485APOS 1 four85apiiafter.htm
As filed with the Securities and Exchange Commission on October 31, 2014
Commission File Nos.  333-183048
811-08664

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. 14
[X]
   
and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 
Amendment No. 481
[X]


JACKSON NATIONAL SEPARATE ACCOUNT - I
(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., Assistant Vice President, Legal
Jackson National Life Insurance Company, 1 Corporate Way, Lansing, MI 48951



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)
[   ]
on [Date] pursuant to paragraph (b)
[X]
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



EXPLANATORY NOTE:  This Amendment to the Registration Statement on Form N-4 (the "Registration Statement") is being filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended, for the purpose of filing supplements to the prospectuses.  Part C is also amended as reflected therein.  Except as heretofore amended, this Amendment does not otherwise delete, amend, or supersede any prospectus, statement of additional information, exhibit, undertaking, or other information contained in the Registration Statement, which are hereby incorporated by reference to the extent required and/or permitted by applicable law. 


 
THE INFORMATION IN THE PROSPECTUS AS MODIFIED BY THIS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THE PROSPECTUS AS MODIFIED BY THIS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Supplement Dated December __, 2014
To The Prospectus Dated April 28, 2014

PERSPECTIVE II®
FLEXIBLE PREMIUM FIXED AND VARIABLE DEFERRED ANNUITY
(Contracts offered for sale on and after September 10, 2012)

Issued by
Jackson National Life Insurance Company® and through
Jackson National Separate Account – I

This supplement updates the above-referenced prospectus. Please read and keep it together with your prospectus for future reference. To obtain an additional copy of the prospectus, please contact us at our Annuity Service Center, P.O. Box 30314, Lansing, Michigan, 48909-7814; 1-800-644-4565; www.jackson.com.

The second paragraph under the section titled Guaranteed Minimum Withdrawal Benefit For Stretch RMDs ("MarketGuard Stretch GMWB") is revised by deleting the first bullet point appearing after the phrase "Availability of this GMWB is subject to the following additional requirements:" on page 128 of the prospectus and replacing it with the following:

·
For Contracts issued on or after January 12, 2015, a Beneficiary entitled to death benefit payments under an existing Contract must elect this GMWB prior to the time the beneficiary begins taking distributions (or is required to begin taking distributions) from the Contract to meet the stretch minimum distribution requirements.

For Contracts purchased by prospective Owners on or after January 12, 2015 with death benefit proceeds that are subject to the minimum distribution requirements applicable to beneficiaries, this GMWB must be elected on the initial application and is not available for election after the Issue Date. Additionally, for Owners age 70 or younger on the date this GMWB is issued, this GMWB must be elected no later than five years after the date of death of the original owner. For Owners age 71 through age 80 on the date this GMWB is issued, this GMWB must be elected before the Owner begins taking distributions (or is required to begin taking distributions) to meet the stretch minimum distribution requirements.

·
For Contracts issued prior to January 12, 2015, the existing rules will continue to apply as follows:
For Owners age 70 or younger on the date this GMWB is issued, this GMWB must be elected no later than five years after the date of death of the original owner. For Owners age 71 through age 80 on the date this GMWB is issued, this GMWB must be elected before the Owner begins taking distributions (or is required to begin taking distributions) to meet the stretch minimum distribution requirements. For endorsements issued before April 29, 2013, eligible Owners of any age must have elected the GMWB before the Owner began taking distributions (or was required to begin taking distributions) to meet the stretch minimum distribution requirements.



Page 1 of 1
 
 

THE INFORMATION IN THE PROSPECTUS AS MODIFIED BY THIS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THE PROSPECTUS AS MODIFIED BY THIS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Supplement Dated December __, 2014
To The Prospectus Dated April 28, 2014

PERSPECTIVE II®
PERSPECTIVE L SERIESSM ("L Series")

FLEXIBLE PREMIUM FIXED AND VARIABLE DEFERRED ANNUITIES

Issued by
Jackson National Life Insurance Company® and through
Jackson National Separate Account – I

This supplement updates the above-referenced prospectus. Please read and keep it together with your prospectus for future reference. To obtain an additional copy of the prospectus, please contact us at our Annuity Service Center, P.O. Box 30314, Lansing, Michigan, 48909-7814; 1-800-644-4565; www.jackson.com.


