the Piedmont CDO Trust (“Piedmont”) securitization transaction.  In this transaction, Jackson contributed $1,159.6 million of asset-backed securities, ultimately to Piedmont, which issued several classes of debt to acquire such securities.  The transaction was recorded as a sale; however, Jackson retained beneficial interests in the contributed asset-backed securities of approximately 80% by acquiring certain securities issued by Piedmont.  Prior to 2010, Piedmont, a qualified special purpose entity, was not consolidated by Jackson.

Effective January 1, 2010, as a result of adoption of ASC 2009-16, Jackson was deemed to be the primary beneficiary of Piedmont and consolidation of Piedmont was required.

As a result of this change, the Company recorded a decrease in retained earnings of $48.2 million upon consolidation of Piedmont.  At December 31, 2010, Piedmont’s assets of $463.9 million and liabilities to external parties of $26.2 million were included in Jackson’s financial statements.  At the date of adoption, Jackson also elected to carry the assets and liabilities in Piedmont at fair value, with changes in fair value reflected in the consolidated income statement.  The creditors of Piedmont do not have recourse to the general credit of Jackson.

During 2011, Jackson purchased the remaining outstanding external interest and, as a result, Piedmont was terminated.
 
 
32

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 

 
In 2001, Jackson executed the Morgan Stanley Dean Witter Capital I, Series 2001-PPM (“MSDW”) securitization transaction.  Jackson contributed commercial mortgages with a total principal amount of $623.6 million to MSDW and retained beneficial interest.  Prior to 2010, MSDW, a qualified special purpose entity, was not consolidated by Jackson.

Effective January 1, 2010, as a result of adoption of ASC 2009-16, the Company was deemed to be the primary beneficiary of the variable interest entity MSDW and, as such, was required to consolidate their financial results into Jackson’s consolidated financial statements.  In March 2011, the external debt of MSDW was paid off entirely.  As such, Jackson’s consolidated financial statements include MSDW assets of $48.1 million at December 31, 2011 and MSDW assets and external liabilities of $80.6 million and $14.7 million, respectively, at December 31, 2010.

Other Invested Assets
Other invested assets primarily include investments in limited partnerships, real estate, and other loans.  Investments in limited partnerships have carrying values of $1,086.5 million and $865.8 million at December 31, 2011 and 2010, respectively.  Real estate totaling $168.9 million and $152.8 million at December 31, 2011 and 2010, respectively, includes foreclosed properties with a book value of $19.2 million and $13.8 million, respectively.  Other loans have carrying values of $0 and $19.4 million and weighted average interest rates of 2.25% and 3.46% at December 31, 2011 and 2010, respectively.

Limited Purpose Enhanced Return Entities (“SERVES”)
In 2004, Jackson acquired a $47.5 million debt interest in a limited purpose entity, SERVES 2004-1 (“SERVES 3”), formed to pass through leveraged investment returns based on the performance of an underlying reference pool of syndicated bank loans totaling up to $300.0 million.  Jackson’s interest represented 95% of the capital structure of the entity.  Based on the Company’s initial analysis, it concluded that SERVES 3 was a VIE and that the Company was not the primary beneficiary.  Thus, the Company’s investment was reported at the fair value of this debt instrument.

During 2008, Jackson entered into “Option Put and Forbearance Agreements” with the counterparty to the SERVES 3 entity in exchange for the counterparty forbearing its right to initiate forced liquidation of the entity under certain market value triggers.  During 2009, Jackson entered into revised forbearance agreements with this counterparty.  The support provided by the agreement at December 31, 2011 could potentially expose Jackson to maximum losses of $110.7 million, if circumstances allowed the forbearance period to cease.  Jackson believes that, so long as the forbearance period continues, the risk of loss under the agreement is remote.

As a result of the additional exposure to SERVES 3 upon entering into the “Option Put and Forbearance Agreement”, Jackson determined that it is the primary beneficiary of SERVES 3 and, accordingly, consolidated SERVES 3 in its financial statements.  The accompanying consolidated financial statements include the underlying assets of $49.5 million and $42.8 million and net liabilities of $2.7 million and $8.4 million in 2011 and 2010, respectively, of this entity.  The creditors of SERVES 3 do not have recourse to the general credit of Jackson.

In 2008, Jackson acquired $40.0 million of debt interests in a limited purpose entity, SERVES 2006-1 (“SERVES 4”), formed to pass through leveraged investment returns based on the performance of an underlying reference pool of syndicated bank loans totaling up to $500.0 million.   At the acquisition date, the Company performed an analysis, which produced return scenarios based on various assumptions for the reference pool, including spread income, default and recovery ratios, and holding period appreciation/depreciation, to determine whether the structure was a variable interest entity and, if so, whether Jackson was the primary beneficiary.  Based on the results of this analysis, the Company concluded that SERVES 4 was a VIE and that Jackson was not the primary beneficiary.  Thus, the Company’s investment was reported at the fair value of this debt instrument.  SERVES 4 notes were sold at par in May 2011.
 
 
33

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


Securities Lending
The Company has entered into securities lending agreements with an agent bank whereby blocks of securities are loaned to third parties, primarily major brokerage firms.  As of December 31, 2011 and 2010, the estimated fair value of loaned securities was $51.6 million and $56.7 million, respectively.  The agreements require a minimum of 102 percent of the fair value of the loaned securities to be held as collateral, calculated on a daily basis.  To further minimize the credit risks related to this program, the financial condition of counterparties is monitored on a regular basis.  At December 31, 2011 and 2010, cash collateral received in the amount of $53.3 million and $58.1 million, respectively, was invested by the agent bank and included in cash equivalents of the Company.  A securities lending payable is included in liabilities for the amount of cash collateral received.

Securities lending transactions are used to generate income.  Income and expenses associated with these transactions are reported as net investment income.

Investment Income
The sources of net investment income were as follows (in thousands):
 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Fixed maturities
  $ 2,164,833     $ 2,258,099     $ 2,242,491  
Commercial mortgage loans
    283,881       285,123       330,194  
Limited partnerships
    85,949       69,250       (89,829 )
Derivative instruments
    64,710       39,498       (89,013 )
Other investment income
    97,318       124,630       158,717  
Total investment income
    2,696,691       2,776,600       2,552,560  
Less investment expenses
    (52,105 )     (72,147 )     (63,779 )
Net investment income
  $ 2,644,586     $ 2,704,453     $ 2,488,781  
 
During 2011, 2010 and 2009, $17.0 million, $65.5 million and $57.2 million of investment income was recognized on trading securities held at December 31, 2011, 2010 and 2009, respectively.  During 2011 and 2010, $11.2 million and $54.7 million, respectively, of investment income was recognized on fixed maturity securities carried at fair value with changes in value recorded through the income statement.  The net investment income (loss) on derivative instruments included in the above table are further detailed in Note 5.

5.    Derivative Instruments

Jackson’s business model includes the acceptance, monitoring and mitigation of risk.  Specifically, Jackson considers, among other factors, exposures to interest rate and equity market movements, foreign exchange rates and other asset or liability prices.  The Company uses derivative instruments to mitigate or reduce these risks in accordance with established policies and goals.  Jackson’s derivative holdings, while effective in managing defined risks, are not structured to meet accounting requirements to be designated as hedging instruments and are carried at fair value with changes recorded in other investment gains (losses).

Cross-currency swaps, which embody spot and forward currency swaps and, in some cases, interest rate and equity index swaps, are entered into for the purpose of hedging the Company issued foreign currency denominated trust instruments supported by funding agreements.  Cross-currency swaps serve to hedge derivatives embedded in the funding agreements and are carried at fair value.  The fair value of derivatives embedded in funding agreements, as well as unrealized foreign currency translation gains and losses, are included in the carrying value of the trust instruments supported by funding agreements. Foreign currency translation gains and losses associated with funding agreement hedging activities are included in other investment gains (losses).
 
 
34

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Credit default swaps, with maturities up to five years, are agreements under which the Company has purchased default protection on certain underlying corporate bonds held in its portfolio.  These contracts allow the Company to sell the protected bonds at par value to the counterparty if a defined “default event” occurs, in exchange for periodic payments made by the Company for the life of the agreement.  Credit default swaps are carried at fair value.  The Company does not currently sell default protection using credit default swaps or other similar derivative instruments.

Put-swaption contracts provide the purchaser with the right, but not the obligation, to require the writer to pay the present value of a long-term interest rate swap at future exercise dates.  The Company purchases and writes put-swaptions for hedging purposes with original maturities of up to 10 years.  Put-swaptions hedge against significant movements in interest rates.  Written put-swaptions are entered into in conjunction with associated put-swaptions purchased from the same counterparties (“linked put-swaptions”).  Linked put-swaptions have identical notional amounts and strike prices, but have different underlying swap terms.  Due to the right of offset, linked put-swaptions are presented at the fair value of the net position with each counterparty.  Non-linked put-swaptions are carried at fair value.

Equity index futures contracts and equity index options (including various call and put options and put spreads), which are used to hedge the Company’s obligations associated with its index linked annuities and guarantees in variable annuity products, are carried at fair value.  These insurance products contain embedded options whose fair value is reported in other contract holder funds.

Total return swaps, in which the Company receives equity returns or returns based on reference pools of assets in exchange for short-term floating rate payments based on notional amounts, are held for both hedging and investment purposes, and are carried at fair value.

Interest rate swap agreements used for hedging purposes generally involve the exchange of fixed and floating payments based on a notional contract amount over the period for which the agreement remains outstanding without an exchange of the underlying notional amount.  Interest rate swaps are carried at fair value.  During 2011 and 2010, the Company entered into various interest rate swap transactions to more closely match the overall asset and liability duration.
 
 
35

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


A summary of the aggregate contractual or notional amounts and fair values of freestanding derivative instruments outstanding were as follows (in thousands):

   
December 31, 2011
       
   
Assets
   
Liabilities
       
   
Contractual/
         
Contractual/
         
Net
 
   
Notional
   
Fair
   
Notional
   
Fair
   
Fair
 
   
Amount (1)
   
Value
   
Amount (1)
   
Value
   
Value
 
Credit default swaps
  $ 45,000     $ 2,207     $ 165,000     $ (11,738 )   $ (9,531 )
Cross-currency swaps
    529,987       142,364       73,200       (11,017 )     131,347  
Equity index call
                                       
options
    2,817,800       173,605       4,756,897       (492,171 )     (318,566 )
Equity index futures
    -       -       5,636,700       (114,369 )     (114,369 )
Equity index put
                                       
options
    38,350,000       330,554       1,250,000       (8,725 )     321,829  
Interest rate swaps
    13,800,000       1,476,006       14,350,000       (740,578 )     735,428  
Put-swaptions
    15,500,000       478,798       2,000,000       (309 )     478,489  
Total return swaps
    300,000       1,934       -       -       1,934  
Total
  $ 71,342,787     $ 2,605,468     $ 28,231,797     $ (1,378,907 )   $ 1,226,561  
 
   
December 31, 2010
       
   
Assets
   
Liabilities
       
   
Contractual/
         
Contractual/
         
Net
 
   
Notional
   
Fair
   
Notional
   
Fair
   
Fair
 
   
Amount (1)
   
Value
   
Amount (1)
   
Value
   
Value
 
Credit default swaps
  $ 40,000     $ 372     $ 210,000     $ (19,730 )   $ (19,358 )
Cross-currency swaps
    593,451       175,454       270,906       (34,720 )     140,734  
Equity index call
                                       
options
    5,502,500       125,641       1,356,897       (462,209 )     (336,568 )
Equity index futures
    -       -       4,228,875       (117,450 )     (117,450 )
Equity index put
                                       
options
    12,600,000       215,768       -       -       215,768  
Interest rate swaps
    11,250,000       446,212       13,300,000       (576,480 )     (130,268 )
Put-swaptions
    20,500,000       46,930       6,000,000       (34,387 )     12,543  
Total return swaps
    -       -       300,000       (5,831 )     (5,831 )
Total
  $ 50,485,951     $ 1,010,377     $ 25,666,678     $ (1,250,807 )   $ (240,430 )
                                         
(1) With respect to swaps and put-swaptions, the notional amount represents the stated principal balance used as a basis for calculating payments. With respect to futures and options, the contractual amount represents the market exposure of open positions.
 
