As filed with the Securities and Exchange Commission on April 25, 2019.
   
1933 Act Registration No. 333-68105
1940 Act Registration No. 811-09121
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
   
Pre-Effective Amendment No. [  ]
[   ]
   
Post-Effective Amendment No. 56
[X]
and/or
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
   
Amendment No. 58
[X]
 
JNL VARIABLE FUND LLC
(Exact Name of Registrant as Specified in Charter)
 
225 West Wacker Drive, Suite 1200, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, including Area Code: (312) 338-5801
 
225 West Wacker Drive, Chicago, Illinois 60606
(Mailing Address)
   
with a copy to:
   
 
Susan S. Rhee, Esq.
 
Ropes & Gray LLP
 
JNL Variable Fund LLC
 
32nd Floor
 
Vice President, Chief Legal Officer & Secretary
 
191 North Wacker Drive
 
1 Corporate Way
 
Chicago, Illinois  60606
 
Lansing, Michigan 48951
 
Attn:  Paulita A. Pike, Esq.
 
(Name and Address of Agent for Service)
 
 
It is proposed that this filing will become effective (check appropriate box)
 
[   ]
immediately upon filing pursuant to paragraph (b)
   
[X]
on April 29, 2019 pursuant to paragraph (b)
   
[  ]
60 days after filing pursuant to paragraph (a)(1)
   
[  ]
on _______________ pursuant to paragraph (a)(1)
   
[  ]
75 days after filing pursuant to paragraph (a)(2)
   
[  ]
on (date) pursuant to paragraph (a)(2) of Rule 485
   
[  ]
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
   
 
Part C.
Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C of this Amendment to the Registration Statement.
 




 

PROSPECTUS

 

Class A Shares

Class I Shares

April 29, 2019

 

JNL ® VARIABLE FUND LLC

Business Address: 1 Corporate Way • Lansing, Michigan 48951

Mailing Address: 225 W. Wacker Drive • Chicago, Illinois 60606

 

This Prospectus provides you with the basic information you should know before investing in the JNL Variable Fund LLC (“JNL Variable Fund” or the “Company”). JNL Variable Fund offers interests in separate funds (collectively, “Funds”), which are comprised of two groups for U.S. federal income tax purposes – Partnership Funds and Regulated Investment Company Funds.

 

The interests of JNL Variable Fund are sold to life insurance company separate accounts to fund the benefits of variable insurance contracts and to regulated investment companies. JNL Variable Fund currently offers interests in the following separate Funds, each with its own investment objective.

 

Partnership Funds  
JNL/Mellon Dow SM Index Fund (formerly, JNL/Mellon Capital Dow SM Index Fund ) 1 Class A and Class I
JNL/Mellon Nasdaq ® 100 Index Fund (formerly, JNL/Mellon Capital Nasdaq ® 100 Index Fund) 1 Class A and Class I
JNL/Mellon Consumer Discretionary Sector Fund (formerly, JNL/Mellon Capital Consumer Discretionary Sector Fund) 1 Class A and Class I
JNL/Mellon Energy Sector Fund (formerly, JNL/Mellon Capital Energy Sector Fund) 1 Class A and Class I
JNL/Mellon Financial Sector Fund (formerly, JNL/Mellon Capital Financial Sector Fund) 1 Class A and Class I
JNL/Mellon Healthcare Sector Fund (formerly, JNL/Mellon Capital Healthcare Sector Fund) 1 Class A and Class I
JNL/Mellon Information Technology Sector Fund (formerly, JNL/Mellon Capital Information Technology Sector Fund) 1 Class A and Class I
JNL/Mellon Communication Services Sector Fund (formerly, JNL/Mellon Capital Telecommunications Sector Fund) 1 Class A and Class I
   
Regulated Investment Company Fund  
JNL/Mellon MSCI World Index Fund (formerly, JNL/Mellon Capital MSCI World Index Fund ) 1 Class A and Class I
JNL/Mellon Capital S&P ® SMid 60 Fund 2 Class A and Class I
JNL/Mellon Capital JNL 5 Fund 2 Class A and Class I

 

1 The above Fund name changes are effective June 24, 2019. Until June 24, 2019, each Fund’s name will be the “formerly” name.

2 Effective June 24, 2019, the Fund will merge into a fund of the JNL Series Trust. Please refer to that fund’s prospectus for additional information.

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from Jackson. Instead, the reports will be made available on Jackson’s website (www.jackson.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from Jackson electronically by doing one of the following:

 


Mailing in the postage-paid card on the cover of this report;


Calling 1-866-349-4564; or


Signing up on www.jackson.com

 

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. You can inform Jackson that you wish to continue receiving paper copies of your shareholder reports by contacting the appropriate Jackson Service Center. Your election to receive reports in paper will apply to all Funds held in each variable contract you purchased from Jackson.


The JNL/Mellon Consumer Discretionary Sector Fund, the JNL/Mellon Energy Sector Fund, the JNL/Mellon Financial Sector Fund, the JNL/Mellon Healthcare Sector Fund, the JNL/Mellon Information Technology Sector Fund, and JNL/Mellon Communication Services Sector Fund are also referred to in this Prospectus collectively as the “JNL/ Mellon Sector Funds.”

 

For a description of certain differences between the Partnership Funds and the Regulated Investment Company Fund , refer to the section entitled “Tax Status.”

 

Each Fund offers two classes of shares, Class A and Class I. Class A and I shares are described in this Prospectus.

 

For more detailed information about JNL Variable Fund and the Funds, see JNL Variable Fund’s Statement of Additional Information (“SAI”) dated April 29, 2019 , which is incorporated by reference into (which means it legally is a part of) this Prospectus.

 

The Securities and Exchange Commission and the Commodity Futures Trading Commission (“CFTC”) have not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

“JNL ® ,” “Jackson National ® ,” “Jackson National Life ® ,” “Jackson SM ,” and “Jackson NY SM ” are trademarks or service marks of Jackson National Life Insurance Company.

 





TABLE OF CONTENTS

 

Summary Overview of Each Fund 1
   
Investment Objective, Expenses, Portfolio Turnover, Principal Investment Strategies, Principal Risks of Investing in the Fund, Performance, Portfolio Management, Purchase and Redemption of Fund Shares, Tax Information, and Payments to Broker-Dealers and Financial Intermediaries  
   
JNL/Mellon Dow SM Index Fund 1
JNL/Mellon MSCI World Index Fund 6
JNL/Mellon Nasdaq ® 100 Index Fund 12
JNL/Mellon Capital S&P ® SMid 60 Fund 17
JNL/Mellon Capital JNL 5 Fund 22
JNL/Mellon Consumer Discretionary Sector Fund 27
JNL/Mellon Energy Sector Fund 32
JNL/Mellon Financial Sector Fund 37
JNL/Mellon Healthcare Sector Fund 42
JNL/Mellon Information Technology Sector Fund 47
JNL/Mellon Communication Services Sector Fund 52
   
Additional Information About the Funds 57
   
Investment Objectives, Principal Investment Strategies, Principal Risks of Investing in the Fund, Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund 57
   
JNL/Mellon Dow SM Index Fund 57
JNL/Mellon MSCI World Index Fund 59
JNL/Mellon Nasdaq ® 100 Index Fund 61
JNL/Mellon Capital S&P ® SMid 60 Fund 63
JNL/Mellon Capital JNL 5 Fund 66
JNL/Mellon Consumer Discretionary Sector Fund 70
JNL/Mellon Energy Sector Fund 72
JNL/Mellon Financial Sector Fund 74
JNL/Mellon Healthcare Sector Fund 76
JNL/Mellon Information Technology Sector Fund 78
JNL/Mellon Communication Services Sector Fund 80
   
More About the Funds 82
   
Glossary of Risks 87
   
Management of the JNL Variable Fund 96
   
Investment Adviser, Management Fee, Investment Sub-Adviser, Portfolio Managers; Administrator, Distributor, Classes of Shares, Rule 12b-1 Plan, Investment in Fund Shares, Market Timing Policy, Disclosure of Portfolio Securities, Redemption of Fund Shares, and Tax Status 96
   
Financial Highlights 104
   
Appendix A A-1
   
Appendix B B-1

Summary Prospectus – April 29, 2019

 

JNL/Mellon Dow SM Index Fund

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Dow SM Index Fund .)

Class A

Class I

 

Investment Objective. The investment objective of the Fund is total return through a combination of capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0. 18 %
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0. 18 %
Total Annual Fund Operating Expenses 0.66%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0. 18 %
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0. 18 %
Total Annual Fund Operating Expenses 0.36%
Less Waiver/ Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/ Reimbursement 0.31%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class.  The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Dow SM Index Fund Class A
1 year 3 years 5 years 10 years
$67 $211 $368 $822
1

JNL/Mellon Dow SM Index Fund Class I
1 year 3 years 5 years 10 years
$32 $111 $197 $451

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/ 2018 - 12/31/ 2018 6 %

 

Principal Investment Strategies. The Fund seeks to achieve its objective by investing at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the thirty securities which comprise the Dow Jones Industrial Average (“DJIA”), with the weight of each security in the Fund substantially corresponding to the weight of such security in the DJIA. The thirty securities are adjusted from time to time to conform to periodic changes to the identity and/or relative weightings in the DJIA.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act ”) may limit the ability of the Fund to invest in certain securities beyond certain percentage limitations.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund may invest in securities issued by companies in the financial services sector.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


License termination risk The Fund may rely on licenses from a third party (licensor) that permit the Fund to use that party’s intellectual property in connection with the Fund’s name and/or investment strategies. The license may be terminated by the licensor, and as a result the Fund may lose its ability to use the licensed name or strategy, or receive important data from the licensor. Accordingly, a license may have a significant effect on the future operation of the Fund, including the need to change the investment strategy.

 


Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


Financial services risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii)
2

exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 


Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


Limited management, trading cost and rebalance risk Investing primarily according to specific, mechanical criteria applied on a specific date each year may prevent a Fund from responding to market fluctuations or changes in the financial condition or business prospects of the selected companies during the year.

 


Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

3

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 9/30/2009): 19.61%; Worst Quarter (ended 3/31/2009): -20.35%

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 9/30/2018): 9.54%; Worst Quarter (ended 12/31/ 2018): -11.37 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Dow SM Index Fund (Class A) -4.01 % 9.13 % 14.38 %
Dow Jones Industrial Average (reflects no deduction for fees, expenses, or taxes) -3.48 % 9.70 % 13.16 %

 

Average Annual Total Returns as of 12/31/2018      
  1 year   Life of Class (September 25, 2017)
JNL/Mellon Dow SM Index Fund (Class I) -3.68 % 5.53 %
Dow Jones Industrial Average (reflects no deduction for fees, expenses, or taxes) -3.48 % 5.76 %

 

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“Mellon”)

4

Portfolio Managers:

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders, which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy, or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

5

Summary Prospectus – April 29, 2019

 

JNL/Mellon MSCI World Index Fund

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital MSCI World Index Fund .)

Class A

Class I

 

Investment Objective. The investment objective of the Fund is to match the performance of the MSCI World Index. The Fund is constructed to mirror the index to provide long-term capital growth by investing in international equity securities attempting to match the characteristics of each country within the index.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses                           
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.19%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0. 18 %
Total Annual Fund Operating Expenses 0. 67 %

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.19%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0. 18 %
Total Annual Fund Operating Expenses 0. 37 %
Less Waiver/ Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/ Reimbursement 0. 32 %

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class.  The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period ; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon MSCI World Index Fund Class A
1 year 3 years 5 years 10 years
$68 $214 $373 $835
6

JNL/Mellon MSCI World Index Fund Class I
1 year 3 years 5 years 10 years
$33 $114 $203 $463

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/ 2018 - 12/31/ 2018 2 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks included in the MSCI World Index or derivative securities economically related to the MSCI World Index. The Fund seeks to match the performance and characteristics of the MSCI World Index .

 

To implement this strategy, the Fund may invest up to 50% of its net asset value in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index. In addition, the Fund may use foreign currency forward contracts, a type of derivative, to maintain the approximate currency exposure of the MSCI World Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective approach to gaining diversified market exposure over the long term. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the MSCI World Index.

 

The Fund may obtain exposure to non-U.S. companies through investment in depositary receipts such as American, Global, and European Depositary Receipts (ADRs, GDRs, and EDRs).

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), and the Internal Revenue Code of 1986, as amended, may limit the ability of the Fund to invest in certain securities beyond certain percentage limitations.

 

The Fund may invest in securities issued by companies in the financial services sector.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


Foreign securities risk – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign
7

withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position.

 


European investment risk – Investing in Europe involves many of the same risks as investing in foreign securities. In addition, since Europe includes both developed and emerging markets, investments by the Fund will be subject to the risks associated with investments in such markets. Performance is expected to be closely tied to social, political, and economic conditions within Europe and to be more volatile than the performance of more geographically diversified funds. Additionally, the United Kingdom’s intended withdrawal from the EU, commonly known as “Brexit,” may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the United Kingdom and the EU. It remains unclear whether a negotiated withdrawal agreement can be reached. Brexit has already resulted in significant volatility in European and global financial markets and uncertainty about the integrity and functioning of the EU, both of which may persist for an extended period of time.

 


Depositary receipts risk – Depositary receipts, such as American depositary receipts (“ADRs”), global depositary receipts (“GDRs”), and European depositary receipts (“EDRs”), may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depositary receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Depositary receipts involve many of the same risks as direct investments in foreign securities. These risks include: fluctuations in currency exchange rates, which are affected by international balances of payments and other economic and financial conditions; government intervention; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depositary receipts that are traded over the counter may also subject a Fund to liquidity risk.

 


Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


Forward and futures contract risk – The successful use of forward and futures contracts draws upon the Sub-Adviser’s skill and experience with respect to such instruments and are subject to special risks including, but not limited to: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; (b) possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Sub-Adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that the counterparty, clearing member or clearinghouse will default in the performance of its obligations; and (f) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.