The second paragraph under the section titled Guaranteed Minimum Withdrawal Benefit For Stretch RMDs ("MarketGuard Stretch GMWB") is revised by deleting the first bullet point appearing after the phrase "Availability of this GMWB is subject to the following additional requirements:" on page 94 of the prospectus and replacing it with the following:

·
For Contracts issued on or after January 12, 2015, a Beneficiary entitled to death benefit payments under an existing Contract must elect this GMWB prior to the time the beneficiary begins taking distributions (or is required to begin taking distributions) from the Contract to meet the stretch minimum distribution requirements.

For Contracts purchased by prospective Owners on or after January 12, 2015 with death benefit proceeds that are subject to the minimum distribution requirements applicable to beneficiaries, this GMWB must be elected on the initial application and is not available for election after the Issue Date. Additionally, for Owners age 70 or younger on the date this GMWB is issued, this GMWB must be elected no later than five years after the date of death of the original owner. For Owners age 71 through age 80 on the date this GMWB is issued, this GMWB must be elected before the Owner begins taking distributions (or is required to begin taking distributions) to meet the stretch minimum distribution requirements.

Page 1 of 1
 

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 - I:

Report of Independent Registered Public Accounting Firm
                       Statements of Assets and Liabilities as of December 31, 2013
                       Statements of Operations for the period ended December 31, 2013
                       Statements of Changes in Net Assets for the periods ended December 31, 2013 and 2012
                       Notes to Financial Statements

Jackson National Life Insurance Company:

Report of Independent Registered Public Accounting Firm
                       Consolidated Balance Sheets as of December 31, 2013 and 2012
                       Consolidated Income Statements for the years ended December 31, 2013, 2012, and 2011
                       Consolidated Statements of Stockholder's Equity and Comprehensive Income for the years ended
                       December 31, 2013, 2012, and 2011
                       Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011
                       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 Post-Effective Amendment No. 9 filed on April 21, 1999 (File Nos. 033-82080 and 811-08664).

2. Not Applicable.

3.

a. Amended and Restated General Distributor Agreement dated June 1, 2006, incorporated herein by reference to the Registrant's Registration Statement filed on August 10, 2006 (File Nos. 333-136472 and 811-08664).

b. Specimen of Selling Agreement (V2565 01/12), incorporated herein by reference to the Registrant's Registration Statement, filed on April 24, 2012 (File Nos. 333-178774 and 811-08664).

c. Specimen of Selling Agreement (V2565 08/12), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

d. Specimen of Selling Agreement (V2565 06/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 13, filed on September 11, 2014 (File Nos. 333-183048 and 811-08664).
 
4.

a.
Specimen of the Perspective II Fixed and Variable Annuity Contract, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

b.
Specimen of Section 403(b) Tax Sheltered Annuity Endorsement, incorporated herein by reference to the Registrant's Registration Statement filed on August 19, 2004 (File Nos. 333-118368 and 811-08664).

c.
Specimen of Retirement Plan Endorsement, incorporated herein by reference to the Registrant's Registration Statement filed on August 19, 2004 (File Nos. 333-118368 and 811-08664).

d.
Specimen of Individual Retirement Annuity Endorsement, incorporated herein by reference to the Registrant's Registration Statement filed on August 19, 2004 (File Nos. 333-118368 and 811-08664).

e.
Specimen of Roth Individual Retirement Annuity Endorsement, incorporated herein by reference to the Registrant's Registration Statement filed on August 19, 2004 (File Nos. 333-118368 and 811-08664).

f.
Specimen of Charitable Remainder Trust Endorsement, incorporated herein by reference to the Registrant's Pre-Effective Amendment filed on December 23, 2004 (File Nos. 333-118368 and 811-08664).

g.
Specimen of Earnings Protection Benefit Endorsement, incorporated herein by reference to the Registrant's Registration Statement filed on November 21, 2001 (File Nos. 333-73850 and 811-08664).

h.
Specimen of the Highest Quarterly Anniversary Value Guaranteed Minimum Death Benefit (HQAV) Endorsement (7595 04/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No.12, filed on April 2, 2009 (File Nos. 333-119656 and 811-08664).

i.
Specimen of the Reduced Administration Charge Endorsement (7536 09/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 71, filed on September 24, 2009 (File Nos. 333-70472 and 811-08664).

j.
Specimen of the [2%] Contract Enhancement Endorsement (7567 12/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 80, filed on April 30, 2010 (File Nos. 333-70472 and 811-08664).