 
36

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
The following tables reflect the results of the Company’s derivatives, including gains (losses) and change in fair value of freestanding derivative instruments and embedded derivatives (in thousands):
 
   
Year Ended December 31, 2011
 
   
Other
   
Net Investment Income
       
   
Investment
   
Net Gain (Loss)
 
   
Gains (Losses)
 
Credit default swaps
  $ 9,420     $ (10,452 )   $ (1,032 )
Equity index call options
    77,616       -       77,616  
Equity index futures
    (528,345 )     -       (528,345 )
Equity index put options
    (270,405 )     -       (270,405 )
Index-linked annuity embedded derivatives
    (8,644 )     -       (8,644 )
Interest rate swaps
    816,426       64,535       880,961  
Put-swaptions
    469,869       (2,779 )     467,090  
Total return swaps
    -       13,406       13,406  
Variable annuity embedded derivatives
    (1,439,975 )     -       (1,439,975 )
Total
  $ (874,038 )   $ 64,710     $ (809,328 )
 
   
Year Ended December 31, 2010
 
   
Other
   
Net Investment Income
       
   
Investment
   
Net Gain (Loss)
 
   
Gains (Losses)
 
Credit default swaps
  $ 8,617     $ (10,900 )   $ (2,283 )
Equity index call options
    (63,733 )     -       (63,733 )
Equity index futures
    (537,361 )     -       (537,361 )
Equity index put options
    (524,671 )     -       (524,671 )
Index-linked annuity embedded derivatives
    (211,684 )     -       (211,684 )
Interest rate swaps
    116,276       (15,446 )     100,830  
Put-swaptions
    11,202       3,646       14,848  
Spread cap options
    (18,089 )     31,790       13,701  
Total return swaps
    -       30,408       30,408  
Variable annuity embedded derivatives
    109,974       -       109,974  
Total
  $ (1,109,469 )   $ 39,498     $ (1,069,971 )
 
   
Year Ended December 31, 2009
 
   
Other
   
Net Investment Income
       
   
Investment
   
Net Gain (Loss)
 
   
Gains (Losses)
 
Credit default swaps
  $ (11,494 )   $ (13,496 )   $ (24,990 )
Equity index call options
    (6,895 )     -       (6,895 )
Equity index futures
    (396,329 )     -       (396,329 )
Equity index put options
    (792,760 )     -       (792,760 )
Index-linked annuity embedded derivatives
    (189,464 )     -       (189,464 )
Interest rate swaps
    612,872       (205,639 )     407,233  
Put-swaptions
    4,022       3,030       7,052  
Spread cap options
    48,898       52,622       101,520  
Total return swaps
    -       74,470       74,470  
Variable annuity embedded derivatives
    594,597       -       594,597  
Total
  $ (136,553 )   $ (89,013 )   $ (225,566 )

 
37

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


At December 31, 2011 and 2010, the fair value of Jackson’s net derivative assets by counterparty were $1,457.1 million and $308.3 million, respectively, and held collateral was $1,505.5 million and $282.3 million, respectively, related to these agreements.  At December 31, 2011 and 2010, the fair value of Jackson’s net derivative liabilities by counterparty were $230.5 million and $548.7 million, respectively, and provided collateral was $172.5 million and $484.3 million, respectively, related to these agreements.  All of Jackson’s master swap agreements contain credit downgrade provisions that allow a party to assign or terminate derivative transactions if the counterparty’s credit rating declines below an established limit.  If all of these provisions had been triggered at December 31, 2011 or 2010, Jackson would have to disburse $106.5 million and $38.4 million, respectively, to counterparties, representing the net fair values of derivatives by counterparty, less collateral held.

6. 
Deferred Policy Acquisition Costs and Deferred Sales Inducement Costs
 
The balances of and changes in deferred policy acquisition costs, as of and for the years ended December 31, were as follows (in thousands):
 
   
2011
   
2010
   
2009
 
Balance, beginning of year
  $ 5,305,670     $ 4,738,901     $ 4,889,889  
Deferrals of acquisition costs
    1,251,198       1,180,950       944,596  
Amortization related to:
                       
Operations
    (707,738 )     (361,602 )     (108,238 )
Derivatives
    252,003       443,293       341,509  
Net realized (gains) losses
    (14,861 )     5,553       72,349  
Total amortization
    (470,596 )     87,244       305,620  
Unrealized investment gains
    (455,668 )     (708,151 )     (1,397,712 )
Other
    4,664       6,726       (3,492 )
Balance, end of year
  $ 5,635,268     $ 5,305,670     $ 4,738,901  
 
The balances of and changes in deferred sales inducement costs, which are reported in other assets, as of and for the years ended December 31, were as follows (in thousands):
 
   
2011
   
2010
   
2009
 
Balance, beginning of year
  $ 451,096     $ 476,749     $ 565,943  
Deferrals of sales inducements
    183,517       144,037       132,196  
Amortization related to:
                       
Operations
    (136,469 )     (97,729 )     (43,542 )
Derivatives
    170,948       21,248       1,201  
Net realized (gains) losses
    (1,241 )     897       10,062  
Total amortization
    33,238       (75,584 )     (32,279 )
Unrealized investment gains
    (65,369 )     (94,106 )     (195,855 )
Other
    -       -       6,744  
Balance, end of year
  $ 602,482     $ 451,096     $ 476,749  

 
38

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 

 
7. 
Certain Nontraditional Long-Duration Contracts and Variable Annuity Guarantees
 
The Company issues variable contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder (traditional variable annuities).  The Company also issues variable annuity and life contracts through separate accounts where the Company contractually guarantees to the contract holder (variable contracts with guarantees) either a) return of no less than total deposits made to the contract adjusted for any partial withdrawals, b) total deposits made to the contract adjusted for any partial withdrawals plus a minimum return, or c) the highest contract value on a specified anniversary date adjusted for any withdrawals following the contract anniversary.  These guarantees include benefits that are payable in the event of death (GMDB), annuitization (GMIB), at specified dates during the accumulation period (GMWB) or at the end of a specified period (GMAB).
 
The assets supporting the variable portion of both traditional variable annuities and variable contracts with guarantees are carried at fair value and reported as summary total separate account assets with an equivalent summary total reported for separate account liabilities.  Liabilities for guaranteed benefits are general account obligations and are reported in reserves for future policy benefits and claims payable.  Amounts assessed against the contract holders for mortality, administrative, and other services are reported in revenue.  Changes in liabilities for minimum guarantees are reported within death, other policy benefits and change in policy reserves in the consolidated income statement with the exception of changes in embedded derivatives, which are included in other investment losses.  Separate account net investment income, net investment gains and losses, and the related liability changes are offset within the same line item in the consolidated income statements.
 
 
39

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


At December 31, 2011 and 2010, the Company provided variable annuity contracts with guarantees, for which the net amount at risk (“NAR”) is the amount of guaranteed benefit in excess of current account value, as follows (dollars in millions):
 
                       
Average
                       
Period
                   
Weighted
 
until
December 31, 2011
 
Minimum
 
Account
   
Net Amount
 
Average
 
Expected
   
Return
 
Value
   
at Risk
 
Attained Age
 
Annuitization
Return of net deposits plus a minimum return
                       
GMDB
    0-6 %   $ 49,063.8     $ 4,528.9  
64.2 years
 
 
GMWB - Premium only
    0 %     3,613.5       303.2        
GMWB - For life
    0-5 %*     4,012.6       904.8        
GMAB - Premium only
    0 %     83.3       3.0        
Highest specified anniversary account value minus
                             
     withdrawals post-anniversary
                             
GMDB
            6,218.9       1,053.7  
63.7 years
   
GMWB - Highest anniversary only
            2,883.3       657.6        
GMWB - For life
            1,143.0       336.7        
Combination net deposits plus minimum return, highest
                             
     specified anniversary account value minus
                             
     withdrawals post-anniversary
                             
GMDB
    0-6 %     3,260.8       744.7  
66.1 years
   
GMIB
    0-6 %     2,582.0       893.7      
4.2 years
GMWB - For life
    0-8 %*     34,037.8       3,517.2        
 
                       
Average
                       
Period
                   
Weighted
 
until
December 31, 2010
 
Minimum
 
Account
   
Net Amount
 
Average
 
Expected
   
Return
 
Value
   
at Risk
 
Attained Age
 
Annuitization
Return of net deposits plus a minimum return
                     
 GMDB
    0-6 %   $ 39,987.3     $ 3,297.3  
64.0 years
 
 
GMWB - Premium only
    0 %     4,293.0       233.4        
GMWB - For life
    0-5 %*     3,124.5       649.5        
GMAB - Premium only
    0 %     74.8       1.6        
Highest specified anniversary account value minus
                             
     withdrawals post-anniversary
                             
 GMDB
            5,858.8       730.0  
63.3 years
   
GMWB - Highest anniversary only
            3,147.5       537.3        
GMWB - For life
            1,333.7       306.3        
Combination net deposits plus minimum return, highest
                             
     specified anniversary account value minus
                             
     withdrawals post-anniversary
                               
 GMDB
    0-6 %     2,767.8       486.9  
65.7 years
   
 GMIB
    0-6 %     3,026.4       654.6      
5.1 years
GMWB - For life
    0-8 %*     23,525.1       1,052.8        
 
* Ranges shown based on simple interest.  The upper limits of 5% or 8% simple interest are approximately equal to 4.1% and 6%, respectively, on a compound interest basis over a typical 10-year bonus period.

 
40

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
Amounts shown as GMWB ‘for-life’ above include a ‘not-for-life’ component up to the point at which the guaranteed withdrawal benefit is exhausted, after which benefits paid are considered to be ‘for-life’ benefits.  The liability related to this ‘not-for-life’ portion is valued as an embedded derivative, while the ‘for-life’ benefits are valued as an insurance liability (see below).  For this table, the net amount at risk of the ‘not-for-life’ component is the undiscounted excess of the guaranteed withdrawal benefit over the account value, and that of the ‘for-life’ component is the estimated value of additional life contingent benefits paid after the guaranteed withdrawal benefit is exhausted.

Account balances of contracts with guarantees were invested in variable separate accounts as follows (in millions):
 
   
December 31,
 
Fund type:
 
2011
   
2010
 
Equity
  $ 44,916.8     $ 37,327.4  
Bond
    6,606.6       5,350.1  
Balanced
    5,976.5       5,237.9  
Money market
    1,052.8       705.7  
Total
  $ 58,552.7     $ 48,621.1  
 
GMDB liabilities reflected in the general account were as follows (in millions):
 
   
2011
   
2010
   
2009
 
Balance at January 1
  $ 342.0     $ 308.7     $ 434.3  
Incurred guaranteed benefits
    198.4       125.7       21.0  
Paid guaranteed benefits
    (73.8 )     (92.4 )     (146.6 )
Balance at December 31
  $ 466.6     $ 342.0     $ 308.7  
 
The GMDB liability is determined by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments.  The Company regularly evaluates estimates used and adjusts the liability balance through the income statement within death, other policy benefits and change in policy reserves, if actual experience or other evidence suggests that earlier assumptions should be revised.

The following assumptions and methodology were used to determine the GMDB liability at both December 31, 2011 and 2010 (except where otherwise noted):
 
1)  
Use of a series of deterministic investment performance scenarios, based on historical average market volatility.
2)  
Mean investment performance assumption of ­­8.4% after investment management fees, but before investment advisory fees and mortality and expense charges.
3)  
Mortality equal to 85.0% of the Annuity 2000 table.
4)  
Lapse rates varying by contract type, duration and degree the benefit is in-the-money and ranging from 0.13% to 44.0%, with an average of 4.0% during the surrender charge period and 10.0% thereafter.
5)  
Discount rate of 8.4%.

Most GMWB reserves are considered to be derivatives under current accounting guidance and are recognized at fair value, with the change in fair value reported in current earnings.  The fair value of these liabilities is determined using stochastic modeling and inputs as further described in Note 3.    The GMWB reserve totaled $2,074.8 million and $313.5 million at December 31, 2011 and 2010, respectively, and was included in reserves for future policy benefits and claims payable.

Jackson has also issued certain GMWB products that guarantee payments over a lifetime.  Reserves for the portion of these benefits after the point where the guaranteed withdrawal balance is exhausted are calculated as required by ASC 944-20.  The reserve calculation uses a series of stochastic investment performance scenarios.  Otherwise, the methodology and assumptions used are consistent with those used for calculating the GMDB liability.  At December 31, 2011 and 2010, these GMWB reserves totaled $14.7 million and $46.5 million, respectively, and were included in reserves for future policy benefits and claims payable.
 