 


Financial services risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 


Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


License termination risk The Fund may rely on licenses from a third party (licensor) that permit the Fund to use that party’s intellectual property in connection with the Fund’s name and/or investment strategies. The license may be terminated by the licensor, and as a result the Fund may lose its ability to use the licensed name or strategy, or receive important data from the licensor. Accordingly, a license may have a significant effect on the future operation of the Fund, including the need to change the investment strategy.
8


Passive investment risk – The Fund is not actively managed . Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. Performance information prior to September 25, 2017 shown reflects the Fund’s results when managed by the sub-adviser utilizing a different investment strategy. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 29.32 %; Worst Quarter (ended 9/30/2011): -18.49 %

9

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 9/30/2018): 4.98 %; Worst Quarter (ended 12/31/ 2018): -13.29 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon MSCI World Index Fund (Class A) -8.84 % 3.75 % 8.73 %
MSCI World Index ( Net ) ( reflects no deduction for fees, expenses, or taxes) -8.71 % 4.56 % 9.67 %

 

Average Annual Total Returns as of 12/31/ 2018      
  1 year   Life of Class (September 25, 2017)
JNL/Mellon MSCI World Index Fund (Class I) -8.52 % -2.45 %
MSCI World Index ( Net) ( reflects no deduction for fees, expenses, or taxes) -8.71 % -2.63 %

 

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“ Mellon ”)

 

Portfolio Managers:

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund’s shareholders are separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. Accordingly, the Fund’s dividends and other distributions generally are not taxable to you, the contract owner or

10

plan participant, but no further discussion is included about the U.S. federal income tax consequences to you. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

11

Summary Prospectus – April 29, 2019

 

JNL/Mellon Nasdaq ® 100 Index Fund

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Nasdaq ® 100 Index Fund.)

Class A

Class I

 

Investment Objective. The investment objective of the Fund is total return .

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses                           
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0. 17 %
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0. 20 %
Total Annual Fund Operating Expenses 0. 67 %

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses                     
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0. 17 %
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0. 20 %
Total Annual Fund Operating Expenses 0. 37 %
Less Waiver/ Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/ Reimbursement 0. 32 %

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class.  The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period ; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Nasdaq ® 100 Index Fund Class A
1 year 3 years 5 years 10 years
$68 $214 $373 $835
12

JNL/Mellon Nasdaq ® 100 Index Fund Class I
1 year 3 years 5 years 10 years
$33 $114 $203 $463

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/ 2018 - 12/31/ 2018 7 %

 

Principal Investment Strategies. The Fund seeks to achieve its objective by investing in the securities which comprise the NASDAQ 100 Index ® (“Index”). The Fund seeks to invest under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the Index in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. The Fund attempts to replicate the Index by investing all or substantially all of its assets in the securities that make up the Index. The Index includes 100 of the largest non-financial domestic and international companies listed on the Nasdaq Stock Market. The Index reflects companies across high-growth industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in the securities of non-U.S. issuers.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


Large-capitalization investing risk – Large-capitalization stocks as a group could fall out of favor with the market, which may cause the Fund to underperform funds that focus on other types of stocks.

 


Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset,
13

interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.



Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


Foreign securities risk – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position.

 


Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.

 
Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The performance information shown prior to April 25, 2016 reflects the Fund’s results when utilizing a different investment strategy. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

14

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 3/31/2012): 16.02%; Worst Quarter (ended 12/31/2018): -16.91%

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 3/31/2012): 16.05%; Worst Quarter (ended 12/31/2018): -16.78%

 

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Nasdaq ® 100 Index Fund (Class A) -0.64 % 11.22 % 16.50 %
Nasdaq 100 Index (reflects no deduction for fees, expenses, or taxes) 0.04 % 13.34 % 19.29 %

 

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Nasdaq ® 100 Index Fund (Class I) -0.27 % 11.50 % 16.76 %
Nasdaq 100 Index (reflects no deduction for fees, expenses, or taxes) 0.04 % 13.34 % 19.29 %

 

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“Mellon”)

15

Portfolio Managers:

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders, which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy, or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

16

Summary Prospectus – April 29, 2019

 

JNL/Mellon Cap ital S&P ® SMid 60 Fund 

(Effective June 24, 2019, the Fund will be merged into the JNL/RAFI ® Fundamental U.S. Small Cap Fund, a series of JNL Series Trust.)

Class A

Class I

 

Investment Objective. The investment objective of the Fund is to provide capital appreciation.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses                           
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.19%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.17%
Total Annual Fund Operating Expenses 0.66%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses                     
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.19%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.17%
Total Annual Fund Operating Expenses 0.36%
Less Waiver/Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/Reimbursement 0.31%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class.  The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Capital S&P ® SMid 60 Fund Class A
1 year 3 years 5 years 10 years
$67 $211 $368 $822
17

JNL/Mellon Capital S&P ® SMid 60 Fund Class I
1 year 3 years 5 years 10 years
$32 $111 $197 $451

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/2018 - 12/31/2018 90 %

 

Principal Investment Strategies. The Fund seeks to achieve its objective by identifying small and mid-capitalization companies with improving fundamental performance and sentiment. Mellon Investments Corporation (“ Mellon ”) (“Sub-Adviser”) attempts to select small and mid-capitalization companies that are likely to be in an earlier stage of their economic life cycle than mature large-capitalization companies.

 

The Fund invests in 30 of the securities that comprise the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) and 30 of the securities that comprise the Standard & Poor’s SmallCap 600 Index (“S&P SmallCap 600”) (each an “Index”, collectively the “Indexes”). The 60 securities are selected on each Security Selection Date. The Security Selection Date will be on or about January 1 of each year. The Sub-Adviser selects the 60 securities according to a screening process that considers average daily dollar trading volume, price to book ratio, 3-month price appreciation, and ratio of cash flow per share to stock price. The Sub-Adviser will choose only one share class of a security to be represented in the Fund if the security selection model selects multiple shares classes of the same security. The 30 securities selected from the S&P MidCap 400 are given twice the weight of the 30 securities selected from the S&P SmallCap 600.

 

The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs in the Fund and for dividend reinvestment. The Sub-Adviser may also trade for mergers or acquisitions if the original stock is not the surviving company.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may invest in securities issued by companies in the financial services sector.

 

The Fund may invest in the securities of non-U.S. issuers.

 

The Fund may lend its securities to increase its income.

 

The Fund may invest in a combination of exchange-traded funds (“ETFs”) to assist with fund re-balances and to meet redemption or purchase requests.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect
18

a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


Financial services risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 


Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


Foreign securities risk – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position.

 


Limited management, trading cost and rebalance risk Investing primarily according to specific, mechanical criteria applied on a specific date each year may prevent a Fund from responding to market fluctuations or changes in the financial condition or business prospects of the selected companies during the year.

 


Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


Securities lending risk – Securities lending involves the risk of loss or delays in recovery of the loaned securities or loss of rights in the collateral if the borrower fails to return the security loaned or becomes insolvent.

 


Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.
19


Portfolio turnover risk Frequent changes in the securities held by a Fund, including investments made on a shorter-term basis or in derivative instruments or in instruments with a maturity of one year or less at the time of acquisition, may increase transaction costs, which may reduce performance.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of broad-based securities market indices which have investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 43.87%; Worst Quarter (ended 9/30/2011): -26.40%

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 43.91%; Worst Quarter (ended 9/30/2011): -26.28%

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Capital S&P ® SMid 60 Fund (Class A) -22.96 % -0.10 % 10.82 %
S&P MidCap 400 Index (reflects no deduction for fees, expenses, or taxes) -11.08 % 6.03 % 13.68 %
S&P SmallCap 600 Index (reflects no deduction for fees, expenses, or taxes) -8.48 % 6.34 % 13.61 %
20

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Capital S&P ® SMid 60 Fund (Class I) -22.73 % 0.14 % 11.03 %
S&P MidCap 400 Index (reflects no deduction for fees, expenses, or taxes) -11.08 % 6.03 % 13.68 %
S&P SmallCap 600 Index (reflects no deduction for fees, expenses, or taxes) -8.48 % 6.34 % 13.61 %

 

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“ Mellon ”)

 

Portfolio Managers:

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund’s shareholders are separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. Accordingly, the Fund’s dividends and other distributions generally are not taxable to you, the contract owner or plan participant, but no further discussion is included about the U.S. federal income tax consequences to you. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

21

Summary Prospectus – April 29, 2019

 

JNL/Mellon Cap ital JNL 5 Fund

(Effective June 24, 2019, the Fund will be merged into the JNL/RAFI ® Multi-Factor U.S. Equity Fund, a series of JNL Series Trust.)

Class A

Class I

 

Investment Objective. The investment objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses                           
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.17%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.63%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses                     
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.17%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.33%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Capital JNL 5 Fund Class A
1 year 3 years 5 years 10 years
$64 $202 $351 $786

 

JNL/Mellon Capital JNL 5 Fund Class I
1 year 3 years 5 years 10 years
$34 $106 $185 $418

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

22

Period  
1/1/ 2018 - 12/31/ 2018 60 %

 

Principal Investment Strategies. The Fund seeks to achieve its objective by investing in the securities that are identified by a model based on 5 different specialized strategies:

 

 
20% in the Dow SM 10 Strategy, a dividend yielding strategy;
 
20% in the S&P ® 10 Strategy, a blended valuation-momentum strategy;
 
20% in the Global 15 Strategy, a dividend yielding strategy;
 
20% in the 25 Strategy, a dividend yielding strategy; and
 
20% in the Select Small-Cap Strategy, a small capitalization strategy.

 

Each of these strategies above is the same as the principal investment strategy of the similarly named strategy described in the statutory prospectus. The Dow SM 10 Strategy invests in the ten securities included in the Dow Jones Industrial Average which have the highest indicated annual dividend yields. The S&P ® 10 Strategy invests in the ten securities selected from a pre-screened subset of the securities listed in the S&P 500 ® Index. The Global 15 Strategy invests in the securities of certain dividend-paying companies which are components of the Dow Jones Industrial Average, the Financial Times Ordinary Index and the Hang Seng Index. The 25 Strategy invests in the securities of 25 dividend-paying companies selected from a subset of the securities listed on the New York Stock Exchange. The Select Small-Cap Strategy invests in a portfolio of securities of 100 small capitalization companies selected from a pre-screened subset of the securities listed on the New York Stock Exchange or The Nasdaq Stock Market. Mellon Investments Corporation (“Sub-Adviser”) will choose only one share class of a security to be represented in each of the 5 listed strategies of the Fund if the specific stock selection model selects multiple shares classes of the same security.

 

The securities for each strategy are selected only once annually on each Security Selection Date. The Security Selection Date will be on or about January 1 of each year.

 

The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs, and for dividend reinvestment. The Sub-Adviser may also trade for mergers if the original security is not from the surviving company.

 

The Fund may invest in a combination of exchange-traded funds (“ETFs”) to assist with fund re-balances and to meet redemption or purchase requests.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. In addition, the Fund may use foreign currency forward contracts, a type of derivative, to maintain appropriate currency exposures.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its
23

investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


Financial services risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 


Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


Foreign securities risk – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position.

 


Forward and futures contract risk – The successful use of forward and futures contracts draws upon the Sub-Adviser’s skill and experience with respect to such instruments and are subject to special risks including, but not limited to: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; (b) possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Sub-Adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that the counterparty, clearing member or clearinghouse will default in the performance of its obligations; and (f) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.

 


Limited management, trading cost and rebalance risk Investing primarily according to specific, mechanical criteria applied on a specific date each year may prevent a Fund from responding to market fluctuations or changes in the financial condition or business prospects of the selected companies during the year.

 


Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


Portfolio turnover risk Frequent changes in the securities held by a Fund , including investments made on a shorter-term basis or in derivative instruments or in instruments with a maturity of one year or less at the time of acquisition, may increase transaction costs, which may reduce performance.

 


Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing

24

changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Effective April 24, 2017, the Fund was combined with JNL/Mellon Capital S&P ® 24 Fund (“ Acquired Fund ”) with the Fund as the surviving Fund. The performance shown is the Fund’s historic performance and does not reflect the performance of the Acquired Fund.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 20.27%; Worst Quarter (ended 9/30/2011): -17.62 %

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 20.61%; Worst Quarter (ended 9/30/2011): -17.56 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Capital JNL 5 Fund (Class A) -9.73 % 5.04 % 10.92 %
S&P 500 Index (reflects no deduction for fees, expenses, or taxes) -4.38 % 8.49 % 13.12 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Capital JNL 5 Fund (Class I) -9.46 % 5.27 % 11.17 %
S&P 500 Index (reflects no deduction for fees, expenses, or taxes) -4.38 % 8.49 % 13.12 %
25

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“ Mellon ”)

 

Portfolio Managers: 

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund’s shareholders are separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. Accordingly, the Fund’s dividends and other distributions generally are not taxable to you, the contract owner or plan participant, but no further discussion is included about the U.S. federal income tax consequences to you. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

26

Summary Prospectus – April 29, 2019

 

JNL/Mellon Consumer Discretionary Sector Fund  

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Consumer
Discretionary Sector Fund.)

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.18%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.64%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.18%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.34%
Less Waiver/ Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/ Reimbursement 0.29%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period ; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Consumer Discretionary Sector Fund Class A
1 year 3 years 5 years 10 years
$ 65 $ 205 $ 357 $ 798
27

JNL/Mellon Consumer Discretionary Sector Fund Class I
1 year 3 years 5 years 10 years
$ 30 $ 104 $ 186 $ 426

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/ 2018 - 12/31/ 2018 36 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its (net assets plus the amount of any borrowings made for investment purposes) assets in the stocks in the MSCI USA IMI Consumer Discretionary Index (“Index”) in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 93.20 million to $ 622.69 billion.

 

The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances, and to meet redemption or purchase requests. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


· Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


· Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the investment manager’s choice of securities within such sector.

 

· Non-diversification risk – The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the
28

 

   market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


· Concentration risk The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in the area of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 


· Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


· Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


· Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


· Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


· Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


· Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


· Passive investment risk – The Fund is not actively managed . Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


· Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

 

· Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or
29

  as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 9/30/2009): 17.87 %; Worst Quarter (ended 12/31/ 2018): -15.52 %

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 9/30/2009): 17.89 %; Worst Quarter (ended 12/31/ 2018): -15.42 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Consumer Discretionary Sector Fund (Class A) -1 .22 % 8.48 % 16.38 %
MSCI USA IMI Consumer Discretionary Index (Gross) (reflects no deduction for fees, expenses, or taxes) -0.65 % 8.73 % 18.47 %

 

Average Annual Total Returns as of 12/31/ 2018          

   

  1 year   5 year   10 year  
JNL/Mellon Consumer Discretionary Sector Fund (Class I) -0 .91 % 8.73 % 16.63 %
MSCI USA IMI Consumer Discretionary Index (Gross) (reflects no deduction for fees, expenses, or taxes) -0.65 % 8.73 % 18.47 %
30

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“ Mellon ”)

 

Portfolio Managers:

 

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders , which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy , or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

31

Summary Prospectus – April 29, 2019

 

JNL/Mellon Energy Sector Fund  

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital
Energy Sector Fund .)
 