k.
Specimen of the [3%] Contract Enhancement Endorsement (7568 12/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 80, filed on April 30, 2010 (File Nos. 333-70472 and 811-08664).

l.
Specimen of the [4%] Contract Enhancement Endorsement (7569 12/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 80, filed on April 30, 2010 (File Nos. 333-70472 and 811-08664).

m.
Specimen of the [5%] Contract Enhancement Endorsement (7570 12/09), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 80, filed on April 30, 2010 (File Nos. 333-70472 and 811-08664).

n.
Specimen of 20% Additional Free Withdrawal Benefit Endorsement, incorporated herein by reference to the Registrant's Registration Statement filed on September 28, 2001 (File Nos. 333-70472 and 811-08664).

o.
Specimen of 5 Year Withdrawal Charge Schedule, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 11 filed on July 21, 2004 (File Nos. 333-70472 and 811-08664).

p.
Specimen of the Guaranteed Minimum Withdrawal Benefit With [5] Year Step-Up (SafeGuard Max) Endorsement (7633 05/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 80, filed on April 30, 2010 (File Nos. 333-70472 and 811-08664).

q.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [5%] Bonus and Annual Step-Up Endorsement (7640 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

r.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [5%] Bonus and Annual Step-Up to the Highest Quarterly Contract Value Endorsement (7641 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

s.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [5%] Bonus and Annual Step-Up Endorsement (7642 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

t.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [5%] Bonus and Annual Step-Up to the Highest Quarterly Contract Value Endorsement (7643 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

u.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6%] Bonus and Annual Step-Up Endorsement (7646 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

v.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6%] Bonus and Annual Step-Up to the Highest Quarterly Contract Value Endorsement (7647 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

w.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [6%] Bonus and Annual Step-Up Endorsement (7648 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

x.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6%] Bonus, Annual Step-Up and Death Benefit Endorsement (7650 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

y.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [7%] Bonus and Annual Step-Up Endorsement (7652 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

z.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [7%] Bonus and Annual Step-Up to the Highest Quarterly Contract Value Endorsement (7653 10/10), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 88, filed on October 5, 2010 (File Nos. 333-70472 and 811-08664).

aa.
Specimen of [5%] Guaranteed Minimum Withdrawal Benefit with Annual Step-Up Endorsement (AutoGuard 5) (7659 05/11), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 91, filed on January 18, 2011 (File Nos. 333-70472 and 811-08664).

bb.
Specimen of [6%] Guaranteed Minimum Withdrawal Benefit with Annual Step-Up Endorsement (AutoGuard 6) (7660 05/11), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 91, filed on January 18, 2011 (File Nos. 333-70472 and 811-08664).

cc.
Specimen of For Life Guaranteed Minimum Withdrawal Benefit with Annual Step-Up and Transfer of Assets Endorsement (Jackson Select Protector) (7667 05/11), incorporated herein by reference to the Registrant's Post-Effective Amendment No. 91, filed on January 18, 2011 (File Nos. 333-70472 and 811-08664).

dd.
Specimen of Guaranteed Minimum Withdrawal Benefit for Stretch RMDs Endorsement (MarketGuard Stretch) (7668 04/12), incorporated herein by reference to the Registrant's Registration Statement, filed on April 24, 2012 (File Nos. 333-178774 and 811-08664).

ee.
Form of For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Annual Step-Up and Earnings-Sensitive Withdrawal Amount Endorsement (LifeGuard Freedom 6 Net), incorporated herein by reference to the Registrant's Post-Effective Amendment, filed on January 20, 2012 (File Nos. 333-70472 and 811-08664).
 
ff.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Annual Step-Up and Earnings-Sensitive Withdrawal Amount Endorsement (LifeGuard Freedom 6 Net with Joint Option), incorporated herein by reference to the Registrant's Post-Effective Amendment, filed on January 20, 2012 (File Nos. 333-70472 and 811-08664).

gg.
Specimen of the [5%] Roll-Up Guaranteed Minimum Death Benefit Endorsement (7596 04/12), incorporated herein by reference to the Registrant's Registration Statement, filed on April 24, 2012 (File Nos. 333-178774 and 811-08664).

hh.
Specimen of the Combination [5%] Roll-Up and Highest Quarterly Anniversary Value Guaranteed Minimum Death Benefit Endorsement (7597 04/12), incorporated herein by reference to the Registrant's Registration Statement, filed on April 24, 2012 (File Nos. 333-178774 and 811-08664).