 
41

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


GMAB benefits are offered on some variable annuity plans and issues have been minimal as of December 31, 2011.  These reserves totaled $3.2 million and $0.8 million at December 31, 2011 and 2010, respectively.  This benefit was eliminated from Jackson’s product offerings in 2011.

The direct GMIB liability is determined at each period end by estimating the expected value of the annuitization benefits in excess of the projected account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments.  The Company regularly evaluates estimates used and adjusts the liability balance through the income statement within death, policy benefits and change in policy reserves, if actual experience or other evidence suggests that earlier assumptions should be revised.  The assumptions used for calculating the direct GMIB liability at December 31, 2011 and 2010, are consistent with those used for calculating the GMDB liability.  At December 31, 2011 and 2010, GMIB reserves before reinsurance totaled $16.0 million and $7.5 million, respectively.

Other Liabilities – Insurance and Annuitization Benefits
The Company has established additional reserves for life insurance business for: universal life (“UL”) plans with secondary guarantees, interest-sensitive life (“ISWL”) plans that exhibit “profits followed by loss” patterns and account balance adjustments to tabular guaranteed cash values on one interest-sensitive life plan.  The Company also has a small closed block of two-tier annuities, where different crediting rates are used for annuitization and surrender benefit calculations.  A liability is established to cover future annuitization benefits in excess of surrender values.  The total liability for this block is the surrender value, plus the ASC 944-20 annuitization reserve.

Liabilities for these benefits have been established according to the methodologies described below:

   
December 31, 2011
 
December 31, 2010
Benefit Type
 
Liability
(in millions)
   
Net Amount
at Risk
(in millions)
 
Weighted Average Attained Age
 
Liability
(in millions)
   
Net Amount
at Risk
(in millions)
 
Weighted Average Attained Age
UL insurance benefit *
  $ 105.1     $ 6,125.9  
55.9 years
  $ 84.9     $ 5,850.5  
55.7 years
Two-tier annuitization
    6.0       31.9  
64.7 years
    6.2       32.6  
63.9 years
ISWL account balance
                                   
adjustment
    73.0       n/a  
n/a
    66.3       n/a  
n/a
 
* Amounts for the UL benefits are for the total of the plans containing any policies having projected non-zero excess benefits, and thus may include some policies with zero projected excess benefits.

The following assumptions and methodology were used to determine the UL insurance benefit liability at December 31, 2011 and 2010:
 
1)  
Use of a series of deterministic premium persistency scenarios.
2)  
Other experience assumptions similar to those used in amortization of deferred acquisition costs.
3)  
Discount rates equal to the credited interest rates, approximately 4% to 5% projected.

The following assumptions and methodology were used to determine the two-tier annuitization benefit liability at December 31, 2011 and 2010:
 
1)  
Use of a series of deterministic scenarios, varying by surrender rate and annuitization rate.
2)  
Other experience assumptions similar to those used in amortization of deferred acquisition costs.
3)  
Discount rates are equal to credited interest rates, approximately 3% to 4%.

 
42

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
8.
Debt

The aggregate carrying value of borrowings was as follows (in thousands):

   
December 31,
 
   
2011
   
2010
 
Surplus notes
  $ 249,354     $ 249,333  
Mortgage loans
    30,841       31,150  
VIE related borrowings
    2,500       43,322  
FHLBI mortgage loan
    15,000       15,000  
Total
  $ 297,695     $ 338,805  
                 
Due in less than 1 year
  $ -          
Due in more than 1 to 5 years
    48,341          
Due after 5 years
    249,354          
Total
  $ 297,695          
 
Surplus notes
On March 15, 1997, the Company issued 8.15% surplus notes in the principal amount of $250.0 million due March 15, 2027.  These surplus notes were issued pursuant to Rule 144A under the Securities Act of 1933, and are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims.

Under Michigan insurance law, for statutory reporting purposes, the surplus notes are not part of the legal liabilities of the Company and are considered surplus funds.  Payments of interest or principal may only be made with the prior approval of the Commissioner of Insurance of the state of Michigan and only out of surplus earnings which the Commissioner determines to be available for such payments under Michigan insurance law.  The surplus notes may not be redeemed at the option of the Company or any holder prior to maturity.

Interest is payable semi-annually on March 15 and September 15 of each year. Interest paid totaled $20.4 million in each of 2011, 2010 and 2009.
 
Mortgage loans
At December 31, 2011 and 2010, certain consolidated real estate VIEs had outstanding mortgage loans with a weighted average interest rate of 4.4% and 4.4%, respectively, with maturities through 2016.  Interest paid totaled $1.4 million, $2.1 million and $2.2 million in 2011, 2010 and 2009, respectively.

VIE related borrowings
Certain of the Company’s VIEs have “equity” classes issued in the form of non-investment grade debt.  Accordingly, these equity classes are classified as notes payable rather than minority interest in the consolidated balance sheets.  These notes accrue contingent interest in addition to the stated coupon.  At December 31, 2011 there was only one equity class outstanding that matures in 2016.  The outstanding principal amount accrued interest at a weighted average interest rate of 9.4% and 5.0% at December 31, 2011 and 2010, respectively.  Interest paid on the notes in 2011, 2010 and 2009 totaled $0.2 million, $8.8 million and $0.4 million, respectively.

Additionally, certain of the Company’s consolidated VIEs issued debt to external parties, which was redeemed in 2011.  While outstanding, the principal amount accrued interest at a weighted average interest rate of 0.8% in 2011 and 3.1% in 2010.  Interest paid on the notes totaled $0.2 million and $2.6 million in 2011 and 2010, respectively, which were the only years these VIEs were consolidated in Jackson’s financial statements.

 
43

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 

 
Federal Home Loan Bank Mortgage Loan
In 2010, Jackson received a mortgage loan from the FHLBI, under its community investment program.  The loan accrues interest at 1.04% and the outstanding balance was $15.0 million as of both December 31, 2011 and 2010.  Interest paid totaled $0.2 million during 2011.  Jackson did not pay any interest on this mortgage loan during 2010, as the loan was executed in mid-December.  At December 31, 2011, the mortgage loan was collateralized by real estate with a carrying value of $20.4 million.

9.
Federal Home Loan Bank Advances

Jackson entered into a short-term advance program with the FHLBI in which interest rates were either fixed or variable based on the FHLBI cost of funds or market rates.  Advances of $150.0 million at an interest rate of 0.14% were outstanding at December 31, 2011.  There were no advances outstanding at December 31, 2010.  Jackson did not pay interest during 2011 since advances were only drawn in December.  Jackson paid $0 million and $0.3 million of interest on advances during 2010 and 2009, respectively.  Advances were collateralized by CMBS and other structured securities with a carrying value of $165.7 million at December 31, 2011.

10. 
Repurchase Agreements

During 2011 and 2010, the Company entered into repurchase agreements whereby the Company agreed to sell and repurchase securities.  These agreements are accounted for as financing transactions, with the assets and associated liabilities included in the consolidated balance sheets.  Short-term borrowings under such agreements averaged $316.4 million and $289.1 million during 2011 and 2010, respectively, at weighted average interest rates of 0.2% for both years.  The outstanding balance was $100.7 million and $552.5 million as of December 31, 2011 and 2010, respectively.  Interest paid totaled $0.5 million, $0.6 million and $0.1 million in 2011, 2010 and 2009, respectively.  The highest level of short-term borrowings at any month end was $683.2 million in 2011 and $552.5 million in 2010.

11.
Reinsurance

The Company assumes and cedes reinsurance from and to other insurance companies in order to limit losses from large exposures; however, if the reinsurer is unable to meet its obligations, the originating issuer of the coverage retains the liability.  The Company monitors the financial strength rating of reinsurers on a monthly basis.

The maximum amount of life insurance risk retained by the Company on any one life is generally $2.0 million.  Amounts not retained are ceded to other companies on either a yearly renewable-term or a coinsurance basis.

In connection with the purchase of Life of Georgia in 2005, Jackson acquired certain lines of business that are wholly ceded to non-affiliates.  These include both direct and assumed accident and health business, direct and assumed life insurance business, and certain institutional annuities.

Jackson’s GMIBs are reinsured through an unrelated party and, due to the net settlement provisions of the reinsurance agreement, this contract meets the definition of a derivative. Accordingly, the GMIB reinsurance agreement is recorded at fair value on the Company’s balance sheets, with changes in fair value recorded through other investment gains (losses).

Jackson also ceded the GMDB coverage associated with certain variable annuities issued prior to 2003 to an affiliate, Prudential Atlantic Reinsurance Company, Dublin, Ireland (“PARC”).  PARC is a wholly owned subsidiary of Prudential.  Effective December 31, 2009, Jackson terminated the reinsurance agreement, paying a premium of $30.5 million to settle the experience account as defined in the agreement.  The net effect of terminating the reinsurance agreement and recapturing reserves of $265.6 million was a loss of $10.3 million, net of deferred acquisition cost amortization.
 
 
44

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011

 
The effect of reinsurance on premiums was as follows (in thousands):

   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Direct premiums:
                 
Life
  $ 257,015     $ 273,247     $ 289,755  
Accident and health
    3,020       9,058       10,867  
Plus reinsurance assumed:
                       
Life
    12,728       13,736       15,020  
Accident and health
    860       1,122       1,207  
Less reinsurance ceded:
                       
Life
    (109,407 )     (123,621 )     (125,084 )
Accident and health
    (3,880 )     (10,180 )     (12,074 )
Annuity guaranteed benefits
    (20,526 )     (20,641 )     (64,460 )
Total net premiums
  $ 139,810     $ 142,721     $ 115,231  
 
Premiums ceded for guaranteed annuity benefits included $44.4 million to PARC during 2009.

The effect of reinsurance on benefits was as follows (in thousands):

   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Direct benefits
                 
Life
  $ 668,546     $ 594,368     $ 564,379  
Accident and health
    1,598       5,220       10,861  
 Annuity guaranteed benefits
    73,756       92,382       146,634  
Plus reinsurance assumed:
                       
 Life
    27,317       27,934       30,115  
 Accident and health
    468       560       694  
Less reinsurance ceded:
                       
 Life
    (118,408 )     (121,595 )     (108,985 )
 Accident and health
    (2,066 )     (5,780 )     (11,555 )
 Annuity guaranteed benefits
    -       -       (48,570 )
Deferral of contract enhancements
    (172,389 )     (125,336 )     (91,873 )
Change in reserves, net of reinsurance
    106,474       68,972       149,686  
Total benefits
  $ 585,296     $ 536,725     $ 641,386  
 
During 2009, benefits ceded for guaranteed annuity benefits included $48.6 million to PARC.
 
 
45

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 

 
Components of the reinsurance recoverable were as follows (in thousands):

   
December 31,
 
   
2011
   
2010
 
Reserves:
           
Life
  $ 893,963     $ 874,904  
Accident and health
    5,764       18,966  
Guaranteed minimum income benefits
    451,274       127,534  
Other annuity benefits
    23,129       25,184  
Claims liability
    33,411       40,748  
Other
    2,147       2,203  
Total
  $ 1,409,688     $ 1,089,539  
 
Included in the reinsurance recoverable were reserves ceded to Brooke Life of $46.2 million and $47.7 million at December 31, 2011 and 2010, respectively.  The largest amount ceded to any reinsurer at December 31, 2011 totaled $451.3 million, which was all related to the guaranteed minimum income benefits in the above table.