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.18%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.64%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.18%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.34%
Less Waiver/ Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/ Reimbursement 0.29%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period ; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Energy Sector Fund Class A
1 year 3 years 5 years 10 years
$65 $205 $357 $798
32

JNL/Mellon Energy Sector Fund Class I
1 year 3 years 5 years 10 years
$30 $104 $186 $426

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/ 2018 - 12/31/ 2018 7 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the MSCI USA IMI Energy Index (“Index”) in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 57.15 million to $ 288.70 billion.

 

The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “ 1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


· Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


· Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the investment manager’s choice of securities within such sector.

 

· Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the
33

  market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


· Concentration risk The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in the area of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 


· Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


· Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


· Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


· Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


· Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


· Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


· Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


· Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

 

· Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or
34

  as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 12/31/2010): 20.87%; Worst Quarter (ended 12/31/2018): -26.15%

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 12/31/2010): 20.91%; Worst Quarter (ended 12/31/2018): -26.07%

 

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Energy Sector Fund (Class A) -20.40 % -7.54 % 2.69 %
MSCI USA IMI Energy Index (Gross) (reflects no deduction for fees, expenses, or taxes) -19.91 % -7.09 % 3.04 %

 

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Energy Sector Fund (Class I) -20.13 % -7.32 % 2.92 %
MSCI USA IMI Energy Index (Gross) (reflects no deduction for fees, expenses, or taxes) -19.91 % -7.09 % 3.04 %

 

35

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“Mellon”)

 

Portfolio Managers:

 

Name: Joined Fund Management
Team In:
Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders, which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy, or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

36

Summary Prospectus – April 29, 2019

 

JNL/Mellon Financial Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Financial
Sector Fund.)

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.18%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.64%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.18%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.34%
Less Waiver/Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/Reimbursement 0.29%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Financial Sector Fund Class A
1 year 3 years 5 years 10 years
$65 $205 $357 $798


37

 

JNL/Mellon Financial Sector Fund Class I
1 year 3 years 5 years 10 years
$30 $104 $186 $426

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/2018 - 12/31/2018 6 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the securities in the MSCI USA IMI Financials Index (“Index”) in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018, the market capitalization range of the Index was $92.32 million to $328.09 billion.

 

The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (“1940 Act”) and the Bank Holding Company Act of 1953, as amended, may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances, and to meet redemption or purchase requests. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


· Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 

· Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the investment manager’s choice of securities within such sector.

 

· Financial services risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii)
38

  exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 


· Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


· Concentration risk The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in the area of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 


· Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


· Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


· Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


· Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


· Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


· Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


· Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund , the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


· Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

 

· Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities
39

  and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 29.17 %; Worst Quarter (ended 3 /31/ 2009 ): -25. 55 %

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 6/30/2009): 29.24 %; Worst Quarter (ended 3 /31/ 2009 ): -25. 46 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Financial Sector Fund (Class A) -13.87 % 7.35 % 10. 89 %
MSCI USA IMI Financials Index (Gross) (reflects no deduction for fees, expenses, or taxes) -13.33 % 8.11 % 10 .86 %
40

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Financial Sector Fund (Class I) -13.57 % 7.61 % 11. 13 %
MSCI USA IMI Financials Index (Gross) (reflects no deduction for fees, expenses, or taxes) -13.33 % 8.11 % 10 .86 %

 

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“ Mellon ”)

 

Portfolio Managers:

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders , which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy , or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

41

 

Summary Prospectus – April 29, 2019

 

J NL/Mellon Healthcare Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital
Healthcare Sector Fund .)
 

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0. 17 %
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0. 63 %

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0. 17 %
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0. 33 %
Less Waiver/ Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/ Reimbursement 0. 28 %

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period ; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Healthcare Sector Fund Class A
1 year 3 years 5 years 10 years
$ 64 $ 202 $ 351 $ 786
42

JNL/Mellon Healthcare Sector Fund Class I
1 year 3 years 5 years 10 years
$ 29 $ 101 $ 180 $ 413

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/ 2018 - 12/31/ 2018 10 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the securities in the MSCI USA IMI Health Care Index (“Index”) in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 76.67 million to $ 346.21 billion.

 

The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act ”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 

· Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

  


· Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the investment manager’s choice of securities within such sector.

 

· Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the
43

  market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.  

 


· Concentration risk The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in the area of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 


· Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


· Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


· Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


· Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


· Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


· Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


· Passive investment risk – The Fund is not actively managed . Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


· Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

 

· Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or
44

as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.
 
Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.
 
The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.
 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 3/31/2013): 15.81%; Worst Quarter (ended 6/30/2010): -11.83%

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)

 

Best Quarter (ended 3/31/2013): 15.80%; Worst Quarter (ended 6/30/2010): -11.76%

 

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Healthcare Sector Fund (Class A) 4.95 % 10.55 % 14.41 %
MSCI USA IMI Health Care Index (Gross) (reflects no deduction for fees, expenses, or taxes) 5.63 % 11.15 % 15.29
%
 
Average Annual Total Returns as of 12/31/2018
           
  1 year   5 year   10 year  
JNL/Mellon Healthcare Sector Fund (Class I) 5.29 % 10.80 % 14.65 %
MSCI USA IMI Health Care Index (Gross) (reflects no deduction for fees, expenses, or taxes) 5.63 % 11.15 % 15.29 %
45

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“Mellon”)

 

Portfolio Managers:

Name: Joined Fund Management
Team In:
Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders, which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy, or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

46

 Summary Prospectus – April 29, 2019

 

J NL/Mellon Information Technology Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital
Information Technology Sector Fund.)

 Class A

 Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.17%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.17%
Total Annual Fund Operating Expenses 0.64%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).

 

Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.17%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.17%
Total Annual Fund Operating Expenses 0.34%
Less Waiver/Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/Reimbursement 0.29%

 

1 “Other Expenses” include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC (“JNAM” or “Adviser”).
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Information Technology Sector Fund Class A
1 year 3 years 5 years 10 years
$65 $205 $357 $798
47

JNL/Mellon Information Technology Sector Fund Class I
1 year 3 years 5 years 10 years
$30 $104 $186 $426

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/2018 - 12/31/2018 26 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the MSCI USA IMI Information Technology Index (“Index”) in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018, the market capitalization range of the Index was $61.17 million to $761.87 billion.

 

The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (“1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances, and to meet redemption or purchase requests. The Fund’s holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund’s investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund’s use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


· Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


· Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the investment manager’s choice of securities within such sector.

 

· Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the
48

  market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


· Concentration risk The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in the area of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 


· Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


· Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


· Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


· Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


· Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


· Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


· Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


· Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

 

· Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or
49

  as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

(BAR CHART)

 

Best Quarter (ended 3/31/2012): 21.91 %; Worst Quarter (ended 12 /31/ 2018): -17.91 %

 

Annual Total Returns as of December 31

 

Class I

 

(BAR CHART)  

 

Best Quarter (ended 3/31/2012): 22.11 %; Worst Quarter (ended 12 /31/ 2018): -17.82 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Information Technology Sector Fund (Class A) -0.76 % 14.06 % 17.36 %
MSCI USA IMI Information Technology Index (Gross) (reflects no deduction for fees, expenses, or taxes) -0.09 % 14.19 % 18.27 %

 

Average Annual Total Returns as of 12/31/ 2018            
  1 year   5 year   10 year  
JNL/Mellon Information Technology Sector Fund (Class I) -0.38 % 14.33 % 17.63 %
MSCI USA IMI Information Technology Index (Gross) (reflects no deduction for fees, expenses, or taxes) -0.09 % 14.19 % 18.27 %
50

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation (“ Mellon ”)

 

Portfolio Managers:

Name: Joined Fund Management
Team In:
Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders , which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy, or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

51

Summary Prospectus – April 29, 2019

 

JNL/Mellon Communication Services Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Telecommunications Sector Fund.)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

 

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

 

Annual Fund Operating Expenses                           
(Expenses that you pay each year as a percentage of the value of your investment)
  Class A
Management Fee 0.22%
Distribution and/or Service (12b-1) Fees 0.30%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.68%

 

1 "Other Expenses" include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC ("JNAM" or "Adviser").

 

Annual Fund Operating Expenses                     
(Expenses that you pay each year as a percentage of the value of your investment)
  Class I
Management Fee 0.22%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses 1 0.16%
Total Annual Fund Operating Expenses 0.38%
Less Waiver/Reimbursement 2 0.05%
Total Annual Fund Operating Expenses After Waiver/Reimbursement 0.33%

 

1 "Other Expenses" include an Administrative Fee of 0.15% which is payable to Jackson National Asset Management, LLC ("JNAM" or "Adviser").
2 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class.  The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. This example also assumes that the Class I administrative fee waiver is discontinued after one year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

JNL/Mellon Communication Services Sector Fund Class A
1 year 3 years 5 years 10 years
$69 $218 $379 $847

 

52

JNL/Mellon Communication Services Sector Fund Class I
1 year 3 years 5 years 10 years
$34 $117 $208 $476

 

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

 

Period  
1/1/2018 - 12/31/2018 110 %

 

Principal Investment Strategies. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the MSCI USA IMI Communication Services 25/50 Index (“Index”) in proportion to their market capitalization weighting in the Index.

 

The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018, the market capitalization range of the Index was $523.0 million to $295.14 billion.

 

The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances, and to meet redemption or purchase requests. The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may lend its securities to increase its income.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include:

 


Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 


Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the investment manager’s choice of securities within such sector.

 

53


Non-diversification risk The Fund is non-diversified, as defined by the 1940 Act, and as such may invest in the securities of a limited number of issuers and may invest a greater percentage of its assets in a particular issuer. Therefore, a decline in the market price of a particular security held by the Fund may affect the Fund’s performance more than if the Fund were a diversified investment company.

 


Concentration risk The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in the area of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 


Derivatives risk Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 


Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 


Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

 


Index investing risk – The Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Fund performance may not exactly correspond with the performance of the relevant index for a number of reasons, including, but not limited to: the timing of purchases and redemptions of the Fund’s shares, changes in the composition of the index, and the Fund’s expenses. Certain regulatory limitations, such as Fund diversification requirements, may limit the ability of a Fund to completely replicate an index.

 


Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 


Mid-capitalization investing risk The prices of securities of mid-capitalization companies may be more volatile than those of larger, more established companies.

 


Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

 


Small-capitalization investing risk Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

 


Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its 

 

54

investments from the securities and relative weightings of the Index to comply with the 1940 Act, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.

 


Portfolio turnover risk Frequent changes in the securities held by a Fund, including investments made on a shorter-term basis or in derivative instruments or in instruments with a maturity of one year or less at the time of acquisition, may increase transaction costs, which may reduce performance.


Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of a broad-based securities market index which has investment characteristics similar to those of the Fund. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

 

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

 

Annual Total Returns as of December 31

 

Class A

 

 

Best Quarter (ended 9/30/2010): 19.85%; Worst Quarter (ended 9/30/2011): -12.77%

 

Annual Total Returns as of December 31

 

Class I

 

 

Best Quarter (ended 9/30/2010): 20.38%; Worst Quarter (ended 9/30/2011): -12.50%

 

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Communication Services Sector Fund (Class A) -5.81 % 5.49 % 10.98 %
MSCI USA IMI Communication Services 25/50 Index (Gross) (reflects no deduction for fees, expenses, or taxes) -5.32 % 5.85 % 11.31 %
 
55

Average Annual Total Returns as of 12/31/2018            
  1 year   5 year   10 year  
JNL/Mellon Communication Services Sector Fund (Class I) -5.47 % 5.71 % 11.22 %
MSCI USA IMI Communication Services 25/50 Index (Gross) (reflects no deduction for fees, expenses, or taxes) -5.32 % 5.85 % 11.31 %

 

Portfolio Management.

 

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

 

Sub-Adviser:
Mellon Investments Corporation ("Mellon")

 

Portfolio Managers:

Name: Joined Fund Management Team In: Title:
Karen Q. Wong, CFA 2004 Managing Director, Mellon
Richard A. Brown, CFA 2004 Managing Director, Mellon
Thomas J. Durante, CFA 2010 Managing Director, Mellon

 

Purchase and Redemption of Fund Shares

 

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

 

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

 

Tax Information

 

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders, which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy , or plan.

 

Payments to Broker-Dealers and Financial Intermediaries

 

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

 

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Additional Information About Each Fund

 

JNL/Mellon Dow SM Index Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Dow SM Index Fund .)  

Class A 

Class I

 

Investment Objective. The investment objective of the Fund is total return through a combination of capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by investing at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the thirty securities which comprise the Dow Jones Industrial Average (“DJIA”), with the weight of each security in the Fund substantially corresponding to the weight of such security in the DJIA. The thirty securities are adjusted from time to time to conform to periodic changes to the identity and/or relative weightings in the DJIA.

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities beyond certain percentage limitations.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund may invest in securities issued by companies in the financial services sector.

 

The Fund is “non-diversified,” as defined in the 1940 Act, and may invest more of its assets in securities of fewer issuers than would a “diversified” mutual fund.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Non-diversification risk


License termination risk


Derivatives risk


Financial services risk


Foreign regulatory risk


Index investing risk


Limited management, trading cost and rebalance risk


Market risk


Passive investment risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

57

The performance of the Fund depends on the Sub-Adviser’s ability to effectively implement the investment strategies of this Fund and will also depend on the performance of the stocks selected that meet the stock selection criteria.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Concentration risk


Cybersecurity risk


Expense risk


Investment strategy risk


License termination risk


Liquidity risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

58

JNL/Mellon MSCI World Index Fund  

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital MSCI World Index Fund .) 

Class A 

Class I

 

Investment Objective. The investment objective of the Fund is to match the performance of the MSCI World Index. The Fund is constructed to mirror the index to provide long-term capital growth by investing in international equity securities attempting to match the characteristics of each country within the index.

 

Principal Investment Strategies. The Fund seeks to achieve this investment objective by utilizing a passive investment approach, called indexing, which attempts to track the investment performance of the MSCI World Index through statistical procedures. The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective approach to gaining diversified market exposure over the long term.