ii.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [5]% Bonus And Annual Step-Up Endorsement (7700 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

jj.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus And Annual Step-Up Endorsement (7701 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

kk.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [7]% Bonus And Annual Step-Up Endorsement (7702 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

ll.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [5]% Bonus And Annual Step-Up To The Highest Quarterly Contract Value Endorsement (7704 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

mm.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus And Annual Step-Up To The Highest Quarterly Contract Value Endorsement (7705 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

nn.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [7]% Bonus And Annual Step-Up To The Highest Quarterly Contract Value Endorsement (7706 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

oo.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [5]% Bonus And Annual Step-Up Endorsement (7707 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

pp.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus And Annual Step-Up Endorsement (7708 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

qq.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [7]% Bonus And Annual Step-Up Endorsement (7709 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

rr.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [5]% Bonus And Annual Step-Up To The Highest Quarterly Contract Value Endorsement (7710 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

ss.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus And Annual Step-Up To The Highest Quarterly Contract Value Endorsement (7711 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

tt.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus, Annual Step-Up And Death Benefit Endorsement (7712 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

uu.
Form of For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Annual Step-Up And Earnings-Sensitive Withdrawal Amount Endorsement (7713 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

vv.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Annual Step-Up And Earnings-Sensitive Withdrawal Amount Endorsement (7714 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

ww.
Form of Guaranteed Minimum Withdrawal Benefit Endorsement (7678 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 2, filed on February 15, 2013 (File Nos. 333-183048 and 811-08664).

xx.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [5]% Bonus And Annual Step-Up Endorsement (7700 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

yy.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus And Annual Step-Up Endorsement (7701 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

zz.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [7]% Bonus And Annual Step-Up Endorsement (7702 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

aaa.
Form of For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus, Annual Step-Up And Death Benefit Endorsement (7712 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

bbb.
Form of For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Annual Step-Up And Earnings-Sensitive Withdrawal Amount Endorsement (7713 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

ccc.
Form of Guaranteed Minimum Withdrawal Benefit Endorsement (7678 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

ddd.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [5]% Bonus And Annual Step-Up Endorsement (7707),incorporated herein by reference to Registrant's Post-Effective Amendment No. 8, filed on September 12, 2013 (File Nos. 333-183048 and 811-08664).

eee.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [6]% Bonus And Annual Step-Up Endorsement (7708), incorporated herein by reference to Registrant's Post-Effective Amendment No. 8, filed on September 12, 2013 (File Nos. 333-183048 and 811-08664).

fff.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With [7]% Bonus And Annual Step-Up Endorsement (7709), incorporated herein by reference to Registrant's Post-Effective Amendment No. 8, filed on September 12, 2013 (File Nos. 333-183048 and 811-08664).

ggg.
Form of Joint For Life Guaranteed Minimum Withdrawal Benefit With Bonus, Annual Step-Up And Earnings-Sensitive Withdrawal Amount Endorsement (7714), incorporated herein by reference to Registrant's Post-Effective Amendment No. 8, filed on September 12, 2013 (File Nos. 333-183048 and 811-08664).

hhh.
Form of Individual Retirement Annuity Endorsement (ICC13 7715), incorporated herein by reference to Registrant's Registration Statement, filed on December 20, 2013 (File Nos. 333-192971 and 811-08664).

iii.
Form of Roth Individual Retirement Annuity Endorsement (ICC13 7716), incorporated herein by reference to Registrant's Registration Statement, filed on December 20, 2013 (File Nos. 333-192971 and 811-08664).

5.

a.
Form of the Perspective II Variable and Fixed Annuity Application (V620 09/12), incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1, filed on September 4, 2012 (File No. 333-178774 and 811-08664).

b.
Form of the Variable and Fixed Annuity Application (V3573 09/12), incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1, filed on September 4, 2012 (File No. 333-178774 and 811-08664).

c.
Form of the Perspective II Variable and Fixed Annuity Application (V620 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

d.
Form of the Variable and Fixed Annuity Application (V3573 04/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

e.
Form of the Perspective II Variable and Fixed Annuity Application (V620 09/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 8, filed on September 12, 2013 (File Nos. 333-183048 and 811-08664).