The following table sets forth the Company’s net life insurance in-force (in millions):

   
December 31,
 
   
2011
   
2010
 
Direct life insurance in-force
  $ 88,014     $ 93,606  
Amounts assumed from other companies
    1,334       1,415  
Amounts ceded to other companies
    (47,059 )     (49,417 )
  Net life insurance in-force
  $ 42,290     $ 45,604  
 
12.  Federal Income Taxes

The components of the provision for federal income taxes were as follows (in thousands):
 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Current tax expense (benefit)
  $ 58,481     $ (179,053 )   $ (227,312 )
Deferred tax expense
    217,754       355,790       409,848  
Federal income tax expense
  $ 276,235     $ 176,737     $ 182,536  
 
The federal income tax provisions differ from the amounts determined by multiplying pretax income attributable to Jackson by the statutory federal income tax rate of 35% as follows (in thousands):

   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Income taxes at statutory rate
  $ 339,130     $ 236,308     $ 213,748  
Dividends received deduction
    (59,136 )     (56,390 )     (27,331 )
Other
    (3,759 )     (3,181 )     (3,881 )
Federal income tax expense
  $ 276,235     $ 176,737     $ 182,536  
                         
Effective tax rate
    28.5 %     26.2 %     29.9 %

 
46

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 

 
Federal income taxes paid (recovered) were $170.0 million, $(517.8) million and $(48.6) million in 2011, 2010 and  2009, respectively.  The 2010 tax recovery included $287.7 million due to Internal Revenue Service guidance issued in March 2010 related to the adoption of new statutory reserving requirements for variable annuities in 2009.  This new tax guidance required that the tax reserve decrease recognized upon implementation of the transition to the new reserving methodology be amortized over 10 years.  Approximately $822.1 million of the additional tax reserve deduction was available to carryback and offset the prior year’s taxable income.  For GAAP, this guidance resulted in a current tax recoverable, offset by a decrease in a deferred tax asset, with no impact on total tax expense.

The tax effects of significant temporary differences that gave rise to deferred tax assets and liabilities were as follows (in thousands):
 
   
December 31,
 
   
2011
   
2010
 
Gross deferred tax asset
           
Difference between financial reporting and the tax basis of:
           
Policy reserves and other insurance items
  $ 1,846,024     $ 1,394,786  
Other-than-temporary impairments and other investment items
    122,244       238,777  
Deferred compensation
    44,956       41,498  
Other, net
    66,473       141,830  
Total gross deferred tax asset
    2,079,697       1,816,891  
                 
Gross deferred tax liability
               
Difference between financial reporting and the tax basis of:
               
Deferred acquisition costs and sales inducements
    (1,948,928 )     (1,796,823 )
Other investment items
    (246,482 )     (36,419 )
Other assets
    (22,314 )     (96,579 )
Net unrealized gains on available for sale securities
    (1,001,325 )     (543,647 )
Total gross deferred tax liability
    (3,219,049 )     (2,473,468 )
                 
Net deferred tax liability
  $ (1,139,352 )   $ (656,577 )
 
Realization of Jackson’s deferred tax assets is dependent on generating sufficient taxable income.  Although realization is not assured, management believes that it is more likely than not that the results of future operations and investment activity will generate sufficient taxable income to realize gross deferred tax assets.

At December 31, 2011, the Company had no federal tax ordinary loss or federal tax capital loss carryforwards.
 
 
47

 

Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011


In August 2007, the Internal Revenue Service (“IRS”) issued Revenue Ruling 2007-54 that would have changed accepted industry and IRS interpretations of the statutes governing the computation of the Dividends Received Deduction ("DRD") on separate account assets held in connection with variable annuity and life contracts, but that ruling was suspended by Revenue Ruling 2007-61. Revenue Ruling 2007-61 also announced the Treasury Department's and the IRS's intention to issue regulations with respect to certain computational aspects of the DRD on separate account assets held in connection with variable contracts. Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other interested parties will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. Although regulations that represent a substantial change in an interpretation of the law are generally given a prospective effective date, there is no assurance that the change will not be retrospectively applied.  As a result, depending on the ultimate timing and substance of any such regulations, which are unknown at this time, such future regulations could result in the elimination of some or all of the separate account DRD tax benefit that the Company receives.  In January 2010, Jackson received a formal Notice of Assessment from the IRS disallowing the separate account DRD for 2003, 2005 and 2006.  Jackson did not agree with the assessment and filed a protest with the Appellate Division of the IRS.  No reserve has been established for this potential exposure since Jackson believes its position is sustainable.  The Company recognized an income tax benefit related to the separate account DRD of $59.1 million, $56.4 million and $27.3 million during 2011, 2010 and 2009, respectively.

During 2011, Jackson established a reserve for an unrecognized tax benefit as required for income tax uncertainties.  The following table summarizes the changes in the Company’s unrecognized tax benefits, for the year ended December 31, 2011 (in thousands).  There were no unrecognized tax benefits at December 31, 2010.

Unrecognized tax benefit at December 31, 2010
  $ -  
Additions for tax positions identified in 2011
    45,065  
Reduction of tax positions of closed prior years
    -  
Unrecognized tax benefit at December 31, 2011
  $ 45,065  
 
The Company has considered both permanent and temporary positions in determining the unrecognized tax benefit rollforward.  The total amount of unrecognized benefits represent tax positions for which there is uncertainty about the timing of certain deductions.  The timing of such deductions would not affect the annual effective tax rate, excluding the impact of interest and penalties.

Interest totaling $10.4 million related to these unrecognized tax benefits has been included in income tax expense in the consolidated income statement for 2011.  The Company has not recorded any amounts for penalties related to unrecognized tax benefits during 2011, 2010 or 2009.

Based on information available as of December 31, 2011, the Company believes that, in the next 12 months, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease.  The Company is generally no longer subject to United States federal, state or local income tax examinations by taxing authorities for tax years prior to 2007.

13. 
Commitments and Contingencies

The Company and its subsidiaries are involved in litigation arising in the ordinary course of business.  It is the opinion of management that the ultimate disposition of such litigation will not have a material adverse affect on the Company's financial condition or results of operations.  Jackson has been named in civil litigation proceedings, which appear to be substantially similar to other class action litigation brought against many life insurers including a modal premium case and allegations of misconduct in the sale of insurance products.  The Company accrues for legal contingencies once the contingency is deemed to be probable and estimable.  At December 31, 2011 and 2010, Jackson recorded accruals totaling $19.9 million and $29.0 million, respectively.
 
 
48

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 


State guaranty funds provide payments for policyholders of insolvent life insurance companies. These guaranty funds are financed by assessing solvent insurance companies based on location, volume and types of business. The Company estimated its reserve for future state guaranty fund assessments based on data received from the National Organization of Life and Health Insurance Guaranty Associations. Based on data received, the Company’s reserve for future state guaranty fund assessments was $26.6 million and $24.9 million at the end of 2011 and 2010, respectively.  Related premium tax offsets were $15.3 million and $14.6 million  at December 31, 2011 and 2010, respectively.  While Jackson cannot predict the amount and timing of any future assessments, the Company believes the reserve is adequate for all anticipated payments for known insolvencies.
 
At December 31, 2011, the Company had unfunded commitments related to its investments in limited partnerships and limited liability companies totaling $529.8 million.  At December 31, 2011, unfunded fixed-rate commercial mortgage loan commitments totaled $119.3 million.

The Company has received industry-wide regulatory inquiries with respect to claims settlement practices and compliance with unclaimed property laws. To date, only one state has requested a formal search for potential unreported claims.  Any regulatory audits, related examination activity and internal reviews may result in additional payments to beneficiaries, escheatment of funds deemed abandoned under state laws, administrative penalties and changes in the Company’s procedures for the identification of unreported claims and handling of escheatable property.  Based on its current analysis, at December 31, 2011, the Company accrued $25.0 million for these unreported claims.  Additionally, regulators and state legislators are considering proposals that would require life insurance companies to take additional steps to identify unreported deceased policy and contract holders.  Currently, there does not appear to be a consensus among state insurance regulators and state unclaimed property administrators regarding a life insurer’s obligations in connection with identifying unreported deaths of its policy and contract holders. 

The Company leases office space, land and equipment under several operating leases that expire at various dates through 2051.  Certain leases include escalating lease rates, lease abatements and other incentives and, as a result, at December 31, 2011, Jackson recorded a liability of $13.0 million for future lease payments.  Lease expense was $25.2 million, $22.3 million and $20.6 million in 2011, 2010 and 2009, respectively. At December 31, 2011, future minimum payments under these noncancellable operating leases were as follows (in thousands):

2012
  $ 23,087  
2013
    20,880  
2014
    14,229  
2015
    11,644  
2016
    11,248  
Thereafter
    20,501  
Total
  $ 101,589  
 
14. 
Statutory Accounting Capital and Surplus

Under Michigan Insurance Law, dividends on capital stock can only be distributed out of earned surplus, adjusted to exclude any unrealized capital gains and the effect of permitted practices, unless the Commissioner approves the dividend prior to payment.  At December 31, 2011, the adjusted earned surplus of Jackson National Life Insurance Company was $595.6 million.  Furthermore, without the prior approval of the Commissioner, dividends are also subject to restrictions relating to statutory surplus and/or statutory earnings.  The maximum dividend which can be paid in 2012, subject to the availability of earned surplus, without prior approval of the Commissioner is $410.6 million.

The Company received capital contributions from its parent of $19.4 million, $150.1 million and $592.4 million in 2011, 2010 and 2009, respectively.  The capital contributions included $19.4 million, $20.1 million and $21.4 million in 2011, 2010 and 2009, respectively, from Brooke Life’s forgiveness of intercompany tax liabilities.  Dividend payments from the Company to its parent were $530.0 million, $275.0 million and $250.0 million in 2011, 2010 and 2009, respectively.

 
49

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 

 
Statutory capital and surplus of the Company, as reported in its Annual Statement, was $3.6 billion and $4.4 billion at December 31, 2011 and 2010, respectively.  Statutory net income (loss) of the Company, as reported in its Annual Statement, was $(591.1) million, $769.6 million and $373.6 million in 2011, 2010 and 2009, respectively.

The Commissioner has granted Jackson a permitted practice that allows Jackson to carry interest rate swaps at book value, as if statutory hedge accounting were in place, instead of at fair value as would have been otherwise required.  Jackson is required to demonstrate the effectiveness of its interest rate swap program pursuant to the Michigan Insurance Code.  This permitted practice expires on October 1, 2012.  At December 31, 2011, the effect of the permitted practice decreased statutory surplus by $474.4 million, net of tax.  Statutory surplus increased by $130.3 million at December 31, 2010 due to the effect of the permitted practice.  The permitted practice had no impact on statutory net income.

15.
Other Related Party Transactions

The Company's investment portfolio is managed by PPM America, Inc. (“PPMA”), a registered investment advisor, and PPM Finance, Inc. (collectively, “PPM”).  PPM is ultimately a wholly owned subsidiary of Prudential.  The Company paid $36.6 million, $37.2 million and $36.8 million to PPM for investment advisory services during 2011, 2010 and 2009, respectively.

National Planning Holdings, Inc. (“NPH”), Jackson’s affiliated broker-dealer network, distributes products issued by Jackson and receives commissions and fees from Jackson.  Commissions and fees paid by Jackson to NPH during 2011, 2010 and 2009 totaled $94.7 million, $85.7 million and $76.7 million, respectively.

Jackson has entered into shared services administrative agreements with both, NPH and PPMA.  Under the shared services administrative agreements, Jackson charged $8.5 million, $6.2 million and $4.5 million of certain management and corporate services costs to these affiliates in 2011, 2010 and 2009, respectively.

Jackson provides a $25.0 million revolving credit facility to Nicole Finance, Inc., an upstream holding company.  The loan, executed in 2011, is unsecured, matures in December 2016, accrues interest at 1.27% per annum and has a commitment fee of 0.10% per annum.  There was $14.7 million outstanding at December 31, 2011.  The highest outstanding loan balance during 2011 was $14.7 million.  Interest and commitment fees totaled $9 thousand during 2011.

Jackson provides a $40.0 million revolving credit facility to PPMA.  The loan is unsecured, matures in September 2013, accrues interest at LIBOR plus 2% per annum and has a commitment fee of 0.25% per annum.  There was no balance outstanding at December 31, 2011 or 2010.  The highest outstanding loan balance during 2011 and 2010 was nil and $21.0 million, respectively.  During 2011, 2010 and 2009, interest and commitment fees totaled $0.1 million, $0.2 million and $0.1 million, respectively.

Jackson provides a $20.0 million revolving credit facility to Brooke Holdings, LLC, an upstream holding company.  The loan is unsecured, matures in June 2014, accrues interest at LIBOR plus 2% per annum and has a commitment fee of 0.25% per annum.  There was no outstanding balance at December 31, 2011.  There was $7.0 million outstanding at December 31, 2010.  The highest outstanding loan balance during both 2011 and 2010 was $7.0 million.  Interest and commitment fees totaled $0.2 million, $0.1 million and $35 thousand during 2011, 2010 and 2009, respectively.