 

The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks included in the MSCI World Index or derivative securities economically related to the MSCI World Index. To the extent that the Fund seeks to replicate the MSCI World Index using sampling techniques, a close correlation between the Fund’s performance and the performance of the MSCI World Index may be anticipated in both rising and falling markets. The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the MSCI World Index.

 

To implement this strategy, the Fund may invest up to 50% of its net asset value in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index. The Fund may hold up to 25% of its value in baskets of local futures contracts (DAX, Cac 40, Euro Stoxx, Topix, FTSE, etc.) and/or MSCI World Index futures contracts. In addition, the Fund may use foreign currency forward contracts, a type of derivative, to maintain the approximate currency exposure of the MSCI World Index.

 

The Fund may obtain exposure to non-U.S. companies through investment in depositary receipts such as ADRs, GDRs, and EDRs.

 

Certain provisions of the 1940 Act and the Internal Revenue Code may limit the ability of the Fund to invest in certain securities beyond certain percentage limitations.

 

The Fund may invest in securities issued by companies in the financial services sector.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Foreign regulatory risk


Foreign securities risk


European investment risk


Depositary receipts risk


Derivatives risk


Forward and futures contract risk


Financial services risk


Index investing risk


License termination risk


Passive investment risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

59

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks) . There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Concentration risk


Currency risk


Cybersecurity risk


Expense risk


Investment strategy risk


Liquidity risk


Redemption risk


Regulatory investment limits risk


Securities lending risk


Portfolio turnover risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub- Adviser's abilities to effectively implement the investment strategies of the Fund .

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

60

JNL/Mellon Nasdaq ® 100 Index Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Nasdaq ® 100 Index Fund.)  

Class A 

Class I

 

Investment Objective. The investment objective of the Fund is total return.

 

Principal Investment Strategies . The Fund seeks to achieve its objective by investing in the 100 securities which comprise the NASDAQ-100 Index ® (“Index”). The Fund selects a portfolio of securities selected from securities included in the Index. The Fund seeks to invest under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the Index in proportion to their market capitalization weighting in the Index.

 

The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. The Fund employs a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through statistical procedures.

 

The Index includes 100 of the largest non-financial domestic and international securities listed on the Nasdaq Stock Market. The Index reflects companies across high-growth industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

 

The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

Certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations. For example, because exchange-traded funds ("ETFs") are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund may invest in the securities of non-U.S. issuers.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Large-capitalization investing risk


Non-diversification risk


Derivatives risk


Foreign regulatory risk


Foreign securities risk


Index investing risk


Market risk


Passive investment risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not

61

describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Concentration risk


Cybersecurity risk


Expense risk


Financial services risk


Investment strategy risk


Investment style risk


License termination risk


Limited management, trading cost and rebalance risk


Liquidity risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

62

 

JNL/Mellon Capital S&P ® SMid 60 Fund 

(Effective June 24, 2019, the Fund will be merged into the JNL/RAFI ® Fundamental U.S. Small Cap Fund, a series of JNL Series Trust.)  

Class A 

Class I

 

Investment Objective. The investment objective of the Fund is to provide capital appreciation.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by identifying small and mid-capitalization companies with improving fundamental performance and sentiment. The Sub-Adviser attempts to select small and mid-capitalization companies that are likely to be in an earlier stage of their economic life cycle than mature large-capitalization companies.

 

In addition, the ability to take advantage of share price discrepancies is likely to be greater with smaller stocks than with more widely followed large-capitalization stocks. The Fund invests in 30 of the securities that comprise the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) and 30 of the securities that comprise the Standard & Poor’s SmallCap 600 Index (“S&P SmallCap 600”) (each an “Index”, collectively the “Indexes”). The 60 securities are selected on each Security Selection Date. The Security Selection Date will be on or about January 1 st of each year. The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs in the Fund and for dividend reinvestment. The Sub-Adviser may also trade for mergers or acquisitions if the original security is not from the surviving company.

 

Securities which, as of the Security Selection Date, Standard & Poor’s has announced will be removed from the S&P MidCap 400 and the S&P SmallCap 600 will be removed from the universe of securities from which Fund securities are selected.

 

The 60 securities are chosen on each Security Selection Date as follows:

 


The Sub-Adviser begins with the securities that comprise the S&P MidCap 400 and the S&P SmallCap 600 as of the Security Selection Date;


Securities are ranked by average daily dollar trading volume. The bottom 5% of the S&P MidCap 400 and the bottom 15% of the S&P SmallCap 600 are eliminated;


The Sub-Adviser ranks the remaining securities in each Index by the price to book ratio. The lowest quartile from each Index is selected – 100 securities from the S&P MidCap 400 and 150 securities from the S&P SmallCap 600. Securities with the lowest, but positive, price to book ratios are ranked highest;


The Sub-Adviser then ranks the 100 securities from the S&P MidCap 400 Index by 3-month price appreciation. The 65 securities with highest 3-month price appreciation are selected;


Next, the Sub-Adviser calculates the ratio of cash flow per share to the security price for the 65 stocks. The 30 securities with the highest ratio of cash flow per share to stock price are selected;


The Sub-Adviser then ranks the 150 securities from the S&P SmallCap 600 Index by 3-month price appreciation. The 90 securities with highest 3-month price appreciation are selected;


Next, the Sub-Adviser calculates the ratio of cash flow per share to stock price for the 90 securities. The 30 securities with the highest ratio of cash flow per share to stock price are selected;


The securities selected from the S&P MidCap 400 are given twice the weight of the securities selected from the S&P SmallCap 600. The manager will choose only one share class of a security to be represented in the Fund if the security selection model selects multiple share classes of the same security; and


The Sub-Adviser reviews the liquidity profiles of the securities selected and, when deemed appropriate, will replace less liquid or illiquid securities with more liquid securities in each index.

 

Between Security Selection Dates, when cash inflows and outflows require, the Sub-Adviser makes new purchases and sales of the 60 selected securities in approximately the same proportion that such securities are then held in the Fund (determined based on market value).

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations. For example, because exchange-traded funds ("ETFs") are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may invest in securities issued by companies in the financial services sector.

 

The Fund may invest in the securities of non-U.S. issuers.

 

The Fund may lend its securities to increase its income.

 

63

The Fund may invest in a combination of ETFs to assist with fund re-balances and to meet redemption or purchase requests.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub- Adviser's investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Derivatives risk


Equity securities risk


Exchange-traded funds investing risk


Financial services risk


Foreign regulatory risk


Foreign securities risk


Limited management, trading cost and rebalance risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Securities lending risk


Small-capitalization investing risk


Portfolio turnover risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

The performance of the Fund depends on the Sub-Adviser’s ability to effectively implement the investment strategies of this Fund and will also depend on the performance of the stocks selected that meet the stock selection criteria.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Concentration risk


Cybersecurity risk


Expense risk


Investment strategy risk


License termination risk


Liquidity risk


Redemption risk


Regulatory investment limits risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

64

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

65

 

JNL/Mellon Capital JNL 5 Fund 

(Effective June 24, 2019, the Fund will be merged into the JNL/RAFI ® Multi-Factor U.S. Equity Fund, a series of JNL Series Trust.)  

Class A 

Class I

 

Investment Objective. The investment objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by investing in the securities that are identified by a model based on 5 different specialized strategies:

 


20% in the Dow SM 10 Strategy, a dividend yielding strategy;


20% in the S&P ® 10 Strategy, a blended valuation-momentum strategy;


20% in the Global 15 Strategy, a dividend yielding strategy;


20% in the 25 Strategy, a dividend yielding strategy; and


20% in the Select Small-Cap Strategy, a small capitalization strategy.

 

The principal investment strategies for each of the above strategies are described below. There are no corresponding Funds using these strategies.

 

The securities for each strategy are selected only once annually on each Security Selection Date. The Security Selection Date will be on or about January 1 of each year. The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs and for dividend reinvestment. The Sub-Adviser may also trade for mergers if the original security is not from the surviving company. The Fund expects to invest in the securities determined by each of the strategies following the above specified percentage allocation.

 

Between the January 1 st Security Selection Dates, when cash inflows and outflows require, the Sub-Adviser makes new purchases and sales of securities of the five specialized strategies in approximately the same proportion that such securities are then held in the Fund (determined based on market value).

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations.

 

The Dow SM 10 Strategy

 

Principal Investment Strategies. The Dow 10 Strategy seeks to achieve its objective by investing approximately equal amounts in the ten securities that comprise the Dow Jones Industrial Average (“DJIA”) which have the highest indicated annual dividend yields. The ten securities are selected only once annually on each Security Selection Date. The Security Selection Date will be on or about January 1 st of each year. The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs in the Strategy and for dividend reinvestment. The Sub-Adviser may also trade for mergers if the original security is not from the surviving company.

 

The ten securities are chosen on each Security Selection Date as follows:

 


The Sub-Adviser determines the dividend yield on each security in the DJIA on the Security Selection Date;


The Sub-Adviser allocates approximately equal amounts of the Dow 10 Strategy to the ten securities in the DJIA that have the highest dividend yield; and


The Sub-Adviser reviews the liquidity profiles of the securities selected and, when deemed appropriate, will replace less liquid or illiquid securities with more liquid securities in each index.

 

Securities which, as of the Security Selection Date, Dow Jones has announced will be removed from the DJIA will be removed from the universe of securities from which the Dow 10 Strategy securities are selected.

 

The Global 15 Strategy

 

Principal Investment Strategies. The Global 15 Strategy seeks to achieve its objective by investing in the securities of certain dividend-paying companies which are components of the Dow Jones Industrial Average (“DJIA”), the Financial Times Ordinary Index (“FT30 Index”) and the Hang Seng Index. The Global 15 Strategy consists of the five securities with the lowest per share stock price of the ten securities in each of the DJIA, the FT30 Index and the Hang Seng Index, respectively, that have the highest dividend yields in their respective index. The fifteen securities are selected only once annually on each Security Selection Date. The Security Selection Date will be on or about January 1 st of each year. The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs in the Strategy and for dividend reinvestment. The Sub-Adviser

 

66

may also trade for mergers if the original security is not from the surviving company. The fifteen securities are chosen on each Security Selection Date as follows:

 


The Sub-Adviser determines the dividend yield on each security in the DJIA, the FT30 Index and the Hang Seng Index;


The Sub-Adviser determines the ten securities that comprise each of the DJIA, the FT30 Index and the Hang Seng Index that have the highest dividend yield in the respective index;


Out of those companies, the Sub-Adviser allocates approximately equal amounts of the Global 15 Strategy to the 5 securities in each index with the lowest price per share; and


The Sub-Adviser reviews the liquidity profiles of the securities selected and, when deemed appropriate, will replace less liquid or illiquid securities with more liquid securities in each index.

 

Securities which, as of the Security Selection Date, will be removed from the DJIA, the FT 30 Index and the Hang Seng Index will be removed from the universe of securities from which the Global 15 Strategy securities are selected.

 

The 25 Strategy

 

Principal Investment Strategies. The 25 Strategy seeks to achieve its objective by investing in the securities of 25 dividend-paying companies selected from a pre-screened subset of the securities listed on the New York Stock Exchange (“NYSE”). The 25 securities are selected only once annually on each Security Selection Date. The Security Selection Date will be on or about January 1 st of each year. The Sub-Adviser generally uses a buy and hold strategy, trading only around each Security Selection Date, when cash flow activity occurs in the Strategy and for dividend reinvestment. The Sub-Adviser may also trade for mergers if the original security is not from the surviving company.

 

Securities which, as of the Security Selection Date, will be removed from the NYSE will be removed from the universe of securities from which the 25 Strategy securities are selected.

 

The 25 securities are selected through the following five-step process on each Security Selection Date:

 


The Sub-Adviser selects all the dividend-paying securities listed on the NYSE (excluding financial, real estate investment trusts, transportation and utility stocks, American Depositary Receipts, limited partnerships, limited liability companies, other companies that share similar tax structures and treatments, or any security included in the Dow Jones Industrial Average);


Those securities are then ranked from highest to lowest market capitalization, and the Sub-Adviser selects the 400 highest market capitalization securities;


Those 400 securities are then ranked, in terms of dividend yield, from highest to lowest, and the Sub-Adviser selects the 75 highest dividend-yielding securities;


From the remaining 75 securities, the Sub-Adviser eliminates the 50 highest dividend-yielding securities and selects the remaining 25 securities;


The Sub-Adviser allocates approximately equal amounts of the 25 Strategy to the 25 securities selected for the portfolio; and


The Sub-Adviser reviews the liquidity profiles of the securities selected and, when deemed appropriate, will replace less liquid or illiquid securities with more liquid securities in each index.

 

Between Security Selection Dates, when cash inflows and outflows require, the Sub-Adviser makes new purchases and sales of the 25 selected securities in approximately the same proportion that such securities are then held in the 25 Strategy (determined based on market value).

 

The S&P ® 10 Strategy

 

Principal Investment Strategies. The S&P 10 Strategy seeks to achieve its objective by investing approximately equal amounts in the ten securities selected from a pre-screened subset of the securities listed in the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 ® Index”).

 

The S&P 10 Strategy is determined as follows:

 


The Sub-Adviser ranks the securities in the S&P 500 ® Index by market capitalization;


The Sub-Adviser selects half of the securities in the S&P 500 ® Index with the largest market capitalization;


From the selected securities, the Sub-Adviser selects the half with the lowest price to sales ratio;


From the selected securities, the Sub-Adviser selects the ten securities with the greatest one-year price appreciation;


The Sub-Adviser allocates approximately equal amounts of the S&P 10 Strategy to the selected ten securities; and


The Sub-Adviser reviews the liquidity profiles of the securities selected and, when deemed appropriate, will replace less liquid or illiquid securities with more liquid securities in each index.

 

Securities which, as of the Security Selection Date, S&P has announced will be removed from the S&P 500 ® Index will be removed from the universe of securities from which the S&P 10 Fund stocks are selected.

 

67

The Select Small-Cap Strategy

 

Principal Investment Strategies. Under normal circumstances, the Select Small-Cap Strategy seeks to achieve its objective by investing at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in a portfolio of common stocks of 100 small capitalization (“small cap”) companies selected from a pre-screened subset of the common stocks listed on the New York Stock Exchange (“NYSE”) or The Nasdaq Stock Market (“Nasdaq”) on each Stock Selection Date. The population of securities from which the Strategy’s stocks are selected is limited to stocks within a specific market capitalization range. The Sub-Adviser will adjust these requirements on each Security Selection Date based on the total return of the Russell 2000 benchmark for the applicable period.