f.
Form of the Variable and Fixed Annuity Application (V3573 09/13), incorporated herein by reference to Registrant's Post-Effective Amendment No. 8, filed on September 12, 2013 (File Nos. 333-183048 and 811-08664).

g.
Form of the Perspective II Variable and Fixed Annuity Application (V620 04/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 9, filed on April 21, 2014 (File Nos. 333-183048 and 811-08664).

h.
Form of the Variable and Fixed Annuity Application (V3573 04/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 9, filed on April 21, 2014 (File Nos. 333-183048 and 811-08664).

i.
Form of the Perspective II Variable and Fixed Annuity Application (V620 09/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 10, filed on June 11, 2014 (File Nos. 333-183048 and 811-08664).

j.
Form of the Variable and Fixed Annuity Application (V3573 09/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 10, filed on June 11, 2014 (File Nos. 333-183048 and 811-08664).

k.
Form of the Perspective II Variable and Fixed Annuity Application (V620 09/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 13, filed on September 11, 2014 (File Nos. 333-183048 and 811-08664).

l.
Form of the Variable and Fixed Annuity Application (V3573 09/14), incorporated herein by reference to Registrant's Post-Effective Amendment No. 13, filed on September 11, 2014 (File Nos. 333-183048 and 811-08664).

6.

a.
Articles of Incorporation of Depositor, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 3 filed on April 30, 1996 (File Nos. 033-82080 and 811-08664).

b.
By-laws of Depositor, incorporated herein by reference to the Registrant's Post-Effective Amendment No. 3 filed on April 30, 1996 (File Nos. 033-82080 and 811-08664).

c.
Amended By-laws of Jackson National Life Insurance Company, incorporated herein by reference to the Registration Statement, filed on December 31, 2012 (File Nos. 333-185768 and 811-04405).

7. Not Applicable.

8. Amended and Restated Administrative Services Agreement between Jackson National Asset Management, LLC and Jackson National Life Insurance Company, incorporated herein by reference to Registrant's Post-Effective Amendment No. 4, filed on April 23, 2013 (File Nos. 333-183048 and 811-08664).

9. Opinion and Consent of Counsel, attached hereto.

10. Consent of Independent Registered Public Accounting Firm, to be filed by amendment.

11. Not Applicable.

12. Not Applicable.

26. Organizational Chart, incorporated herein by reference to Registrant's Post-Effective Amendment No. 13, filed on September 11, 2014 (File Nos. 333-183048 and 811-08664).

Item 25. Directors and Officers of the Depositor

Name and Principal Business Address
Positions and Offices with Depositor
   
Richard D. Ash
Senior Vice President, Chief Actuary & Appointed Actuary
1 Corporate Way
 
Lansing, MI 48951
 
   
Steve P. Binioris
Senior Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Michele M. Binkley
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Dennis A. Blue
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Barrett M. Bonemer
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
David L. Bowers
Vice President
300 Innovation Drive
 
Franklin, TN 37067
 
   
John H. Brown
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Michael A. Costello
Senior Vice President, Treasurer & Controller
1 Corporate Way
 
Lansing, MI 48951
 
   
James B. Croom
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
 
   
Devkumar D. Ganguly
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
James D. Garrison
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Julia A. Goatley
Senior Vice President, Chief Compliance & Governance Officer
1 Corporate Way
& Assistant Secretary
Lansing, MI 48951
 
   
Guillermo E. Guerra
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
John K. Haack
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Robert W. Hajdu
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Laura L. Hanson
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Robert L. Hill
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Thomas P. Hyatte
Senior Vice President, Chief Risk Officer & Director
1 Corporate Way
 
Lansing, MI 48951
 
   
Clifford J. Jack
Executive Vice President & Head of Retail
7601 Technology Way
 
Denver, CO 80237
 
   
Thomas A. Janda
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Scott Klus
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Toni L. Klus
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Leandra R. Knes
Director
225 W. Wacker Drive
 
Suite 1200
 
Chicago, IL 60606
 
   
Richard C. Liphardt
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Machelle A. McAdory
Senior Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Diahn M. McHenry
Vice President
5913 Executive Drive
 
Lansing, MI 48911
 
   
Thomas J. Meyer
Senior Vice President,
1 Corporate Way
General Counsel & Secretary
Lansing, MI 48951
 
   
Dean M. Miller
Vice President
300 Connell Drive
 
Suite 2100
 
Berkeley Heights, NJ 07922
 
   
Keith R. Moore
Senior Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Jacky Morin
Vice President
300 Connell Drive
 
Suite 2100
 
Berkeley Heights, NJ 09722
 
   
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
5913 Executive Drive
 
Lansing, MI 48911
 
   
William R. Schulz
Vice President
1 Corporate Way
 
Lansing, MI 48951
 
   
Muhammad S. Shami
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
 
   
Bonnie G. Wasgatt
Senior Vice President & Chief Information Officer
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.