Jackson provides, through its PGDS subsidiary, information technology services to certain Prudential affiliates.  Jackson recognized $21.1 million, $20.1 million and $19.2 million of revenue associated with these services during 2011, 2010 and 2009, respectively.  This revenue is included in other income in the accompanying consolidated income statement.  This revenue is substantially equal to the costs incurred by PGDS to provide the services, which are reported in general and administrative expenses in the consolidated income statements.
 
 
50

 
 
Jackson National Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 


16.
Benefit Plans

The Company has a defined contribution retirement plan covering substantially all employees and certain affiliates.  To be eligible to participate in the Company’s contribution, an employee must have attained the age of 21, completed at least 1,000 hours of service in a 12-month period and passed their 12-month employment anniversary.  In addition, the employee must be employed on the applicable January 1 or July 1 entry date.  The Company's annual contributions, as declared by the board of directors, are based on a percentage of eligible compensation paid to participating employees during the year.  In addition, the Company matches a participant’s elective contribution, up to 6 percent of eligible compensation, to the plan during the year.  The Company’s expense related to this plan was $18.0 million, $17.4 million and $16.3 million in 2011, 2010 and 2009, respectively, comprised solely of the Company’s annual contributions to the plan.

The Company maintains non-qualified voluntary deferred compensation plans for certain agents and employees.  At December 31, 2011 and 2010, the liability for such plans totaled $121.5 million and $119.2 million, respectively, and is reported in other liabilities.  Jackson invests general account assets in selected mutual funds in amounts similar to participant elections as a hedge against significant movement in the payout liability.  The Company’s expense related to these plans, including a match of elective deferrals for the agents’ deferred compensation plan, was $(1.7) million, $22.5 million and $34.8 million in 2011, 2010 and 2009, respectively.  Investment income from the mutual funds totaled $(3.7) million, $15.7 million and $27.6 million in 2011, 2010 and 2009, respectively.

17.  
Subsequent Event

In February 2012, Brooke Life received a Notice of Proposed Adjustment from the IRS, regarding an assessment related to its tax treatment of interest expense on intercompany debt.  Due to the intercompany tax sharing agreement, the effect of an adjustment, if any, would impact Jackson’s total stockholder’s equity.  The total aggregate exposure to the Company’s stockholder’s equity is approximately $130.0 million.  Brooke Life does not agree with the assessment, believes its current position is sustainable and intends to file a protest with the IRS once it receives the official report, which is expected to be issued in late March.
 
 51

 


PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

(1) Financial statements and schedules included in Part A:

Not Applicable.

(2) Financial statements and schedules included in Part B -

Jackson National Separate Account V:

Report of Independent Registered Public Accounting Firm
Statements of Assets and Liabilities as of December 31, 2011
Statements of Operations for the period ended December 31, 2011
Statements of Changes in Net Assets for the periods ended December 31, 2011 and 2010
Notes to Financial Statements

Jackson National Life Insurance Company:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2011 and 2010
Consolidated Income Statements for the years ended December 31, 2011, 2010, and 2009
Consolidated Statements of Stockholder's Equity and Comprehensive Income for the years ended
December 31, 2011, 2010, and 2009
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, and 2009
Notes to Consolidated Financial Statements

(b) Exhibits

Exhibit              Description
No.

1.
Resolution of Depositor's Board of Directors authorizing the establishment of the Registrant, incorporated herein by reference to the Registrant's Registration Statement filed on January 15, 1999 (File Nos. 333-70697 and 811-09119).

2.
Not Applicable.

3.

a.  
General Distributor Agreement, incorporated herein by reference to the Registrant’s Pre-Effective Amendment Number 1 filed on August 13, 1999 (File Nos. 333-70697 and 811-09119).

b.  
Amended and Restated General Distributor Agreement dated October 25, 2005, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on December 29, 2005 (File Nos. 333-70472 and 811-08664).

c.  
Selling Agreement between Jackson National Life Insurance Company and Jackson National Life Distributors, LLC (V2565 01/12), incorporated herein by reference to Registrant’s Pre-Effective Amendment No. 1, filed on April 24, 2012 (File Nos. 333-178774 and 811-08664).

4.

a.  
Specimen of the Perspective Advantage Fixed and Variable Annuity Contract, incorporated herein by reference to the Registrant's Registration Statement filed on January 15, 1999 (File Nos. 333-70697 and 811-09119).

b.  
Form of the Perspective Advantage Fixed and Variable Annuity Contract (Unisex Tables), incorporated herein by reference to the Registrant's Registration Statement filed on January 15, 1999 (File Nos. 333-70697 and 811-09119).

c.  
Form of Spousal Continuation Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 4 filed on April 29, 2002 (File Nos. 333-70697 and 811-09119).

d.  
Form of Preselected Death Benefit Option Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 4 filed on April 29, 2002 (File Nos. 333-70697 and 811-09119).

e.  
Specimen of Charitable Remainder Trust Endorsement, incorporated herein by reference to the Registrant’s Pre-Effective Amendment No. 1 filed on December 23, 2004 (File Nos. 333-118368 and 811-08664).

f.  
Specimen of the 5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

g.  
Specimen of the 6% Guaranteed Minimum Withdrawal Benefit With Annual Step-up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

h.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

i.  
Specimen of Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

j.  
Specimen of 5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

k.  
Specimen of the 5% Guaranteed Minimum Withdrawal Benefit Endorsement, incorporated herein by reference to the Registrant's Post- Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

l.  
Specimen of the 7% Guaranteed Minimum Withdrawal Benefit With 5 Year Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 34, filed on February 2, 2007 (File Nos. 333-70472 and 811-08664).

m.  
Specimen of 5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 41, filed on August 23, 2007 (File Nos. 333-70472 and 811-08664).

n.  
Specimen of 6% Guaranteed Minimum Withdrawal Benefit With Annual Step-up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 41, filed on August 23, 2007 (File Nos. 333-70472 and 811-08664).

o.  
Specimen of 5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 41, filed on August 23, 2007 (File Nos. 333-70472 and 811-08664).
 
 
p.  
Specimen of For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 41, filed on August 23, 2007 (File Nos. 333-70472 and 811-08664).

q.  
Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 41, filed on August 23, 2007 (File Nos. 333-70472 and 811-08664).

r.  
For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 41, filed on August 23, 2007 (File Nos. 333-70472 and 811-08664).

s.  
Specimen of Guaranteed Minimum Withdrawal Benefit with 5-Year Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 46, filed on December 27, 2007 (File Nos. 333-70472 and 811-08664).

t.  
Specimen of the For Life GMWB With Bonus and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 46, filed on December 27, 2007 (File Nos. 333-70472 and 811-08664).

u.  
Specimen of the Joint For Life GMWB With Bonus and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 46, filed on December 27, 2007 (File Nos. 333-70472 and 811-08664).

v.  
Specimen of the Joint For Life GMWB with Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 46, filed on December 27, 2007 (File Nos. 333-70472 and 811-08664).

w.  
Specimen of the Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 18, filed on October 6, 2008 (File Nos. 333-70697 and 811-09119).

x.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 18, filed on October 6, 2008 (File Nos. 333-70697 and 811-09119).

y.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up Endorsement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 18, filed on October 6, 2008 (File Nos. 333-70697 and 811-09119).

z.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (Freedom) Endorsement (7587 01/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 19, filed on December 31, 2008 (File Nos. 333-70697 and 811-09119).

aa.  
Specimen of the Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (Joint Freedom) Endorsement (7588 01/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 19, filed on December 31, 2008 (File Nos. 333-70697 and 811-09119).

bb.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (DB) Endorsement (7589 01/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 19, filed on December 31, 2008 (File Nos. 333-70697 and 811-09119).

cc.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit with Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (LifeGuard Freedom DB) Endorsement (7602 04/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 20, filed on April 2, 2009 (File Nos. 333-70697 and 811-09119).


 
 

 

dd.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up (LifeGuard Freedom 6(SM) GMWB) Endorsement (7613 09/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

ee.  
Specimen of the Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-Up (LifeGuard Freedom 6 GMWB With Joint Option) Endorsement (7614 09/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

ff.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus, and Annual Step-Up (LifeGuard Freedom 6 DB(SM) Endorsement (7615 09/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

gg.  
Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (LifeGuard Select(SM)) Endorsement (7617 09/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

hh.  
Specimen of the Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Guaranteed Withdrawal Balance Adjustment and Annual Step-Up (LifeGuard Select With Joint Option) (7618 09/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

5.

a.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant’s Pre-Effective Amendment Number 1 filed on August 13, 1999 (File Nos. 333-70697 and 811-09119).

b.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 3 filed on October 10, 2001 (File Nos. 333-70697 and 811-09119).

c.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant's Post- Effective Amendment No. 13, filed on April 26, 2007 (File Nos. 333-70697 and 811-09119).

d.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant's Post- Effective Amendment No. 16, filed on November 29, 2007 (File Nos. 333-70697 and 811-09119).

e.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant's Post- Effective Amendment No. 17, filed on March 26, 2008 (File Nos. 333-70697 and 811-09119).

f.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 18, filed on October 6, 2008 (File Nos. 333-70697 and 811-09119).

g.  
Form of the Perspective Advantage Fixed and Variable Annuity Application, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 20, filed on April 2, 2009 (File Nos. 333-70697 and 811-09119).

6.

a.  
Articles of Incorporation of Depositor, incorporated herein by reference to the Registrant's Registration Statement filed on January 15, 1999 (File Nos. 333-70697 and 811-09119).

b.  
By-laws of Depositor, incorporated herein by reference to the Registrant's Registration Statement filed on January 15, 1999 (File Nos.  333-70697 and 811-09119).
7.

a.  
Variable Annuity Guaranteed Minimum Death Benefit Reinsurance Agreement, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 6 filed on December 15, 2003 (File Nos. 333-70697 and 811-09119).

b.  
Amendment to Variable Annuity Guaranteed Minimum Death Benefit Reinsurance Agreement effective December 31, 2002, with effective date December 31, 2008, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

c.  
Amendment to Variable Annuity Guaranteed Minimum Death Benefit Reinsurance Agreement effective December 31, 2002, with effective date March 31, 2009, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 21 filed on September 24, 2009 (File Nos. 333-70697 and 811-09119).

8.              Not Applicable.

9.              Opinion and Consent of Counsel, attached hereto.

10.              Consent of Independent Registered Public Accounting Firm, attached hereto.

11.              Not Applicable.

12.              Not Applicable.

Item 25. Directors and Officers of the Depositor

Name and Principal Business Address
Positions and Offices with Depositor
   
Richard D. Ash
Vice President - Actuary & Appointed Actuary
1 Corporate Way
 
Lansing, MI 48951
 
   
Steve P. Binioris
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Dennis Blue
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Barrett Bonemer
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Jeff Borton
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
John H. Brown
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
James Carter
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Joseph Mark Clark
Senior Vice President & Chief Information Officer
1 Corporate Way
 
Lansing, MI 48951
 
   
Michael A. Costello
Vice President and Treasurer
1 Corporate Way
 
Lansing, MI 48951
 
   
James B. Croom
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Lisa C. Drake
Senior Vice President & Chief Actuary
1 Corporate Way
 
Lansing, MI 48951
 
   
Phillip Brian Eaves
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Charles F. Field, Jr.
Vice President
300 Innovation Drive
 
Franklin, TN  37067
 
   
Dana R. Malesky Flegler
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Robert A. Fritts
Senior Vice President & Controller
1 Corporate Way
 
Lansing, MI 48951
 
   
James D. Garrison
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Julia A. Goatley
Vice President & Assistant Secretary
1 Corporate Way
 
Lansing, MI 48951
 
   
Matthew Phillip Gonring
Vice President
300 Innovation Drive
 
Franklin, TN  37067
 
   
John A. Gorgenson, Jr.
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Robert W. Hajdu
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Cliff S. Hale, M.D.
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Laura L. Hanson
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
H. Dean Hosfield
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Clifford J. Jack
Executive Vice President & Director
7601 Technology Way
 
Denver, CO 80237
 
   
Scott Klus
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Leandra R. Knes
Director
225 W. Wacker Drive
 
Suite 1200
 
Chicago, IL 60606
 
   
Everett W. Kunzelman
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Lynn W. Lopes
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Machelle A. McAdory
Senior Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Diahn McHenry
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Thomas J. Meyer
Senior Vice President,
1 Corporate Way
General Counsel & Secretary
Lansing, MI 48951
 
   
Dean M. Miller
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Keith R. Moore
Senior Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Jacky Morin
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
P. Chad Myers
Executive Vice President, Chief Financial Officer & Director
1 Corporate Way
 
Lansing, MI 48951
 
   
Russell E. Peck
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Laura L. Prieskorn
Senior Vice President & Chief Administration Officer
1 Corporate Way
 
Lansing, Michigan 48951
 
   
Dana S. Rapier
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
William R. Schulz
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Muhammad S. Shami
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Kathleen M. Smith
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
James R. Sopha
Chief Operating Officer & Director
1 Corporate Way
 
Lansing, MI 48951
 
   
Kenneth H. Stewart
Senior Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Heather R. Strang
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Marcia L. Wadsten
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Michael A. Wells
President, Chief Executive Officer & Chairman
300 Innovation Drive
 
Franklin, TN  37067
 

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant.

