M&A - JNL SERIES TRUST

Form Type: 497

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000093369125000018

Filing Summary: A Special Meeting of Shareholders for the JNL/Baillie Gifford International Growth Fund (the 'Baillie Gifford Fund' or 'Acquired Fund'), part of the JNL Series Trust, is scheduled for March 25, 2025. The meeting aims to seek shareholder approval for a proposed reorganization that would merge the Baillie Gifford Fund into the JNL/Mellon International Index Fund (the 'Mellon Fund' or 'Acquiring Fund'). The Trust's Board of Trustees has recommended this merger, stating that the Acquired Fund has experienced volatility and underperformance since its conversion to a sub-advised structure in April 2021. The Board concluded that the merger would be beneficial to shareholders by facilitating lower fees and potentially more consistent performance through the Acquiring Fund. If shareholders approve the merger, it will become effective by the close of business on April 25, 2025, with no imposition of sales charges or redemption fees. Shareholders of the Acquired Fund will receive shares of the Acquiring Fund equal to their investment value in the Baillie Gifford Fund at the time of the merger. No tax implications are expected for contract owners as a result of this reorganization.

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Form Type: 497

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000093369125000020

Filing Summary: A Special Meeting of Shareholders of the JNL/Harris Oakmark Global Equity Fund (the 'Harris Fund' or 'Acquired Fund') is scheduled for March 25, 2025, to approve the reorganization of the Harris Fund into the JNL/Mellon World Index Fund (the 'Mellon Fund' or 'Acquiring Fund'). The reorganization was recommended by the Trust’s Board of Trustees and aims to address the Harris Fund's underperformance and volatility. It is expected to provide shareholders with lower fees and more consistent performance. Upon approval, shareholders will automatically transition to the Acquiring Fund on April 25, 2025. The reorganization will not result in any tax implications for contract owners and no transaction fees will be incurred. The plan has been deemed in the best interest of shareholders with no adverse considerations identified by the Board. All voting instructions must be finalized by the record date of January 31, 2025, and shareholders are urged to participate in the voting process.

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Form Type: 497

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000093369125000022

Filing Summary: The document announces a proposed reorganization involving the JNL/Western Asset Global Multi-Sector Bond Fund (the 'Acquired Fund') into the JNL/Neuberger Berman Strategic Income Fund (the 'Acquiring Fund'). A Special Meeting of Shareholders is scheduled for March 25, 2025, to obtain approval for this reorganization. The Trust's Board of Trustees has recommended the merger due to increased organizational and legal risks associated with the Acquired Fund's sub-adviser, Western Asset Management Company, in light of recent investigations into its Co-Chief Investment Officer. The merger aims to provide shareholders with reduced risks and potentially improved financial outcomes through lower expenses and better performance metrics. If approved, the reorganization will be effective upon the close of business on April 25, 2025, or a later date as determined by the Board. Shareholders will not incur any additional transaction fees as a result of the merger, and there will be no tax impact due to portfolio repositioning. Additionally, voting instructions and proxy materials are being distributed to Contract Owners who invested in the Acquired Fund.

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Form Type: CORRESP

Filing Date: 2024-08-08

Corporate Action: Merger

Type: Update

Accession Number: 000093369124000363

Filing Summary: This correspondence addresses the SEC staff's comments regarding the initial registration statement filed on Form N-14 for the funds of the JNL Series Trust, delineating the proposed merger of the JNL/Baillie Gifford U.S. Equity Growth Fund into the JNL Multi-Manager U.S. Select Equity Fund. The memorandum details various comments received from the SEC, responses provided by the Registrant, and conforms necessary regulatory requirements. Key considerations include the Board's strategies if the merger is not approved, updates to the capitalization table, and adjustments to disclosures in the registration statement to reflect current data. The Funds are poised to liquidate approximately 67% of the Acquired Fund's holdings prior to the merger, while 33% will be processed at the time of the merger, all while ensuring that transaction costs are accounted for. Amendments have been made to ensure compliance with SEC regulations, including improved prominence of referenced appendices and revisions to outdated language. No capital gain distributions are expected as a result of the repositioning involved in the merger.

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Form Type: CORRESP

Filing Date: 2024-08-08

Corporate Action: Merger

Type: Update

Accession Number: 000093369124000365

Filing Summary: On August 8, 2024, JNL Series Trust responded to comments from the SEC regarding its initial registration statement filed on Form N-14 for a proposed Reorganization involving the JNL/Baillie Gifford U.S. Equity Growth Fund and the JNL Multi-Manager U.S. Select Equity Fund. The document discusses the need to address stale financial statements, updates to capitalization tables, and their disclosure of estimated Reorganization costs. JNAM (the adviser) confirmed that transaction expenses, estimated at $12,810, will be borne by the Acquired Fund and not by shareholders. The Reorganization entails the acquisition of all assets and liabilities of the Baillie Gifford Fund by the Multi-Manager Fund, with approximately 67% of the Acquired Fund's holdings set to be liquidated in advance of the Reorganization. The memorandum outlines the Registrant's intentions to fully respond to the Commission Staff's comments and provides updates on expected capitalization and repositioning of the target fund's investment portfolio. It reflects the Registrant's careful attention to ensure compliance with SEC regulations and guidance in the restructuring process.

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Form Type: N-14

Filing Date: 2024-07-11

Corporate Action: Merger

Type: New

Accession Number: 000093369124000335

Filing Summary: On July 11, 2024, JNL Series Trust filed a Form N-14 Registration Statement to propose the reorganization of the JNL/Baillie Gifford U.S. Equity Growth Fund (the Acquired Fund) into the JNL Multi-Manager U.S. Select Equity Fund (the Acquiring Fund). The reorganization is scheduled for shareholder approval at a special meeting on September 18, 2024. The Acquired Fund has not achieved significant sales since its launch in April 2021, prompting the Board of Trustees to consider this proposal to provide potential benefits such as improved risk-adjusted performance and greater manager diversification for shareholders. If approved, Acquired Fund shareholders will automatically shift their investments to the Acquiring Fund without incurring sales charges or transaction fees. The reorganization is intended to be completed on October 18, 2024, and it is noted that the Acquired Fund will terminate after the transfer of its assets to the Acquiring Fund. Contract owners are invited to vote on the proposal to ensure their interests are represented, and detailed instructions for voting are provided.

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