 

Companies which, as of the Security Selection Date, will be removed from the NYSE and the Nasdaq Stock Market will also be removed from the universe of securities from which the Select-Small-Cap Strategy securities are selected.

 

The Select Small-Cap Strategy consists of a portfolio of 100 securities selected through the following process on each Security Selection Date:

 


The Sub-Adviser selects all U.S. traded securities which trade on the NYSE or Nasdaq (excluding American Depositary Receipts, mineral and oil royalty trusts, limited partnerships, limited liability companies, or other securities that share similar tax structures and treatments);


From those securities, the Sub-Adviser then selects only those securities which have a market capitalization within the applicable range;


From the remaining securities, the Sub-Adviser selects only the securities with positive three-year sales growth;


Next, from the remaining securities, the Sub-Adviser selects only the securities whose most recent annual earnings are positive;


The Sub-Adviser then eliminates any security the price of which has appreciated by more than 75% in the last 12 months;


From the remaining list, the Sub-Adviser selects the 100 securities with the greatest price appreciation in the last 12 months (highest to lowest);


The Select Small-Cap Fund purchases the selected 100 securities, allocating its assets among them in proportion to the relative market capitalization of each security; and


The Sub-Adviser reviews the liquidity profiles of the securities selected and, when deemed appropriate, will replace less liquid or illiquid securities with more liquid securities in each index.

 

In each of the above steps, monthly and rolling quarterly data are used in place of annual figures where possible.

 

The Sub-Adviser will choose only one share class of a security to be represented in each of the 5 listed strategies of the Fund if the specific security selection model selects multiple share classes of the same security.

 

The Fund may invest in a combination of exchange-traded funds (“ETFs”) to assist with fund re-balances and to meet redemption or purchase requests.

 

The Fund may invest in financial futures, a type of derivative to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. In addition, the Fund may use foreign currency forward contracts, a type of derivative, to maintain appropriate currency exposures.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub- Adviser's investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Derivatives risk


Equity securities risk


Exchange-traded funds investing risk


Financial services risk


Foreign regulatory risk


Foreign securities risk


Forward and futures contract risk


Limited management, trading cost and rebalance risk


Market risk

 

 

68


Passive investment risk


Portfolio turnover risk


Small-capitalization investing risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

The performance of the Fund depends on the Sub-Adviser’s ability to effectively implement the investment strategies of this Fund and will also depend on the performance of the stocks selected that meet the stock selection criteria.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Concentration risk


Currency risk


Cybersecurity risk


Expense risk


Investment strategy risk


License termination risk


Liquidity risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

69

 

JNL/Mellon Consumer Discretionary Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Consumer Discretionary Sector Fund .)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by utilizing a replication investment approach, called indexing, which attempts to replicate the investment performance of the MSCI USA IMI Consumer Discretionary Index (“Index”). The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the Index in proportion to their market capitalization weighting in the Index. When replicating a capitalization-weighted index such as the Index, portfolio turnover is reduced to what the index adds and deletes, rebalancing, contract owner contributions and withdrawals, and reinvestment of income. The Consumer Discretionary Sector Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018, the market capitalization range of the Index was $ 93.20 million to $ 622.69 billion.

 

The Fund will utilize the replication investment approach set forth above at all times except for circumstances in which the market capitalization weightings of the Index will violate the diversification requirements of the Internal Revenue Code. In such cases, the excess weight of any security that will cause the Fund to be in violation of the diversification requirements will be allocated to the other securities in the Fund.

 

The MSCI USA IMI Consumer Discretionary Index is a subset of the MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Consumer Discretionary sector by the Global Industry Classification Standard (GICS ® ).

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests. The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations. For example, because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Consumer Discretionary Sector Fund is “non-diversified” under the 1940 Act, and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Sector risk


Non-diversification risk


Concentration risk


Derivatives risk

 

70

 


Exchange-traded funds investing risk


Foreign regulatory risk


Index investing risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Small-capitalization investing risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). General risks of consumer goods companies include cyclicality of revenues and earnings, economic recession, currency fluctuations, changing consumer tastes, extensive competition, product liability litigation and increased governmental regulation. Generally, spending on consumer goods is affected by the economic health of consumers. A weak economy and its effect on consumer spending would adversely affect consumer goods companies.

 

To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Cybersecurity risk


Expense risk


License termination risk


Limited management, trading cost and rebalance risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

71

 

JNL/Mellon Energy Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Energy Sector Fund .)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by utilizing a replication investment approach, called indexing, which attempts to replicate the investment performance of the MSCI USA IMI Energy Index (“Index”). The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the Index in proportion to their market capitalization weighting in the Index. When replicating a capitalization-weighted index such as the Index, portfolio turnover is reduced to what the index adds and deletes, rebalancing, contract owner contributions and withdrawals, and reinvestment of income. The Energy Sector Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 57.15 million to $ 288.70 billion.

 

The Fund will utilize the replication investment approach set forth above at all times except for circumstances in which the market capitalization weightings of the Index will violate the diversification requirements of the Internal Revenue Code. In such cases, the excess weight of any security that will cause the Fund to be in violation of the diversification requirements will be allocated to the other securities in the Fund.

 

The Index is a subset of the MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Energy sector by the Global Industry Classification Standard (GICS ® ).

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests . The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations. For example, because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is a “non-diversified” fund, as defined in the 1940 Act, and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Sector risk


Non-diversification risk


Concentration risk


Derivatives risk

 

72

 


Exchange-traded funds investing risk


Foreign regulatory risk


Index investing risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Small-capitalization investing risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). General problems of the energy industry include volatile fluctuations in price and supply of energy fuels, international politics, reduced demand as a result of increases in energy efficiency and energy conservation, the success of exploration projects, clean-up and litigation costs relating to oil spills and environmental damage, and tax and other regulatory policies of various governments. Oil production and refining companies are subject to extensive federal, state and local environmental laws and regulations regarding air emissions and the disposal of hazardous materials. In addition, declines in U.S. crude oil production likely will lead to a greater world dependence on oil from the Organization of the Petroleum Exporting Countries, which may result in more volatile oil prices.

 

To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Cybersecurity risk


Expense risk


License termination risk


Limited management, trading cost and rebalance risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

 

73

JNL/Mellon Financial Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Financial Sector Fund .)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by utilizing a replication investment approach, called indexing, which attempts to replicate the investment performance of the MSCI USA IMI Financials Index (“Index”). The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the securities in the Index in proportion to their market capitalization weighting in the Index. When replicating a capitalization-weighted index such as the Index, portfolio turnover is reduced to what the index adds and deletes, rebalancing, contract owner contributions and withdrawals, and reinvestment of income. The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 92.32 million to $ 328.09 billion.

 

The Fund will utilize the replication investment approach set forth above at all times except for circumstances in which the market capitalization weightings of the Index will violate the diversification requirements of the Internal Revenue Code. In such cases, the excess weight of any security that will cause the Fund to be in violation of the diversification requirements will be allocated to the other securities in the Fund.

 

The Index is a subset of the MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Financial sector by the Global Industry Classification Standard (GICS ® ).

 

Certain provisions of the 1940 Act and the Bank Holding Company Act of 1953, as amended, may limit the ability of the Financial Sector Fund to invest in certain securities in excess of certain percentage limitations. For example, because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests. The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is a “non-diversified” fund, as defined in the 1940 Act, and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Sector risk


Financial services risk


Non-diversification risk


Concentration risk

 

74

 


Derivatives risk


Exchange-traded funds investing risk


Foreign regulatory risk


Index investing risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Small-capitalization investing risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). The financial services industry continues to evolve as banks and insurers expand their businesses through innovative products and services. Banks, thrifts and their holding companies are especially subject to the adverse effects of economic recession; volatile interest rates; portfolio concentrations in geographic markets and in commercial and residential real estate loans; and competition from new entrants in their fields of business. Although legislation repealed most of the barriers which separated the banking, insurance and securities industries, these industries are still extensively regulated at both the federal and state level and may be adversely affected by increased regulation.

 

Bank and thrift risks. Banks and thrifts face increased competition from non-traditional lending sources as regulatory changes, such as the financial services overhaul legislation, permit new entrants to offer various financial products. Technological advances such as the Internet allow these non-traditional lending sources to cut overhead and permit the more efficient use of customer data.

 

Financial service provider risks. Broker-dealers, investment banks, finance companies and mutual fund companies also are financial services providers. These companies can compete with banks and thrifts to provide financial service products in addition to their traditional services, such as brokerage and investment advice. In addition, all financial service companies face shrinking profit margins due to new competitors, the cost of new technology and the pressure to compete globally.

 

Insurance company risks. Insurance company profits are affected by many factors, including interest rate movements, the imposition of premium rate caps, competition and pressure to compete globally. Property and casualty insurance profits may also be affected by weather catastrophes and other disasters. Life and health insurance companies’ profits may also be adversely affected by increased government regulations or tax law changes.

 

To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Cybersecurity risk


Expense risk


License termination risk


Limited management, trading cost and rebalance risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

75

 

JNL/Mellon Healthcare Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Healthcare Sector Fund .)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by utilizing a replication investment approach, called indexing, which attempts to replicate the investment performance of the MSCI USA IMI Health Care Index (“Index”). The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the securities in the Index in proportion to their market capitalization weighting in the Index. When replicating a capitalization-weighted index such as the Index, portfolio turnover is reduced to what the index adds and deletes, rebalancing, contract owner contributions and withdrawals, and reinvestment of income. The Healthcare Sector Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 76.67 million to $ 346.21 billion.

 

The Fund will utilize the replication investment approach set forth above at all times except for circumstances in which the market capitalization weightings of the Index will violate the diversification requirements of the Internal Revenue Code. In such cases, the excess weight of any security that will cause the Fund to be in violation of the diversification requirements will be allocated to the other securities in the Fund.

 

The Index is a subset of the MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Health Care sector by the Global Industry Classification Standard (GICS ® ).

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests. The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities beyond certain percentage limitations. For example, because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective . The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is a “non-diversified” fund, as defined in the 1940 Act, and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Sector risk


Non-diversification risk


Concentration risk


Derivatives risk

 

76

 


Exchange-traded funds investing risk


Foreign regulatory risk


Index investing risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Small-capitalization investing risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). The pharmaceutical and healthcare industries continuously evolve, and as a result, pharmaceutical and healthcare companies need to keep pace with this constant change, in order to be successful. Pharmaceutical and healthcare companies are subject to changing government regulation, including price controls, national health insurance, managed care regulation and tax incentives or penalties related to medical insurance premiums, which could have a negative effect on the price and availability of their products and services. Healthcare facility operators may be affected by the demand for services, efforts by government or insurers to limit rates, restriction of government financial assistance and competition from other providers. In addition, such companies face increasing competition from generic drug sales, the termination of their patent protection for certain drugs and technological advances which render their products or services obsolete. The research and development costs required to bring a drug to market are substantial and may include a lengthy review by the government, with no guarantee that the product will ever go to market or show a profit. In addition, the potential for an increased amount of required disclosure of proprietary scientific information could negatively impact the competitive position of these companies. Many of these companies may not offer certain drugs or products for several years and, as a result, may have significant losses of revenue and earnings.

 

To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Cybersecurity risk


Expense risk


License termination risk


Limited management, trading cost and rebalance risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

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JNL/Mellon Information Technology Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Information Technology Sector Fund .)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by utilizing a replication investment approach, called indexing, which attempts to replicate the investment performance of the MSCI USA IMI Information Technology Index (“Index”). The Fund does not employ traditional methods of active investment management, which involve the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the Index in proportion to their market capitalization weighting in the Index. When replicating a capitalization-weighted index such as the Index, portfolio turnover is reduced to what the index adds and deletes, rebalancing, contract owner contributions and withdrawals, and reinvestment of income. The Information Technology Sector Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 61.17 million to $ 761.87 billion.

 

The Fund will utilize the replication investment approach set forth above at all times except for circumstances in which the market capitalization weightings of the Index will violate the diversification requirements of the Internal Revenue Code. In such cases, the excess weight of any security that will cause the Fund to be in violation of the diversification requirements will be allocated to the other securities in the Information Technology Sector Fund.

 

The Index is a subset of the MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Information Technology sector by the Global Industry Classification Standard (GICS ® ).

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests . The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations. For example, because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is a “non-diversified” fund, as defined in the 1940 Act, and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Sector risk


Non-diversification risk


Concentration risk


Derivatives risk

 

78

 


Exchange-traded funds investing risk


Foreign regulatory risk


Index investing risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Small-capitalization investing risk


Tracking error risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). The technology industry is among the fastest growing and fastest changing industries in the world. However, it is important to note that technology companies are generally subject to risks of rapidly changing technologies; short product life cycles; fierce competition; aggressive pricing and reduced profit margins; the loss of patent, copyright and trademark protections; cyclical market patterns; evolving industry standards and frequent new product introductions. Technology companies may be smaller and less experienced companies, with limited product lines, markets or financial resources and fewer experienced management or marketing personnel. Technology company stocks, especially those which are Internet-related, have experienced extreme price and volume fluctuations that are often unrelated to their operating performance. Also, the stocks of many Internet companies sometimes have had exceptionally high price-to-earnings ratios with little or no earnings history.

 

To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Cybersecurity risk


Expense risk


License termination risk


Limited management, trading cost and rebalance risk


Portfolio turnover risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

79

 

JNL/Mellon Communication Services Sector Fund 

(The Fund name above is effective June 24, 2019. Until June 24, 2019, the Fund’s name is JNL/Mellon Capital Telecommunications Sector Fund .)  

Class A 

Class I

 

Investment Objective. The objective of the Fund is total return through capital appreciation and dividend income.