 
Company
 
 
State of Organization
 
 
Control/Ownership
 
Ascent Insurance Brokers Limited
 
United Kingdom
 
50% Prudential Property Investment Managers Limited
 
 
BOCI – Prudential Asset Management Limited
 
Hong Kong
 
36% Prudential Corporation Holdings Limited
 
 
BOCI – Prudential Trustee Limited
 
Hong Kong
 
 
36% Prudential Corporation Holdings Limited
 
 
Brooke LLC
 
Delaware
 
100% Prudential (US Holdco2) Limited
 
 
Brooke (Holdco 1) Inc.
 
 
Delaware
 
100% Prudential (US Holdco 3) BV
 
 
Brooke Holdings LLC
 
 
Delaware
 
100% Nicole Finance Inc.
 
Brooke Holdings (UK) Limited
 
 
United Kingdom
 
100% Brooke UK LLC
 
Brooke Investment, Inc.
 
 
Delaware
 
100% Brooke Holdings LLC
 
Brooke (Jersey) Limited
 
 
Jersey
 
100%  Prudential (US Holdco 2) Limited
 
 
Brooke Life Insurance Company
 
 
Michigan
 
100% Brooke Holdings LLC
 
Brooke UK LLC
 
Delaware
 
100% Brooke
(Holdco 1) Inc.
 
 
Buying Force Limited
 
United Kingdom
 
50% Prudential Property Investment Managers Limited
 
 
CIMPL Pty Limited
 
Australia
 
100% PPM Capital (Holdings) Limited
 
 
CITIC  Prudential Life Insurance Company Limited
 
China
 
50% Prudential Corporation Holdings Limited
 
 
CITIC – Prudential Fund Management Company Limited
 
China
 
49% Prudential Corporation Holdings Limited
 
 
CSU One Limited
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Calvin Asset Management Limited
 
 
England
 
100% Calvin Capital Limited
 
 
Calvin Capital Limited (formerly Marlin Acquisitions Limited)
 
 
England
 
100% Marlin Acquisitions Holdings Limited
 
Canada Property (Trustee) No 1 Limited
 
 
Jersey
 
100% Canada Property Holdings Limited
 
 
Canada Property Holdings Limited
 
England
 
100% M&G Limited
 
 
Curian Capital, LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
Curian Clearing LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
Earth and Wind Energias Removables, S.L.
 
 
Spain
 
100% Infracapital E&W B.V.
 
 
Eastspring Investments (Hong Kong) Limited
 
 
Hong Kong
 
100% Prudential Corporations Holdings Limited
 
Eastspring Investments (UK) Limited
 
 
England
 
100% Prudential Corporations Holdings Limited
 
 
FA II Limited
 
England
 
100% FA III Limited
 
 
FA III Limited
 
England
 
100% Infracapital Nominees Limited
 
 
Falcon Acquisitions Limited
 
 
United Kingdom
 
100% FA II Limited
 
 
Falcon Acquisitions Holdings  Limited
 
 
United Kingdom
 
100% Infracapital Nominees Limited
 
First Dakota, Inc.
 
North Dakota
 
100% IFC Holdings, Inc.
 
 
First Dakota of Montana, Inc.
 
 
Montana
 
100% IFC Holdings, Inc.
 
First Dakota of New Mexico, Inc.
 
 
New Mexico
 
100% IFC Holdings, Inc.
 
First Dakota of Texas, Inc.
 
 
Texas
 
100% IFC Holdings, Inc.
 
First Dakota of Wyoming, Inc.
 
 
Wyoming
 
100% IFC Holdings, Inc.
 
Furnival Insurance Company Limited
 
 
Guernsey
 
100% Prudential Corporation Holdings Limited
 
 
GS Twenty Two Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Geoffrey Snushall Limited
 
 
United Kingdom
 
100% Snushalls Team Limited
 
Giang Vo Development JV Company
 
 
Vietnam
 
65% Prudential Vietnam Assurance Private Limited
 
 
Hermitage Management, LLC
 
 
Michigan
 
100% Jackson National Life Company Insurance
 
 
Holborn Bars Nominees Limited
 
 
United Kingdom
 
100% M&G Investment Management Limited
 
 
Holborn Delaware LLC
 
 
Delaware
 
100% Prudential Four Limited
 
 
Holborn Finance Holding Company
 
 
United Kingdom
 
100% Prudential Securities Limited
 
Hyde Holdco 1 Limited
 
 
United Kingdom
 
100% Prudential Corporation Holdings Limited
 
 
Hyde Holdco 3 Limited
 
 
United Kingdom
 
100% Prudential Capital Holding Company Limited
 
 
ICICI Prudential Asset Management Company Limited
 
 
India
 
49% Prudential Corporation Holdings Limited
 
ICICI Prudential Life Insurance Company Limited
 
 
India
 
25.96% Prudential Corporation Holdings Limited
 
ICICI Prudential Pension Funds Management Company Ltd.
 
India
 
100% ICICI Prudential Life Insurance Company Limited
 
 
ICICI Prudential Trust Limited
 
 
India
 
49% Prudential Corporation Holdings Limited
 
 
IFC Holdings, Inc.
d/b/a INVEST Financial Corporation
 
 
Delaware
 
100% National Planning Holdings Inc.
 
INVEST Financial Corporation Insurance Agency Inc. of Alabama
 
 
Alabama
 
100% INVEST Financial Corporation Insurance Agency, Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Connecticut
 
 
Connecticut
 
100% INVEST Financial Corporation Insurance Agency, Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
 
Delaware
 
100% IFC Holdings, Inc. d/b/a INVEST Financial Corporation
 
INVEST  Financial Corporation Insurance Agency Inc. of Georgia
 
 
Georgia
 
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Illinois
 
 
Illinois
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Maryland
 
 
Maryland
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Massachusetts
 
 
Massachusetts
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Montana
 
 
Montana
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Nevada
 
 
Nevada
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of New Mexico
 
 
New Mexico
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Ohio
 
 
Ohio
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Oklahoma
 
 
Oklahoma
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of South Carolina
 
 
South Carolina
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Texas
 
 
Texas
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency Inc. of Wyoming
 
 
Wyoming
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
INVEST Financial Corporation Insurance Agency PA of Mississippi
 
 
Mississippi
 
100% INVEST Financial Corporation Insurance Agency Inc. of Delaware
 
Infracapital CI II Limited
 
Scotland
 
100% M&G Limited
 
 
Infracapital EF II Limited
 
Scotland
 
100% M&G Limited
 
 
Infracapital E&W B.V.
 
 
Netherlands
 
100% Infracapital F1 S.a.r.l.
 
Infracapital Employee Feeder GP Limited
 
 
Scotland
 
100% M&G Limited
 
 
Infracapital GP II Limited
 
 
England
 
100% M&G Limited
 
Infracapital F1 S.a.r.l.
 
Luxembourg
 
100% Infracapital F1 Holdings S.a.r.l
 
 
Infracapital F1 Holdings S.a.r.l.
 
Luxembourg
 
 
100% Infracapital Nominees Limited
 
Infracapital GP Limited
 
 
United Kingdom
 
100% M&G Limited
 
Infracapital Nominees Limited
 
 
United Kingdom
 
100% M&G Limited
 
Infracapital SLP Limited
 
United Kingdom
 
100% M&G Limited
 
 
Innisfree M&G PPP LLP
 
United Kingdom
 
35% M&G IMPPP1 Limited
 
 
Investment Centers of America, Inc.
 
 
North Dakota
 
100% IFC Holdings, Inc.
 
 
Jackson Investment Management LLC
 
 
Michigan
 
100% Brooke Holdings LLC
 
 
Jackson National Asset Management, LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
Jackson National Life (Bermuda) Ltd.
 
 
Bermuda
 
100% Jackson National Life Insurance Company
 
 
Jackson National Life Distributors LLC
 
 
Delaware
 
100% Jackson National Life Insurance Company
 
 
Jackson National Life Insurance Company of New York
 
 
New York
 
100% Jackson National Life Insurance Company
 
 
JNLI LLC
 
Delaware
 
100% Jackson National Life Insurance Company
 
 
JNL Southeast Agency, LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
M&G (Guernsey) Limited
 
 
Guernsey
 
100% M&G Limited
 
 
M&G Financial Services Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G Founders 1 Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G General Partner Inc.
 
 
Cayman Islands
 
100% M&G Limited
 
M&G Group Limited
 
 
United Kingdom
 
100% Prudential plc
 
M&G IMPPP 1 Limited
 
United Kingdom
 
100% M&G Limited
 
 
M&G International Investments Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G International Investments Limited
 
 
France (Representative Bureau)
 
100% M&G International Investments Limited
 
M&G International Investments Limited
 
Germany (Branch only)
 
100% M&G International Investments Limited
 
 
M&G International Investments Limited
 
 
Italy (Branch only)
 
100% M&G International Investments Limited
 
M&G International Investments Limited
 
 
Spain (Representative Bureau)
 
100% M&G International Investments Limited
 
M&G International Investments Nominees Limited
 
 
United Kingdom
 
100% M&G International Investments Limited
 
M&G Investment Management Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G Life Assurance Company Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G Limited
 
 
 United Kingdom
 
100% M&G Group Limited
 
 
M&G Management Services Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G Nominees Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G Pensions and Annuity Company Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G RED Employee Feeder GP Limited
 
 
Scotland
 
100% M&G Limited
 
M&G RED GP Limited
 
 
Guernsey
 
100% M&G Limited
 
M&G RED SLP GP Limited
 
 
Scotland
 
100% M&G Limited
 
M&G Real Estate Finance 1 Co S.a.r.l
 
Luxemborg
 
100% M&G RED GP Limited
 
 
M&G Securities Limited
 
 
United Kingdom
 
100% M&G Limited
 
M&G Support Services Limited
 
 
United Kingdom
 
100% M&G Limited
 
MM&S (2375) Limited
 
 
Scotland
 
100% The Prudential Assurance Company Limited
 
 
Marlin Acquisitions Holdings Limited
 
 
United Kingdom
 
100% Infracapital GP Limited
 
National Planning Corporation
 
 
Delaware
 
100% National Planning Holdings, Inc.
 
 
National Planning Corporation Insurance Agency Inc. of Nevada
 
 
Nevada
 
100% National Planning Corporation
 
National Planning Holdings, Inc.
 
 
Delaware
 
100% Brooke Holdings LLC
 
 
National Planning Insurance Agency Inc.
 
 
Alabama
 
100% National Planning Corporation
 
National Planning Insurance Agency Inc.
 
 
Florida
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Georgia
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Idaho
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Massachusetts
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Montana
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Oklahoma
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Texas
 
100% National Planning Corporation
 
 
National Planning Insurance Agency Inc.
 
 
Wyoming
 
100% National Planning Corporation
 
 
Nicole Finance Inc.
 
 
Delaware
 
100% Brooke UK LLC
 
North Sathorn Holdings Company Limited
 
 
Thailand
 
100% Prudential Corporation Holdings Limited
 
Nova Sepadu Sdn Bhd
 
 
Malaysia
 
96% Sri Han Suria Sdn Berhad
 
P&A Holdco Limited
 
England
 
100% Prudential Four Limited
 
 
P&A Opco Limited
 
 
England
 
100% P&A Holdco Limited
 
PCA Asset Management Limited
 
 
Japan
 
100% Prudential Corporation Holdings Limited
 
 
PCA Asset Management Co. Ltd.
 