The Registrant is a separate account of Jackson National Life Insurance Company ("Depositor"), a stock life insurance company organized under the laws of the state of Michigan.  The Depositor 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.

The following organizational chart for Prudential plc indicates those persons who are controlled by or under common control with the Depositor. No person is controlled by the Registrant.

The organizational chart for Prudential plc is incorporated herein by reference to Exhibit 26, incorporated herein by reference to Registrant's Post-Effective Amendment No. 13, filed on September 11, 2014 (File Nos. 333-183048 and 811-08664).

Item 27. Number of Contract Owners as of September 30, 2014

Qualified – 301,908
Non-Qualified – 142,125

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, the JNLNY Separate Account IV, the Jackson Sage Variable Annuity Account A, the Jackson Sage Variable Life Account A, the Jackson SWL Variable Annuity Fund I, the JNL Series Trust, JNL Variable Fund LLC, JNL Investors Series Trust, and Curian Variable Series Trust.

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
 
   
Michael A. Costello
Manager
1 Corporate Way
 
Lansing, MI 48951
 
   
Clifford J. Jack
Manager
7601 Technology Way
 
Denver, CO 80237
 
   
Thomas P. Hyatte
Manager
1 Corporate Way
 
Lansing, MI 48951
 
   
Thomas J. Meyer
Manager & Secretary
1 Corporate Way
 
Lansing, MI 48951
 
   
Stephen M. Ash
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
 
   
James Bossert
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Tori Bullen
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
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
 
   
Christopher Cord
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
 
   
Elizabeth Griffith
Vice President
300 Innovation Drive
 
Franklin, TN 37067
 
   
Thomas Hurley
Senior Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Mark Jones
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Jim Livingston
Executive Vice President, Operations
7601 Technology Way
 
Denver, CO  80237
 
   
Doug Mantelli
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Jennifer Meyer
Vice President
7601 Technology Way
 
Denver, CO 80237
 
   
Steven O'Connor
Vice President
7601 Technology Way
 
Denver, CO  80237
 
   
Allison Pearson
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
 
   
Kristan L. Richardson
Assistant Secretary
1 Corporate Way
 
Lansing, MI 48951
 
   
Scott Romine
Executive Vice President, National Sales Manager
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
 
   
Melissa Sommer
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
 
   
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 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 31st day of October, 2014.

Jackson National Separate Account - I
(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.

   
*                                                                                    
October 31, 2014
Michael A. Wells, President, Chief
 
Executive Officer, Director and Chairman
 
   
   
   
*                                                                                    
October 31, 2014
James R. Sopha, Chief Operating Officer
 
and Director
 
   
   
   
*                                                                                    
October 31, 2014
P. Chad Myers, Executive Vice President,
Chief Financial Officer and Director
 
   
   
   
*                                                                                    
October 31, 2014
Michael A. Costello, Senior Vice President,
 
Treasurer and Controller
 


   
   
   
*                                                                                    
October 31, 2014
Leandra R. Knes, Director
 
   
   
   
*                                                                                    
October 31, 2014
Thomas P. Hyatte, Senior Vice President,
Chief Risk Officer and 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, 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, 333-178774, 333-183048, 333-183049, 333-183050, and 333-192971), 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 28th day of October, 2014.

/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/  P. CHAD MYERS
_____________________________________________
P. Chad Myers, Executive Vice President, Chief Financial
Officer and Director

/s/  THOMAS P. HYATTE
_____________________________________________
Thomas P. Hyatte, Senior Vice President, Chief Risk
Officer and Director

/s/  MICHAEL A. COSTELLO
_____________________________________________
Michael A. Costello, Senior Vice President, Treasurer
and Controller

/s/  LEANDRA R. KNES
_____________________________________________
Leandra R. Knes, Director







EXHIBIT LIST

Exhibit No.                          Description


9. Opinion and Consent of Counsel.