 

Principal Investment Strategies. The Fund seeks to achieve its objective by utilizing a replication investment approach, called indexing, which attempts to replicate the investment performance of the MSCI USA IMI Communication Services 25/50 Index (“Index”). The Fund does not employ traditional methods of active investment management, which involves the buying and selling of securities based upon security analysis. Indexing may offer a cost-effective investment approach to gaining sector exposure over the long term. The Fund invests under normal circumstances at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the stocks in the Index in proportion to their market capitalization weighting in the Index. When replicating a capitalization-weighted index such as the Index, portfolio turnover is reduced to what the index adds and deletes, rebalancing, contract owner contributions and withdrawals, and reinvestment of income. The Fund’s ability to achieve significant correlation with the performance of the Index may be affected by changes in shareholder flows, securities markets and changes in the composition of the Index. Indexing may eliminate the chance that a Fund will outperform the Index, but also may reduce some of the risk of active management, such as poor security selection. As of December 31, 2018 , the market capitalization range of the Index was $ 523.0 million to $ 295.14 billion.

 

The Fund will utilize the replication investment approach set forth above at all times except for circumstances in which the market capitalization weightings of the Index will violate the diversification requirements of the Internal Revenue Code. In such cases, the excess weight of any security that will cause the Fund to be in violation of the diversification requirements will be allocated to the other securities in the Fund.

 

The Index is a subset of the MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Communication Services sector by the Global Industry Classification Standard (GICS ® ). It is MSCI’s aim to comply with the 25/50 constraints such that no single security within the Index will exceed 25% of the total index weight, and the sum of all security weights that are greater than 5% each will not exceed 50% of the total index weight, through the quarterly index reviews at the end of February, May, August, and November.

 

The Fund may also invest in a combination of exchange-traded funds (“ETFs”) and cash to maintain correlation to its index, to assist with index rebalances , and to meet redemption or purchase requests . The Fund's holdings are rebalanced on a regular basis to reflect changes in the composition of the Index.

 

Certain provisions of the 1940 Act may limit the ability of the Fund to invest in certain securities in excess of certain percentage limitations. For example, because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to, as determined immediately after a purchase is made, not more than 5% of its total assets (which may represent no more than 3% of the outstanding voting stock of such other investment company) and limit aggregate investments in all investment companies to 10% of total assets.

 

The Fund may lend its securities to increase its income.

 

The Fund may invest in financial futures, a type of derivative that may be used to obtain exposure to a variety of underlying assets, consistent with the Fund's investment objective and strategies, to provide liquidity for cash flows, to hedge dividend accruals or for other purposes that facilitate meeting the Fund’s objective. The Fund's use of financial futures is intended to assist replicating the investment performance of the Index.

 

The Fund is “non-diversified” under the 1940 Act and may invest more of its assets in fewer issuers than “diversified” mutual funds.

 

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

 


Equity securities risk


Sector risk

 

80

 


Non-diversification risk


Concentration risk


Derivatives risk


Exchange-traded funds investing risk


Foreign regulatory risk


Index investing risk


Market risk


Mid-capitalization investing risk


Passive investment risk


Small-capitalization investing risk


Tracking error risk


Portfolio turnover risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

 

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). The market for communications products and services is characterized by rapidly changing technology, rapid product obsolescence or loss of patent protection, cyclical market patterns, evolving industry standards and frequent new product introductions. Certain communications/bandwidth companies are subject to substantial governmental regulation that, among other things, regulates permitted rates of return and the kinds of services that a company may offer. The communications industry has experienced substantial deregulation in recent years. Deregulation may lead to fierce competition for market share and can have a negative impact on certain companies. Competitive pressures are intense and communications company stocks can experience rapid volatility.

 

To effectively manage cash inflows and outflows, the Fund may maintain a cash position of up to 5% of net assets under normal circumstances primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.

 

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

 

There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

 


Cybersecurity risk


Expense risk


License termination risk


Limited management, trading cost and rebalance risk


Redemption risk


Regulatory investment limits risk


Securities lending risk

 

Please see the “Glossary of Risks” section, which is set forth before the “Management of the JNL Variable Fund” section in this Prospectus, for a description of these risks.

 

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

 

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

 

81

More About the Funds

 

The investment objectives of the Funds are not fundamental and may be changed by the Board of Managers ("Board") without shareholder approval.

 

Certain of the Funds have adopted non-fundamental operating policies that require at least 80% of the Fund's assets (net assets plus the amount of any borrowings made for investment purposes) be invested, under normal circumstances, in securities of the type connoted by the name of the Fund.

 

Although these 80% or greater requirements are non-fundamental operating policies that may be changed by the Board without interest holder approval, the Board has adopted a policy requiring not less than 60 days' written notice be provided to interest holders, in the manner required by Rule 35d-1 under the Investment Company Act of 1940, as amended ("1940 Act"), before the effective date of any change in such a policy by a Fund which is subject to that Rule.

 

The Adviser and the JNL Variable Fund, together with other investment companies of which the Adviser is investment adviser, has been granted an exemption from the SEC that allows the Funds to invest in other registered investment companies and unit investment trusts that are within or outside the same group of investment companies. A Fund may invest cash balances in shares of investment companies, including affiliated investment companies, which are funds managed by the JNL Variable Fund's investment adviser or its affiliates. As a shareholder in an investment company, a Fund would bear its pro rata share of that investment company's expenses, which could result in duplication of certain fees, including management and administrative fees.

 

Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time the Fund purchases a security. The status, market value, maturity, credit quality, or other characteristics of the Fund's securities may change after they are purchased, and this may cause the amount of the Fund's assets invested in such securities to fall outside the parameters described in the Funds' principal investment strategies. If any of these changes occur, it would not be considered a violation of the investment restriction. However, purchases by the Fund during the time it is above or below the stated percentage restriction would be made in compliance with applicable restrictions. The Sub-Advisers may execute transactions in a manner to cause the least disruption to the Fund when attempting to bring the Fund into compliance with such restrictions, which could affect performance.

 

Performance. The performance information presented above for each of the Funds does not reflect the fees and charges imposed under the insurance contract for which the Funds serve as an investment option for the separate accounts of the issuing insurance company. For more information about the charges and performance, see the Prospectus for the insurance contract.

 

Temporary Defensive Positions and Large Cash Positions. In anticipation of, or in response to, adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, or during a rebalance period, a Fund may temporarily hold all or a significant portion of its assets in cash, cash equivalents, affiliated and unaffiliated money market funds, or high quality debt instruments. A Fund reserves the right to invest without limitation in such instruments. During periods in which a Fund employs such a temporary defensive strategy or holds large cash positions, a Fund will not be pursuing, and will not achieve, its investment objective. Taking a defensive or large cash position may reduce the potential for appreciation of a Fund's portfolio and may affect a Fund’s performance.

 

Portfolio Turnover . Portfolio turnover rates also may be increased by purchases or redemptions of a Fund’s shares because of the need to invest new cash resulting from purchases of shares or the need to sell portfolio securities owned in order to meet redemption requests. Increased portfolio turnover necessarily results in correspondingly higher costs, which can include brokerage commissions, and other transaction costs on the sale of securities and reinvestment in other securities. The rebalance of certain of the Funds on an annual basis may also increase portfolio turnover.

 

Additional Information About the Principal Investment Strategies, Other Investments and Risks of the JNL/Mellon Funds (Other than Principal Risks). The JNL/Mellon Dow SM Index Fund, JNL/Mellon MSCI World Index Fund, JNL/Mellon Nasdaq ® 100 Index Fund, and JNL/Mellon Capital S&P ® SMid 60 Fund are collectively referred to as the “JNL/ Mellon Funds” in this section. It is generally not possible for the Sub-Adviser to purchase round lots (usually 100 shares) of stocks in amounts that will precisely duplicate the prescribed mix of securities. Also, it usually will be impossible for the JNL/ Mellon Funds to be 100% invested in the prescribed mix of securities at any time. To the extent that the JNL/ Mellon Funds are not fully invested, the interests of the interest holders may be diluted and total return may not directly track the investment results of the prescribed mix of securities. To minimize this effect, the Sub-Adviser attempts to maintain, to the extent practicable, a small cash position, ordinarily not more than 5% of net assets at all times. Normally, the only cash items held by the JNL/ Mellon Funds will be amounts expected to be deducted as expenses, amounts reserved for withdrawals and amounts too small to purchase additional round lots of the securities selected for the Funds’ portfolios.

 

Section 817(h) of the Internal Revenue Code provides that, in order for a variable annuity contract that allocates funds to a Fund to qualify as an annuity contract, the Fund must be adequately diversified in accordance with regulations issued thereunder. To be adequately diversified under current regulations, a Fund must have: (a) no more than 55% of the value of its total assets represented by

82

 

any one investment; (b) no more than 70% of the value of its total assets represented by any two investments; (c) no more than 80% of its total assets represented by any three investments; and (d) no more than 90% of the value of its total assets represented by any four investments. The Sub-Adviser may depart from a JNL/ Mellon Fund’s investment strategy to the extent necessary to maintain compliance with these requirements, and, with respect to the Regulated Investment Company Funds (as defined below), to maintain compliance with the diversification requirements applicable to regulated investment companies under the Internal Revenue Code.

 

Corporate Reorganizations affecting securities held by all Funds except JNL/ Mellon Sector Funds, JNL/Mellon Dow SM Index Fund, JNL/Mellon MSCI World Index Fund, and JNL/Mellon Nasdaq ® 100 Index Fund. If a portfolio company has a spin off, the Fund will retain the shares of the spin off until the next Stock Selection Date. If a portfolio company is merged into another company and is not the surviving company, the Fund will liquidate any shares it receives in the merger promptly and reinvest the proceeds and any cash distribution in the remaining portfolio companies in accordance with their respective investment percentages. If two portfolio companies in the same benchmark merge, the Fund will keep the resulting company in the portfolio in accordance with the combined weighting of the two companies prior to the merger. This may result in an increase or decrease in the number of securities held by each Fund. At the time of stock selection, a security may be removed from the stock selection universe if there is a pending acquisition or reorganization that is likely to be completed shortly after the stock selection date.

 

For Each of the JNL/Mellon Sub-Advised Funds. The Sub-Adviser is a subsidiary of The Bank of New York Mellon Corporation, the owner of a number of asset managers and a diversified global financial institution. Through this ownership structure and through other entities owned by the Sub-Adviser’s direct and indirect owners, the Sub-Adviser has various financial industry affiliations. As a result of the business activities of the Sub-Adviser and its affiliates, the Sub-Adviser may be prohibited or limited from effecting transactions on behalf of the Fund due to rules in the marketplace in which the Sub-Adviser trades, foreign laws or the Sub-Adviser’s own policies and procedures. By way of illustration only, in certain cases, the Sub-Adviser may face trading limitations or prohibitions because of aggregation issues due to its relationships with affiliated investment advisory firms, position limits imposed by regulators or foreign laws such as mandatory takeover offer requirements (which it will need to avoid). However, if the Sub-Adviser cannot invest in a security directly, the Fund may, instead, invest in the relevant American Depositary Receipt (ADR). In any case, the Fund may invest in securities of affiliates of the Fund and the Sub-Adviser to the extent permissible under applicable U.S. laws and regulations and exemptions granted by the SEC.

 

Derivatives. The Sub-Adviser may, but will not necessarily, utilize derivative and other instruments, such as options, futures contracts, forward contracts, warrants, indexed securities, swaps, and delayed-delivery securities, for hedging, risk management, and to manage cash flows into and out of the Funds.

 

Investments in derivative instruments involve special risks. In order to realize the desired results from the investment, the Fund’s Sub-Adviser must correctly predict price movements of the underlying asset during the life of the derivative. If the Sub-Adviser is incorrect in its predictions of such price movements, the Fund may achieve a result less favorable than if the derivative investment had not been made. The value of derivatives may rise or fall more rapidly than other investments, which may increase the volatility of the Fund depending on the nature and extent of the derivatives in the Fund’s portfolio. Additionally, if the Sub-Adviser uses derivatives in attempting to manage or “hedge” the overall risk of the Fund’s portfolio, the strategy might not be successful, for example, due to changes in the value of the derivatives that do not correlate with price movements in the rest of the portfolio.

 

The Funds enter into certain kinds of derivative transactions that involve obligations to make future payments to third parties. These transactions include, but are not limited to, futures, forward contracts, swap contracts, the purchase of securities on a when issued or delayed delivery basis, or reverse repurchase agreements. In this connection, the Funds may be required to “set aside” or segregate liquid assets, or engage in other measures, to cover open derivatives positions, in accordance with federal securities laws, rules thereunder, or interpretations thereof, including positions that the SEC or its staff have taken. In such situations, the Funds set aside liquid assets on either of two bases. Where a derivatives contract does not require cash settlement, the Funds must set aside liquid assets on the basis of the contract's full notional value. Where a derivatives contract does require cash settlement, the Funds are permitted to set aside assets on the basis of daily marked-to-market net obligations ( i.e ., a Fund’s daily net liability or unrealized loss, if any), rather than the contract’s full notional value. In the latter situation, a fund may employ leverage to a greater extent than under the former situation. Each Fund reserves the right to change its procedures for setting aside assets in order to comply with any change in governing law, rules, interpretations, or SEC or Commodity Futures Trading Commission (“CFTC”) staff positions.

 

Dodd-Frank (Regulatory) Risk . The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) made a number of changes to the regulatory framework in the financial services industry, including regulations applicable to banks, insurance companies, and other firms. The Dodd-Frank Act also made a number of regulatory changes to the oversight and treatment of various investments, in particular, derivatives. The impact of these regulatory changes will be felt across industries for a number of years and will impact the Funds’ investments and the administration of the Funds. Instruments in which the Funds invest may incur increased regulatory compliance costs, and could be subject to regulatory action. The Funds may incur Dodd-Frank regulatory compliance costs, which could impact performance.

 

Restrictions on the Use of Futures Contracts . Rule 4.5 under the Commodity Exchange Act (“CEA”) permits the advisers of registered investment companies to rely on an exclusion from registration under the CEA as a commodity pool operator (“CPO”). Among other conditions, under amended Rule 4.5, the adviser to a registered investment company can claim exclusion from

 

83

registration as a CPO only if the fund uses commodity interests solely for “bona fide hedging purposes,” or limits its use of commodity interests for non-bona fide hedging purposes to certain minimal amounts.