Korea
 
100% Prudential Corporation Holdings Limited
 
 
PCA Life Assurance Company Limited
 
 
Taiwan
 
99.79% Prudential Corporation Holdings Limited
 
PCA Life Insurance Company Limited (Japan)
 
 
Japan
 
100% Prudential Corporation Holdings Limited
 
PCA Life Insurance Company Limited (Korea)
 
 
Korea
 
100% Prudential Corporation Holdings Limited
 
PCA Securities Investment Trust Company Limited
 
 
Taiwan
 
99.54%  Prudential Corporation Holdings  Limited
 
PGDS (UK One) Limited
 
 
United Kingdom
 
 
100% Prudential Group Holdings Limited
 
 
PGDS (UK Two) Limited
 
 
United Kingdom
 
100% PDGS (UK One) Limited
 
PGDS (US One) LLC
 
 
Delaware
 
100% Jackson National Life Insurance Company
 
 
PPEM Pte. Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
 
PPM America, Inc.
 
 
Delaware
 
100% PPM Holdings, Inc.
 
 
PPM Capital (Holdings) Limited
 
 
United Kingdom
 
100% M&G Limited
 
PPM Finance, Inc.
 
Delaware
 
100% PPM Holdings, Inc.
 
 
PPM Holdings, Inc.
 
 
Delaware
 
100% Brooke Holdings LLC
 
 
PPM Ventures (Asia) Limited
 
 
Hong Kong
 
100% PPM Capital (Holdings) Limited
 
PPM Ventures Pty Limited
 
 
Australia
 
100% CIMPL Pty Limited
 
PPMC First Nominees Limited
 
 
United Kingdom
 
100% M&G Limited
 
PPS Five Limited
 
 
United Kingdom
 
100% Reeds Rains Prudential Limited
 
 
PPS Nine Limited
 
 
United Kingdom
 
100% Prudential Property Services Limited
 
 
PPS Twelve Limited
 
United Kingdom
 
100% Prudential Property Services Limited
 
 
PT  Paja Indonesia
 
 
Indonesia
 
100% PT Prudential Life Assurance
 
PT Prudential Asset Management
 
 
Indonesia
 
99% Prudential Asset Management
 
PT Prudential Life Assurance
 
 
Indonesia
 
94.6% Prudential Corporation Holdings  Limited
 
 
PVM Partnerships Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Pacus (UK) Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Park Avenue (Singapore Two) Limited
 
 
Gibraltar
 
100% Prudential Group Holdings Limited
 
 
Pru Life Assurance Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
 
Pru Life Insurance Corporation of UK
 
 
Philippines
 
100% Prudential Corporation Holdings Limited
 
 
Pru Pte Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
 
Prudential (AN) Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Prudential (B1) Limited
 
 
Gibraltar
 
100% Prudential (Netherlands) BV
 
Prudential (B2) Limited
 
 
Gibraltar
 
100% Prudential (Netherlands) BV
 
Prudential (Gibraltar Five) Limited
 
 
Gibraltar
 
100% Prudential (Gibraltar Four) Limited
 
 
Prudential (Gibraltar Four) Limited
 
 
Gibraltar
 
100% Prudential (US Holdco 1) Limited
 
 
Prudential (Gibraltar Three)
 
 
Gibraltar
 
100% Prudential (Gibraltar Four) Limited
 
 
Prudential (Gibraltar Two) S.a.r.l.
 
Luxembourg
 
 
100% Prudential Capital Holding Company Limited
 
 
Prudential (Gibraltar) Limited
 
 
Gibraltar
 
100% Prudential Group Holdings Limited
 
 
Prudential (LPH One) Limited
 
 
Gibraltar
 
100% Prudential Group Holdings Limited
 
 
Prudential (LPH Two) Limited
 
 
Gibraltar
 
100% Prudential Group Holdings Limited
 
 
Prudential (Namibia) Unit Trusts Limited
 
 
Namibia
 
93% Prudential Portfolio Managers (Namibia) (Pty) Limited
 
Prudential (Netherlands One) Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential (Netherlands) BV
 
 
Netherlands
 
100% Prudential Corporation Holdings Limited
 
 
Prudential (US Holdco 1) BV
 
 
Netherlands
 
100% Prudential (US Holdco 1) Limited
 
 
Prudential (US Holdco 1) Limited
 
United Kingdom
 
100% Prudential US Limited
 
 
Prudential (US Holdco 2) BV
 
 
Netherlands
 
100% Prudential (US Holdco 1) BV
 
Prudential (US Holdco 2) Limited
 
Gibraltar
 
100% Holborn Delaware LLC
 
 
Prudential (US Holdco 3) BV
 
 
Netherlands
 
100% Prudential (US Holdco 2) BV
 
Prudential – AA Office Joint Venture Company
 
 
Vietnam
 
70% Prudential Vietnam Assurance Private Limited
 
Prudential / M&G UKCF GP Limited
 
 
United Kingdom
 
100% M&G Limited
 
Prudential Al-Wara’ Asset Management Berhad
 
 
Malaysia
 
100% Prudential Corporation Holdings Limited
 
Prudential Annuities Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Prudential Asset Management (Hong Kong) Limited
 
 
Hong Kong
 
100% Prudential Corporation Holdings Limited
 
Prudential Asset  Management (Singapore) Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
Prudential Asset Management Limited
 
 
United Arab Emirates
 
100% Prudential Corporation Holdings Limited
 
Prudential Assurance Company Singapore (Pte) Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
Prudential Assurance Malaysia Bhd
 
 
Malaysia
 
100% Sri Han Suria Sdn Berhad
 
Prudential Assurance Singapore (Property Services) Pte Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
Prudential Atlantic Reinsurance Company Limited
 
 
Ireland
 
100% Prudential Corporation Holdings Limited
 
Prudential Australia One Limited
 
 
United Kingdom
 
100% Prudential Corporation Holdings Limited
 
 
Prudential BSN Takaful Berhad
 
 
Malaysia
 
49% Prudential Corporation Holdings Limited
 
 
Prudential Capital (Singapore) Pte.  Ltd. Prudential Tower
 
 
Singapore
 
 
100% Prudential Capital Holding Company Ltd.
 
Prudential Capital Holding Company Limited
 
 
United Kingdom
 
100% Prudential plc
 
Prudential Capital PLC
 
 
United Kingdom
 
100% Prudential Capital Holding Company Limited
 
 
Prudential Capital Luxembourg S.a.r.l.
 
 
Luxembourg
 
 
100% Prudential Capital Holding Company Ltd.
 
Prudential Corporate Pensions Trustee Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
Prudential Corporation Asia Limited
 
 
Hong Kong
 
100% Prudential Corporation Holdings Limited
 
 
Prudential Corporation Australasia Holdings Pty Limited
 
 
Australia
 
100% Prudential Group Holdings Limited
 
Prudential plc
 
 
United Kingdom
 
Publicly Traded
 
Prudential Corporation Holdings Limited
 
 
 
United Kingdom
 
100% Prudential Holdings Limited
 
 
Prudential Corporation Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential Distribution Limited
 
 
United Kingdom
 
100% Prudential Financial Services Limited
 
 
Prudential Europe Assurance Holdings plc
 
 
Scotland
 
100% MM&S (2375) Limited
 
Prudential Finance BV
 
 
Netherlands
 
100% Prudential Corporation Holdings Limited
 
 
Prudential Financial Services Limited
 
United Kingdom
 
100% Prudential plc
 
 
Prudential Five Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential Four Limited
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential Fund Management Berhad
 
 
Malaysia
 
100% Nova Sepadu Sdn Bhd
 
Prudential Fund Management Services Private Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
Prudential GP Limited
 
 
Scotland
 
100% M&G Limited
 
Prudential General Insurance Hong Kong Limited
 
 
Hong Kong
 
100% The Prudential Assurance Company Limited
 
Prudential Group Holdings Limited
 
 
United Kingdom
 
100% Prudential plc
 
Prudential Group Pensions Limited
 
 
United Kingdom
 
100% Prudential Financial Services Limited
 
 
Prudential Group Secretarial Services Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
Prudential Health Holdings Limited
 
 
United Kingdom
 
25% The Prudential Assurance Company Limited
 
 
Prudential Health Limited
 
 
United Kingdom
 
100% Prudential Health Holdings Limited
 
 
Prudential Health Insurance Limited
 
England
 
100% Prudential Health Holdings Limited
 
 
Prudential Health Services Limited
 
 
United Kingdom
 
100% Prudential Health Holdings Limited
 
 
Prudential Holborn Life Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Prudential Holdings Limited
 
 
Scotland
 
100% Prudential plc
 
 
Prudential Hong Kong Limited
 
 
Hong Kong
 
100% The Prudential Assurance Company Limited
 
 
Prudential IP Services Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential International Assurance plc
 
 
Ireland
 
100% Prudential Europe Assurance Holdings plc
 
 
Prudential International Management Services Limited
 
 
Ireland
 
100% Prudential Europe Assurance Holdings plc
 
Prudential Investments (UK) Limited
 
 
United Kingdom
 
100% Prudential Capital Holding Company
 
 
Prudential Jersey (No 2) Limited
 
 
Jersey
 
100% Prudential Corporation Holdings Limited
 
 
Prudential Jersey Limited
 
 
Jersey
 
100% Prudential Corporation Holdings Limited
 
 
Prudential Lalondes Limited
 
 
United Kingdom
 
100% Prudential Property Services Limited
 
 
Prudential Life Assurance (Thailand) Public Company Limited
 
 
Thailand
 
42.59% North Sathorn Holdings Company Limited
 
32.11% Staple Limited
 
24.82% Prudential Corporation Holdings Limited
 
0.48% Others
 
 
Prudential Lifetime Mortgages Limited
 
 
Scotland
 
100% The Prudential Assurance Company Limited
 
Prudential Pensions Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Prudential Personal Equity Plans Limited
 
 
United Kingdom
 
100% M&G Limited
 
Prudential Portfolio Managers (Namibia) (Pty) Limited
 
 
Namibia
 
75% Prudential Portfolio Managers (South Africa) (Pty) Limited
 
Prudential Portfolio Managers (South Africa) (Pty) Limited
 
 
South Africa
 
75% M&G Limited
 
Prudential Portfolio Managers (South Africa) Life Limited
 
 
South Africa
 
99.4% Prudential Portfolio Managers (South Africa) (Pty) Limited
 
Prudential Portfolio Managers Unit Trusts Limited
 
 
South Africa
 
94% Prudential Portfolio Managers (South Africa) (Pty) Limited
 
Prudential Process Management Services India Private Limited
 
 
India
 
99.97% Prudential Corporation Holdings Limited
 
0.03% Prudential UK Services Limited
 
 
Prudential Properties Trusty Pty Limited
 
 
Australia
 
100% The Prudential Assurance Company Limited
 
Prudential Property Investment Management (Singapore) Pte Limited
 
 
Singapore
 
50% Prudential Singapore Holdings Pte Limited
 
50% PruPIM Ltd
 
 
Prudential Property Investment Managers Limited
 
 
United Kingdom
 
100% M&G Limited
 
Prudential Property Services (Bristol) Limited
 
 
United Kingdom
 
100% Prudential Property Services Limited
 
Prudential Property Services Limited
 
 
United Kingdom
 
100% Prudential plc
 
Prudential Protect Limited
 
 
United Kingdom
 
100% Prudential Health Holdings Limited
 
 
Prudential Pte Ltd
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
 
Prudential Quest Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential Retirement Income Limited
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Prudential Securities Limited
 
 
United Kingdom
 
50% Prudential (B1) Limited
 
50% Prudential (B2) Limited
 
 
Prudential Services Asia Sdn Bhd
 
 
Malaysia
 
100% Prudential Corporation Holdings Limited
 
 
Prudential Services Limited
 
 
United Kingdom
 
100% Prudential Corporation Holdings Limited
 
 
Prudential Services Singapore Pte Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
Prudential Singapore Holdings Pte Limited
 
 
Singapore
 
100% Prudential Corporation Holdings Limited
 
Prudential Staff Pensions Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Prudential Trustee Company Limited
 
 
United Kingdom
 
100% M&G Limited
 
Prudential UK Services Limited
 
 
United Kingdom
 
100% Prudential Financial Services Limited
 
 
Prudential Unit Trusts Limited
 
 
United Kingdom
 
100% M&G Limited
 
Prudential Vietnam Assurance Private Limited
 
 
Vietnam
 
100% Prudential Corporation Holdings Limited
 
Prudential Vietnam Finance Company Limited
 
 
Vietnam
 
100% Prudential Holborn Life Limited
 
Prudential Vietnam Fund Management Private Limited Company
 
 
Vietnam
 
100% Prudential Vietnam Assurance Private Limited
 
Prulink Pte Limited
 
 
Singapore
 
100% Prudential Singapore Holdings Pte Limited
 
 
Prutec Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
 
Quinner AG
 
 
Germany
 
100% Prudential Corporation Holdings Limited
 
 
Reeds Rain Prudential Limited
 
 
United Kingdom
 
100% Prudential Property Services Limited
 
 
SII Insurance Agency, Inc.
 
 
Massachusetts
 
100% SII Investments, Inc.
 
SII Insurance Agency, Inc.
 
 
Wisconsin
 
100% SII Investments, Inc.
 
SII Investments, Inc.
 
 
Wisconsin
 
100% National Planning Holdings, Inc.
 
 
SII Ohio Insurance Agency, Inc.
 
 
Ohio
 
100% SII Investments, Inc.
 
Scottish Amicable Finance plc
 
 
Scotland
 
100% The Prudential Assurance Company Limited
 
 
Scottish Amicable ISA Managers Limited
 
 
Scotland
 
100% The Prudential Assurance Company Limited
 
Scottish Amicable Life Assurance Society
 
 
Scotland
 
100% The Prudential Assurance Company Limited
 
Scottish Amicable PEP and ISA Nominees Limited
 
 
Scotland
 
100% Scottish Amicable Life Assurance Society
 
Snushalls Team Limited
 
 
United Kingdom
 
100% Prudential Property Services Limited
 
 
Squire Reassurance Company LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
Squire Capital I LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
 
Squire Capital II LLC
 
 
Michigan
 
100% Jackson National Life Insurance Company
 
 
Sri Han Suria Sdn Berhad
 
 
Malaysia
 
51% Prudential Corporation Holdings Limited
 
 
Stableview Limited
 
 
United Kingdom
 
100% M&G Limited
 
Staple Limited
 
 
Thailand
 
100% Prudential Corporation Holdings Limited
 
 
Staple Nominees Limited
 
 
United Kingdom
 
100% Prudential Personal Equity Plans Limited
 
 
The First British Fixed Trust Company Limited
 
 
United Kingdom
 
100% M&G Limited
 
The Forum, Solent, Management Company Limited
 
 
United Kingdom
 
100% The Prudential Assurance Company Limited
 
The Prudential Assurance Company Limited
 
 
United Kingdom
 
100% Prudential plc
 
True Prospect Limited
 
 
British Virgin Islands
 
100% Prudential Corporation Holdings Limited
 
 
Wharfedale Acquisitions Limited
 
 
United Kingdom
 
100% Wharfedale Acquisitions Subholdings Limited
 
 
Wharfedale Acquisitions Holdings Limited
 
 
United Kingdom
 
100% Infracapital Nominees Limited
 
Wharfedale Acquisitions Subholdings Limited
 
 
United Kingdom
 
100% Wharfedale Acquisitions Holdings Limited
 
Yeslink Interco Limited
 
 
United Kingdom
 
100% Prudential Group Holdings Limited
 
 
Zelda Acquisitions Holdings Limited
 
 
United Kingdom
 
100% Infracapital Nominees Limited
 
Zelda Acquisitions Limited
 
 
United Kingdom
 
100% Zelda Acquisitions Holdings Limited
 

Item 27. Number of Contract Owners as of February 29, 2012

Qualified – 1,031
Non-Qualified – 746

Item 28. Indemnification

Provision is made in the Company's Amended By-Laws for indemnification by the Company of any person who was or is a party or is threatened to be made a party to a civil, criminal, administrative or investigative action by reason of the fact that such person is or was a director, officer or employee of the Company, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceedings, to the extent and under the circumstances permitted by the General Corporation Law of the State of Michigan.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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.

Item 29. Principal Underwriter

a)  
Jackson National Life Distributors LLC acts as general distributor for the Jackson National Separate Account - I.  Jackson National Life Distributors LLC also acts as general distributor for the Jackson National Separate Account III, the Jackson National Separate Account IV, the Jackson National Separate Account V, the JNLNY Separate Account I, the JNLNY Separate Account II, and the JNLNY Separate Account IV.

b)  
Directors and Officers of Jackson National Life Distributors LLC:

Name and Business Address
Positions and Offices with Underwriter
   
   
Greg Cicotte
Manager, President & Chief Executive Officer
7601 Technology Way
 
Denver, CO  80237
 
   
Clifford J. Jack
Manager
7601 Technology Way
 
Denver, CO 80237
 
   
Thomas J. Meyer
Manager & Secretary
1 Corporate Way
 
Lansing, MI 48951
 
   
Paul Chad Myers
Manager
1 Corporate Way
 
Lansing, MI  48951
 
   
Stephen M. Ash
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Pamela Aurbach
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Jeffrey Bain
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Brad Baker
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Mercedes Biretto
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
James Bossert
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Tori Bullen
Senior Vice President
210 Interstate North Parkway
 
Suite 401
 
Atlanta, GA 30339-2120
 
   
Bill J. Burrow
Senior Vice President
7601 Technology Way
 
Denver, CO  80237
 
   
Maura Collins
Executive Vice President, Chief Financial Officer & FinOP
7601 Technology Way
 
Denver, CO 80237
 
   
Paul Fitzgerald
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Julia A. Goatley
Assistant Secretary
1 Corporate Way
 
Lansing, MI 48951
 
   
Luis Gomez
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Kevin Grant
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Thomas Hurley
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Mark Jones
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Doug Mantelli
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
James McCorkle
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Brook Meyer
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Jack Mishler
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Steven O’Connor
Vice President
7601 Technology Way
 
Denver, CO  80237
 
   
Jeremy D. Rafferty
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Alison Reed
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Scott Romine
Executive Vice President, National Sales Manager
7601 Technology Way
 
Denver, CO  80237
 
   
Gregory B. Salsbury
Executive Vice President, Distribution
7601 Technology Way
 
Denver, CO 80237
 
   
Marilynn Scherer
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Kathleen Schofield
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Daniel Starishevsky
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Ryan Strauser
Vice President
7601 Technology Way
 
Denver, VO 80237
 
   
Brian Sward
Vice President
7601 Technology Way
 
Denver, CO  80237
 
   
Jeremy Swartz
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Robin Tallman
Vice President & Controller
7601 Technology Way
 
Denver, CO 80237
 
   
Doug Townsend
Executive Vice President, Operations
7601 Technology Way
 
Denver, CO 80237
 
   
Katie Turner
Vice President
7601 Technology Way
 
Denver, CO  80237
 
   
Brad Whiting
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Daniel Wright
Senior Vice President & Chief Compliance Officer
7601 Technology Way
 
Denver, CO 80237
 
   
Phil Wright
Vice President
7601 Technology Way
 
Denver, CO 80237
 

(c)

Name of Principal Underwriter
Net Underwriting           Discounts and Commissions
Compensation on Redemption or               Annuitization
Brokerage Commissions
Compensation
Jackson National Life           Distributors LLC
Not Applicable
Not Applicable
Not Applicable
Not Applicable

Item. 30. Location of Accounts and Records

Jackson National Life Insurance Company
1 Corporate Way
Lansing, Michigan 48951

Jackson National Life Insurance Company
Institutional Marketing Group Service Center
1 Corporate Way
Lansing, Michigan 48951

Jackson National Life Insurance Company
7601 Technology Way
Denver, Colorado 80237

Jackson National Life Insurance Company
225 West Wacker Drive, Suite 1200
Chicago, IL  60606

Item. 31. Management Services

Not Applicable.

Item. 32. Undertakings and Representations

a)  
Jackson National Life Insurance Company hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.

b)  
Jackson National Life Insurance Company hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

c)  
Jackson National Life Insurance Company hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request.

d)  
Jackson National Life Insurance Company represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred, and the risks assumed by Jackson National Life Insurance Company.

e)  
The Registrant hereby represents that any contract offered by the prospectus and which is issued pursuant to Section 403(b) of the Internal Revenue Code of 1986 as amended, is issued by the Registrant in reliance upon, and in compliance with, the Securities and Exchange Commission's industry-wide no-action letter to the American Council of Life Insurance (publicly available November 28, 1988) which permits withdrawal restrictions to the extent necessary to comply with IRS Section 403(b)(11).



 
 

 


SIGNATURES

 
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this post-effective amendment to the Registration Statement and has caused this post-effective amendment to the Registration Statement to be signed on its behalf, in the City of Lansing, and State of Michigan, on this 26th day of April, 2012.

Jackson National Separate Account  V
(Registrant)

Jackson National Life Insurance Company


By:   /s/ Thomas J. Meyer                                                                           
Thomas J. Meyer
Senior Vice President, General Counsel
and Secretary

Jackson National Life Insurance Company
(Depositor)


By:    /s/ Thomas J. Meyer                                                                           
Thomas J. Meyer
Senior Vice President, General Counsel
and Secretary

As required by the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


   
*                                                                
April 26, 2012
Michael A. Wells, President, Chief
 
Executive Officer, Director and Chairman
 
   
   
   
*                                                                
April 26, 2012
James R. Sopha, Chief Operating Officer
 
and Director
 
   
   
   
*                                                                
April 26, 2012
Clifford J. Jack, Executive Vice President
 
and Director
 
   
   
   
*                                                                
April 26, 2012
P. Chad Myers, Executive Vice President,
Chief Financial Officer and Director
 

 
 

 


   
   
   
*                                                                
April 26, 2012
Robert A. Fritts, Senior Vice President and
 
Controller
 
   
   
   
*                                                                
April 26, 2012
Leandra R. Knes, Director
 
   




* By:    /s/ Thomas J. Meyer                                                                           
Thomas J. Meyer, as Attorney-in-Fact,
pursuant to Power of Attorney filed herewith.

 
 

 


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors and/or officers of JACKSON NATIONAL LIFE INSURANCE COMPANY (the Depositor), a Michigan corporation, hereby appoint Michael A. Wells, P. Chad Myers, Thomas J. Meyer, Patrick W. Garcy, Susan S. Rhee, and Anthony L. Dowling (each with power to act without the others) his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his/her name, place and stead, in any and all capacities, to sign applications and registration  statements,  and any and all amendments, with power to affix the corporate seal and to attest it, and to file the applications, registration statements, and amendments, with all exhibits and  requirements, in accordance with the Securities Act of 1933, the Securities and Exchange Act of 1934, and/or the Investment Company Act of 1940.  This Power of Attorney concerns Jackson National Separate Account - I (File Nos. 033-82080, 333-70472, 333-73850, 333-118368, 333-119656, 333-132128, 333-136472, 333-155675, 333-172874, 333-172875, 333-172877, 333-175718, 333-175719, 333-176619, and 333-178774), Jackson National Separate Account III (File No. 333-41153), Jackson National Separate Account IV (File Nos. 333-108433 and 333-118131), and Jackson National Separate Account V (File No. 333-70697), as well as any future separate account(s) and/or future file number(s) within any separate account(s) that the Depositor establishes through which securities, particularly variable annuity contracts and variable universal life insurance policies, are to be offered for sale.  The undersigned grant to each attorney-in-fact and agent full authority to take all necessary actions to effectuate the above as fully, to all intents and purposes, as he/she could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or any one 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 executed this Power of Attorney effective as of the 10th day of February, 2012.

/s/  MICHAEL A. WELLS
______________________________________
Michael A. Wells, President, Chief
Executive Officer, Chairman and Director

/s/  JAMES R. SOPHA
______________________________________
James R. Sopha, Chief Operating Officer
and Director

/s/  CLIFFORD J. JACK
______________________________________
Clifford J. Jack, Executive Vice President
and Director

/s/  P. CHAD MYERS
______________________________________
P. Chad Myers, Executive Vice President,
Chief Financial Officer and Director

/s/  ROBERT A. FRITTS
______________________________________
Robert A. Fritts, Senior Vice President and
Controller

/s/  LEANDRA R. KNES
______________________________________
Leandra R. Knes, Director


 
 

 


EXHIBIT LIST

Exhibit No.                      Description


9.
Opinion and Consent of Counsel.

10.
Consent of Independent Registered Public Accounting Firm.