 

With respect to each Fund of the JNL Variable Fund, JNAM has filed with the NFA a notice claiming an exclusion from the definition of the term “commodity pool operator” under the CEA (the “exclusion”). Accordingly, JNAM is not subject to registration or regulation as a “commodity pool operator” under the CEA with respect to these Funds. To remain eligible for the exclusion, each of these Funds will be limited in its ability to use certain instruments regulated under the CEA (“commodity interests”), including futures and options on futures and certain swaps transactions. In the event that such a Fund’s investments in commodity interests are not within the thresholds set forth in the exclusion, JNAM may be required to act in a registered CPO capacity with respect to that Fund. JNAM’s eligibility to claim the exclusion with respect to a Fund will be based upon, among other things, the level of the Fund’s investment in commodity interests, the purposes of such investments, and the manner in which the Fund holds out its use of commodity interests. The ability of each Fund to invest in commodity interests (including, but not limited to, futures and swaps on broad-based securities indices and interest rates) may be limited by JNAM’s intention to operate the Fund in a manner that would permit JNAM to continue to claim the exclusion, which may adversely affect the Fund’s total return.

 

Lending of Portfolio Securities. A Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. Government securities or letters of credit that meet certain guidelines. Cash collateral may be invested by a Fund in money market-type investments or short-term liquid investments. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral.

 

A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent. There is the risk that the price of the securities will increase while they are on loan and the collateral will not adequately cover their value. There is also a risk that securities on loan will not be recalled in a timely manner to facilitate proxy voting.

 

Market Events . Turmoil in domestic and international markets may cause extreme volatility in the equity and debt markets, in the prices of individual securities and in the world economy. In response, governments throughout the world may respond with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. Failure to implement or an unexpected or quick reversal of such policies could increase volatility in the equity and debt markets.

 

Sanctions Risk. From time-to-time, the U.S. Government or other governments may place “sanctions” on a country. Such sanctions may include limitations on transactions in a country, such as the purchase or sale of products or services in that country. Sanctions also may include limitations on the movement of cash and securities to and from a sanctioned country, or may limit investments in a sanctioned country. When sanctions are placed on a country, a Fund may experience limitations on its investments, including the inability to dispose of securities in that country, the inability to settle securities transactions in that country, and the inability to repatriate currency from that country. Investments in sanctioned countries may be volatile, and the Fund and its pricing agent may have difficulty valuing such sanctioned country securities. Investments in sanctioned countries are subject to a number of risks, including, but not limited to, liquidity risk, foreign securities risk, and currency risk. The Fund could lose money investing in a country that is later sanctioned by the U.S. Government or other governments.

 

Natural Disasters and Adverse Weather Conditions. Certain areas of the world historically have been prone to major natural disasters, such as hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, and have been economically sensitive to environmental events. Such disasters, and the resulting damage, could have a severe and negative impact on a Fund’s investment portfolio and, in the longer term, could impair the ability of issuers in which a Fund invests to conduct their businesses in the manner normally conducted. Adverse weather conditions may also have a particularly significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural disasters.

 

Description of Indices. The portfolios of certain of the Funds consist of the common stocks of companies included in various indices. Except as previously described, the publishers of the indices have not granted the JNL Variable Fund or the investment adviser a license to use their respective indices. Except as previously described for the JNL/ Mellon Sector Funds , JNL/Mellon Dow SM Index Fund, JNL/Mellon Nasdaq ® 100 Index Fund, and JNL/Mellon MSCI World Index Fund , none of the Funds are designed or intended to result in investment returns that parallel or correlate with the movements in any particular index or a combination of indices and it is expected that their investment returns will not parallel or correlate with such movements. The publishers of the indices have not participated in any way in the creation of any of the Funds of the JNL Variable Fund or in the selection of stocks that are purchased or sold for the Funds. A description of certain of the indices is provided below. For additional information, please refer to Appendix A.

 

The Dow Jones Industrial Average. The stocks included in the DJIA are chosen by the editors of The Wall Street Journal as representative of the broad market and of American industry. The companies are major factors in their industries and their stocks are widely held by individuals and institutional investors.

 

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The Financial Times Ordinary Index. The FT30 Index is comprised of 30 common stocks chosen by the editors of The Financial Times as representative of the British industry and commerce. This index is an unweighted average of the share prices of selected companies. These companies are highly capitalized and major factors in their industries. In addition, their stocks are widely held by individuals and institutional investors.

 

The Hang Seng Index. The Hang Seng Index consists of approximately 51 of the approximately 1,000 stocks currently listed on the Stock Exchange of Hong Kong Ltd. (“Hong Kong Stock Exchange”), and it includes companies intended to represent four major market sectors: commerce and industry, finance, properties and utilities. The Hang Seng Index is a recognized indicator of stock market performance in Hong Kong. It is computed on an arithmetic basis, weighted by market capitalization, and is therefore strongly influenced by stocks with large market capitalizations. The Hang Seng Index represents approximately 66% of the total market capitalization of the stocks listed on the Hong Kong Stock Exchange.

 

The S&P 500 ® Index. Widely regarded as the standard for measuring large-capitalization U.S. stock market performance, the S&P 500 ® Index includes a representative sample of leading U.S. companies in leading industries. The S&P 500 ® Index consists of 500 stocks chosen for market size, liquidity and industry group representation. It is a market-value weighted index with each stock’s weight in the Index proportionate to its market value.

 

The Nasdaq-100 Index. The Nasdaq -100 Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. It does not contain financial companies including investment companies.

 

S&P ® Midcap 400 Index. The S&P MidCap 400 index is a market-capitalization-weighted index that captures and measures the performance of 400 mid-sized companies in the U.S. with a market capitalization of $1.4 billion to $5.9 billion, reflecting this market segment’s distinctive risk and return characteristics. Mid-capitalization exposure generally captures a phase in the typical corporate life cycle in which firms have successfully navigated the challenges specific to small companies. At the same time, mid capitalizations tend to be quite dynamic and not so large that continued growth is unattainable. As a result, the mid-capitalization segment may offer aspects of the markets not covered by the large- and small-capitalization worlds.

 

S&P ® Smallcap 600 Index. The S&P SmallCap 600 ® is a market capitalization-weighted index that captures and measures the performance of 600 small size companies in U.S. with a market capitalization of $400 million to $1.8 billion, reflecting this market segment’s distinctive risk and return characteristics. The index is designed to track companies that meet specific inclusion criteria to ensure that they are liquid and financially viable as this segment of the market is typically known for less liquidity and potentially less financial stability than large capitalizations.

 

MSCI USA IMI Information Technology Index. The MSCI USA IMI Information Technology Index is a subset of the benchmark MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Information Technology sector by the Global Industry Classification Standard (GICS ® ).

 

MSCI USA IMI Health Care Index. The MSCI USA IMI Health Care Index is a subset of the benchmark MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Health Care sector by the Global Industry Classification Standard (GICS ® ).

 

MSCI USA IMI Financials Index. The MSCI USA IMI Financials Index is a subset of the benchmark MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Financial sector by the Global Industry Classification Standard (GICS ® ).

 

MSCI USA IMI Energy Index. The MSCI USA IMI Energy Index is a subset of the benchmark MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Energy sector by the Global Industry Classification Standard (GICS ® ).

 

MSCI USA IMI Consumer Discretionary Index. The MSCI USA IMI Consumer Discretionary Index is a subset of the benchmark MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Consumer Discretionary sector by the Global Industry Classification Standard (GICS ® ).

 

MSCI USA IMI Communication Services 25/50 Index. The MSCI USA IMI Communication Services 25/50 Index is a subset of the benchmark MSCI USA Investable Market Index (“IMI”) and is comprised of securities that are classified in the Communication Services sector by the Global Industry Classification Standard (GICS ® ). It is MSCI’s aim to comply with the 25/50 constraints such that no single security within the index will exceed 25% of the total index weight, and the sum of all security weights that are greater than 5% each will not exceed 50% of the total index weight, through the quarterly index reviews at the end of February, May, August, and November.

 

MSCI World Index. The MSCI World Index is a market cap-weighted index that captures and measure the large- and mid-cap stocks across 23 Developed Markets, including Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK, and the

 

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U.S. As of December 31, 2018 , the index is constituted with 1, 633 stocks, and covers approximately 85% of the free float-adjusted market capitalization in each country. The U.S. typically represents over 50% of the index. Top 5 constituents are Apple, Microsoft, Amazon, Johnson & Johnson , and JPMorgan.

 

Technology Disruptions. Markets and market-participants are increasingly reliant upon both publicly available and proprietary information data systems. Data imprecision, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon the performance of the Funds. Such circumstances may adversely impact the Funds’ operations or the performance of the Fund’s investments in a single issuer, a group of issuers, or the market at-large. For example, cyber attacks on the Funds’ adviser, sub-advisers, and/or other service providers could cause business failures or delays in daily operations, and the Funds may not be able to process shareholder transactions or calculate a net asset value ("NAV") per share. Cyber attacks also could disrupt daily operations related to trading and portfolio management. In addition, technology disruptions and cyber attacks also may impact the operations or securities prices of an issuer or a group of issuers, and thus may have an adverse impact on the value of the Funds’ investments and performance. In certain cases, an exchange or market may close or issue trading halts on specific securities or the entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its investments.

 

Legislation and Regulatory Activities. At any time after the date of the Prospectus, legislation may be enacted that could negatively affect the shares of the Funds or the issuers of such common stock. Further, changing approaches to regulation may have a negative impact on certain companies represented in the Funds. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Funds or will not impair the ability of the issuers of the common stock held in the Funds to achieve their business goals.

 

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G lossary of Risks

 

The following risks may apply to the Funds. Please consult the Fund's Summary Prospectus and Statutory Prospectus to identify the risks associated with a particular Fund.

 

Concentration risk – The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, the Fund may be subject to greater risks of adverse economic, business or political developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.

 

Industry

Companies within an industry are often faced with the same economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry, and their stock may react similarly and move in unison with these and other market conditions. As a result, stocks within a certain industry in which the Fund invests may be more volatile, and carry greater risk of adverse developments affecting many of the Fund’s holdings, than a mixture of stocks of companies from a wide variety of industries.

 

Geographic

To the extent that the Fund has a significant level of investment in issuers in particular countries or regions, the Fund’s performance is expected to be closely tied to social, political and economic conditions within those countries or regions and to be more volatile than the performance of more geographically diversified funds. The economies and financial markets of certain regions can be highly interdependent and may decline all at the same time. In addition, certain regions are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to environmental events. Such events may have a negative impact on the value of the Fund’s investments in those regions.

 

Security

The Fund’s portfolio may invest in a limited number of securities. As compared to other Funds, this could subject the Fund to additional risk if one of the portfolio securities declines in price, or if certain sectors of the market experience a downturn. It may take additional time to sell all or part of a Fund’s investment in a particular security, and consequently, concentrating portfolio investments may also limit the ability of the Fund to take advantage of other investment opportunities.

 

Currency risk – Investments in foreign currencies, securities that trade in or receive revenues in foreign currencies or derivatives that provide exposure to foreign currencies are subject to the risk that those currencies may decline in value, or, in the case of hedging positions, that the currency may decline in value relative to the currency being hedged. Currency exchange rates can be volatile and may be affected by a number of factors, such as the general economics of a country, the actions (or inaction) of U.S. and foreign governments or central banks, the imposition of currency controls, and speculation. The Fund accrues additional expenses when engaging in currency exchange transactions, and valuation of a Fund’s foreign securities may be subject to greater risk because both the price of the currency (relative to the U.S. dollar) and the price of the security may fluctuate with market and economic conditions. A decline in the value of a foreign currency versus the U.S. dollar reduces the value in U.S. dollars of investments denominated in that foreign currency.

 

Cybersecurity risk Cyber attacks could disrupt daily operations related to trading and portfolio management. In addition, technology disruptions and cyber attacks may impact the operations or securities prices of an issuer or a group of issuers, and thus may have an adverse impact on the value of the Fund’s investments. Cyber attacks on securities markets or the financial services infrastructure could cause market volatility or the failure of critical financial services. Cyber attacks on a Fund’s Sub-Adviser(s) and service providers could cause business failures or delays in daily processing, and the Funds may not be able to issue a NAV per share. As a result, cyber attacks could impact the performance of the Funds. See the “Technology Disruptions” section in this Prospectus.

 

Depositary receipts risk Investments in securities of foreign companies in the form of American depositary receipts (“ADRs”), Global depositary receipts (“GDRs”), and European depositary receipts (“EDRs”) are subject to certain risks. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. EDRs and GDRs typically are issued by foreign banks or trust companies, although they may be issued by U.S. banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or U.S. corporation. Where the custodian or similar financial institution that holds the issuer’s shares in a trust account is located in a country that does not have developed financial markets, a Fund could be exposed to the credit risk of the custodian or financial institution and greater market risk. In addition, the depository institution may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. A Fund would be expected to pay a share of the additional fees, which it would not pay if investing directly in the foreign securities. A Fund may experience delays in receiving its dividend and interest payments or exercising rights as a shareholder.

 

Depositary receipts may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depositary receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Although the U.S. regulatory requirements applicable to ADRs generally are similar

 

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for both sponsored and un-sponsored programs, in some cases it may be easier to obtain financial and other information from an issuer that has participated in the creation of a sponsored program. To the extent the Fund invests in depositary receipts of an un-sponsored program, there may be an increased possibility the Fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer on a timely basis, as the issuers of unsponsored depositary receipts are not obligated to disclose information that is considered material in the U.S.

 

Depositary receipts involve many of the same risks as direct investments in foreign securities. These risks include: fluctuations in currency exchange rates, which are affected by international balances of payments and other economic and financial conditions; government intervention; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depositary receipts that are traded over the counter may also subject a Fund to liquidity risk.

 

Derivatives risk – Certain Funds may invest in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices. Derivatives can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to a number of risks described elsewhere in this section, such as leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject the Fund to counterparty risk.

 

The Fund’s investment manager must choose the correct derivatives exposure versus the underlying assets to be hedged or the income to be generated, in order to realize the desired results from the investment. The Fund’s investment manager must also correctly predict price, credit or their applicable movements, during the life of a derivative, with respect to the underlying asset in order to realize the desired results from the investment.

 

The Fund could experience losses if its derivatives were poorly correlated with its other investments, or if the Fund were unable to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives. The value of derivatives may fluctuate more rapidly than other investments, which may increase the volatility of the Fund, depending on the nature and extent of the derivatives in the Fund’s portfolio.

 

If the Fund’s investment manager uses derivatives in attempting to manage or “hedge” the overall risk of the portfolio, the strategy might not be successful and the Fund may lose money. To the extent that the Fund is unable to close out a position because of market illiquidity or counterparty default, the Fund may not be able to prevent further losses of value in its derivatives holdings and the Fund’s liquidity may be impaired to the extent that it has a substantial portion of its otherwise liquid assets marked as segregated on its books to cover its obligations under such derivative instruments.

 

The Fund may also be required to take or make delivery of an underlying instrument that the manager would otherwise have attempted to avoid. Investors should bear in mind that, while a Fund may intend to use derivative strategies on a regular basis, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost or other factors.

 

The Fund’s use of derivative instruments may involve risks different from, or possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Certain derivative transactions may have a leveraging effect on the Fund. For example, a small investment in a derivative instrument may have a significant impact on the Fund’s exposure to interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivative instrument may cause an immediate and substantial loss or gain. The Fund may engage in such transactions regardless of whether the Fund owns the asset, instrument or components of the index underlying the derivative instrument. The Fund may invest a portion of its assets in these types of instruments, which could cause the Fund’s investment exposure to exceed the value of its portfolio securities and its investment performance could be affected by securities it does not own.

 

The U.S. Government has enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The CFTC, SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). While certain of the rules are effective, other rules are not yet final and/or effective, so its ultimate impact remains unclear. The Dodd-Frank Act substantially increased regulation of the over-the-counter derivatives market and participants in that market, imposing various requirements on transactions involving instruments that fall within the Dodd-Frank Act’s definition of “swap” and “security-based swap.” It is possible that government regulation of various types of derivative instruments could potentially limit or completely restrict the ability of a Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which a Fund engages in derivative transactions could also prevent a Fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change availability of certain investments.

 

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The CFTC and certain futures exchanges have established limits, referred to as “position limits,” on the maximum net long or net short positions which any person or entity may hold or control in particular options and futures contracts (and certain related swap positions). All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded and, as a result, the investment manager’s trading decisions may have to be modified or positions held by a Fund may have to be liquidated in order to avoid exceeding such limits. Even if the Fund does not intend to exceed applicable position limits, it is possible that different clients managed by the investment manager or its affiliates may be aggregated for this purpose. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the profitability of the Fund.

 

Under the Dodd-Frank Act, a Fund also may be subject to additional recordkeeping and reporting requirements. In addition, the tax treatment of certain derivatives, such as swaps, is unclear under current law and may be subject to future legislation, regulation or administrative pronouncements issued by the IRS. Other future regulatory developments may also impact a Fund’s ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which a Fund itself is regulated. The investment manager cannot predict the effects of any new governmental regulation that may be implemented or the ability of a Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation will not adversely affect a Fund’s ability to achieve its investment objective.

 

Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

 

European investment risk – Investing in Europe involves many of the same risks as investing in foreign securities generally. In addition, investing in Europe poses some unique risks. Europe includes both developed and emerging markets and investments by a Fund will be subject to the risks associated with investments in such markets. Most developed countries in Western Europe are members of the European Union (“EU”) and many are also members of the European Economic and Monetary Union (“EMU”). The EU is an economic and political union of most western European countries and a growing number of eastern European countries. One of the key mandates of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency and a common trade policy. In order to pursue this goal, member states established the EMU, which sets out different stages and commitments that member states need to follow to achieve greater economic and monetary policy coordination, including the adoption of a single currency, the euro. Many member states have adopted the euro as their currency and, as a result, are subject to the monetary policies of the European Central Bank (“ECB”). Performance is expected to be closely tied to social, political, security, and economic conditions within Europe and to be more volatile than the performance of more geographically diversified funds. Recent security concerns related to immigration, war and geopolitical risk, and terrorism could have a negative impact on the EU and investments within EU countries.

 

The global economic crisis of the past several years has caused severe financial difficulties for many EU countries, pushing some to the brink of insolvency and causing others to experience recession, large public debt, restructuring of government debt, credit rating downgrades and an overall weakening of banking and financial sectors. Some of those countries have depended on, and may continue to be dependent on, the assistance from others such as the ECB, the International Monetary Fund, or other governments and institutions to address those issues. Failure by one or more EU countries to implement reforms or attain a certain performance level imposed as a condition of assistance, or an insufficient level of assistance, could deepen or prolong the economic downturn which could have a significant adverse effect on the value of investments in those and other European countries. By adopting the euro as its currency, members of the EMU are subject to fiscal and monetary controls that could limit to some degree the ability to implement their own economic policies. Additionally, EMU member countries could voluntarily abandon the euro or involuntarily be forced out of the euro, including by way of a partial or complete dissolution of the monetary union. The effects of such outcomes on the rest of the Eurozone and global markets as a whole are unpredictable, but are likely to be negative, including adversely impacted market values of Eurozone and various other securities and currencies, redenomination of certain securities into less valuable local currencies, and more volatile and illiquid markets. Under such circumstances, investments denominated in euros or replacement currencies may be difficult to value, the ability to operate an investment strategy in connection with euro-denominated securities may be significantly impaired and the value of euro-denominated investments may decline significantly and unpredictably.

 

Additionally, the United Kingdom's intended withdrawal from the EU, commonly known as “Brexit,” may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the United Kingdom and the EU. There may also be similar Brexit movements in other EU countries, which could impact the economic, security, and political fabric of the EU. It remains unclear whether a negotiated withdrawal agreement can be reached. Brexit has already resulted in

 

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significant volatility in European and global financial markets and uncertainty about the integrity and functioning of the EU, both of which may persist for an extended period of time.

 

Exchange-traded funds investing risk Most exchange-traded funds (“ETFs”) are investment companies whose shares are purchased and sold on a securities exchange. Generally, an ETF represents a portfolio of securities designed to track a particular market segment or index. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETFs’ shares beyond the statutory limitations, subject to certain conditions. A Fund may rely on these exemptive orders to invest in unaffiliated ETFs. An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

 

In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. As with traditional mutual funds, ETFs charge asset-based fees. The Funds will indirectly pay a proportional share of the asset-based fees of the ETFs in which the Funds invest. During periods of market volatility, there may be delays in the pricing of ETFs, and ETF exchange-traded prices may also be subject to volatility, which could cause the Fund to lose money.

 

Expense risk Fund expenses are subject to a variety of factors, including fluctuations in the Fund’s net assets. Accordingly, actual expenses may be greater or less than those indicated in the Fund’s Prospectus. For example, to the extent that the Fund’s net assets decrease due to market declines or redemptions, the Fund’s expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund’s expense ratio could be significant.

 

Financial services risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework; (ii) interest rate changes that may negatively affect financial service businesses; (iii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iv) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (v) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 

Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements.

 

Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance. In addition, foreign regulatory requirements may increase the cost of transactions in certain countries, and may increase Fund legal and compliance costs.

 

Foreign securities risk – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities and foreign issuers may not be subject to the same accounting, auditing and financial recordkeeping standards and requirements as domestic issuers. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position. Such factors may adversely affect the value of securities issued by companies in foreign countries or regions.

 

Investments in, or exposure to, foreign securities could be affected by restrictions on receiving the investment proceeds from a foreign country, confiscatory foreign tax laws, and potential difficulties in enforcing contractual obligations. Transactions may be subject to less efficient settlement practices, including extended clearance and settlement periods. Foreign accounting may be less revealing than U.S. accounting practices and regulation may be inadequate or irregular. Investments in, or exposure to, emerging market countries

 

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and/or their securities markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in, or exposure to, emerging market countries.

 

Forward and futures contract risk The successful use of forward and futures contracts draws upon the investment manager’s skill and experience with respect to such instruments and are subject to special risks including, but not limited to: (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; (ii) possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the investment manager’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (v) the possibility that the counterparty, clearing member or clearinghouse will default in the performance of its obligations; and (vi) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.

 

Index investing risk A Fund’s indexing strategy does not attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. Market fluctuations can cause the performance of an index to be significantly influenced by a small number of companies. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, performance of an index may be lower than the performance of funds that actively invest in stocks that comprise the index. Should a Fund engage in index sampling, the performance of the securities selected may not match the performance of the relevant index for a number of reasons, including, but not limited to: the Fund’s expenses, which the index does not bear; changes in securities markets; changes in the composition of the index; the size of the portfolio; the timing of purchases and redemptions of the Fund’s shares; and the costs and investment effects of reallocating a portion of the portfolio to comply with the diversification requirements under the Code. Certain regulatory limitations, such as Fund diversification requirements or foreign regulatory ownership requirements, may limit the ability of a Fund to completely replicate an index.

 

Investment strategy risk – The investment manager uses the principal investment strategies and other investment strategies to seek to achieve the Fund’s investment objective. Investment decisions made by the investment manager in accordance with these investment strategies may not produce the returns the investment manager expected, and may cause the Fund’s shares to decline in value or may cause the Fund to underperform other funds with similar investment objectives.

 

Investment style risk – The returns from a certain investment style may be lower than the returns from the overall stock market. For example, value funds typically emphasize stocks whose prices are below-average in comparison to earnings and book value, although they may yield above-average dividends. A value stock may not increase in price if other investors fail to recognize the company’s value or the factors that are expected to increase the price of the security do not occur. As another example, growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth stock prices frequently reflect projections of future earnings or revenues, and if earnings growth expectations are not met, their stock prices will likely fall, which may reduce the value of a Fund’s investment in those stocks. Over market cycles, different investment styles may sometimes outperform other investment styles (for, example, growth investing may outperform value investing).

 

Large-capitalization investing risk – Large-capitalization stocks as a group could fall out of favor with the market, which may cause the Fund to underperform funds that focus on other types of stocks. In addition, larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer preferences. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

License termination risk – The Fund may rely on licenses from a third party (licensor) that permit the Fund to use that party’s intellectual property in connection with the Fund’s name and/or investment strategies. The license may be terminated by the licensor, and as a result the Fund may lose its ability to use the licensed name or strategy, or receive important data from the licensor. Accordingly, a license may have a significant effect on the future operation of the Fund, including the need to change the investment strategy.

 

Limited management, trading cost and rebalance risk – Investing primarily according to specific, mechanical criteria and applied on a specific date each year may prevent a Fund from responding to market fluctuations, or changes in the financial condition or business prospects of the selected companies during the year. As a result of this investment strategy, the Fund may be subject to increased risk if one of the selected stocks declines in price or if certain sectors of the market, or economy, experience downturns. This investment strategy may also prevent taking advantage of trading opportunities that may be available to other funds.

 

Liquidity risk – Investments in securities that are difficult to purchase or sell (illiquid or thinly traded securities) may reduce returns if the Fund is unable to sell the securities at an advantageous time or price or achieve its desired level of exposure to a certain sector. An “illiquid investment” is defined as an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or disposition significantly changing the market value of the investment. Liquidity risk arises, for example, from small average trading volumes, trading restrictions, or temporary suspensions of trading. In times of market volatility, certain securities or classes of securities may become illiquid. Government or regulatory actions may

91

decrease market liquidity, and the liquidity for certain securities. Small-capitalization companies and companies domiciled in emerging markets pose greater liquidity and price volatility risks. Certain securities that were liquid when purchased may later become illiquid or less liquid, particularly in times of overall economic distress. Illiquid securities may also be difficult to value, may be required to be fair valued according to the valuation procedures approved by the Board, and may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Liquidity risk may also refer to the risk that the Fund will not be able to meet requests to redeem shares issued by a Fund without significant dilution of remaining investors’ interests in the Fund because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions. In addition, although the fixed-income securities markets have grown significantly in the last few decades, regulations and business practices have led some financial intermediaries to curtail their capacity to engage in trading (i.e., “market making”) activities for certain debt securities. As a result, dealer inventories of fixed-income securities, which provide an indication of the ability of financial intermediaries to make markets in fixed-income securities, are at or near historic lows relative to market size. Because market makers help stabilize the market through their financial intermediary services, further reductions in dealer inventories could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets.

 

Market risk – Stock market risk refers to the fact that stock (equity securities) prices typically fluctuate more than the values of other types of securities, typically in response to changes in the particular company’s financial condition and factors affecting the market in general. Over time, the stock market tends to move in cycles, with periods when stock prices rise, and periods when stock prices decline. A slower-growth or recessionary economic environment could have an adverse effect on the price of the various stocks held by the Fund. Consequently, a broad-based market drop may also cause a stock’s price to fall.

 

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

 

Portfolio securities may also decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, or due to factors affecting particular industries represented in the securities markets, such as competitive conditions. Changes in the financial condition of a single issuer can impact a market as a whole, and adverse market conditions may be prolonged and may not have the same impact on all types of securities. In addition, the markets may not favor a particular kind of security, including equity securities or bonds. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

 

Mid-capitalization investing risk – The prices of securities of mid-capitalization companies tend to fluctuate more widely than those of larger, more established companies. Mid-capitalization companies may have limited product lines, markets or financial resources or may depend on the expertise of a few people and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. Securities of such issuers may lack sufficient market liquidity to effect sales at an advantageous time or without a substantial drop in price.

 

Non-diversification risk – The Fund is non-diversified. As such, the Fund may invest in a limited number of issuers. Under a definition provided by the Investment Company Act of 1940, as amended (the “1940 Act”), non-diversified funds may invest in fewer securities, or in larger proportions of the securities of single companies or industries. If these securities were to decline in value, there could be a substantial loss of the investment. In addition, because of the investment strategies, the Fund may hold a smaller number of issuers than if it were “diversified.” There is increased risk in investing in a smaller number of different issuers than there is in investing in a larger number of issuers since changes in the financial condition or market status of a single issuer may cause greater fluctuation in a non-diversified portfolio with respect to total return and share price.

 

Passive investment risk – The Fund is not actively managed. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends. Additionally, an index relies on various third-party sources of information to assess the criteria of issuers included in an index, including information that may be based on assumptions and estimates. Errors in index data, index computations, or the construction of an index in accordance with its methodology may occur from time to time and may not be identified and corrected by an index provider for a period of time or at all, which may have an adverse impact on the Fund and its performance. The Fund, an index provider, and the Adviser do not offer assurances that an index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or a correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an index.

 

Portfolio turnover risk – Frequent changes in the securities held by a Fund, including investments made on a shorter-term basis or in derivative instruments or in instruments with a maturity of one year or less at the time of acquisition, may increase transaction costs, which may reduce performance.

 

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Redemption risk – Large redemption activity could result in the Fund being forced to sell portfolio securities at a loss or before the Adviser or Sub-Adviser would otherwise decide to do so. Large redemption activity in the Fund may also result in increased expense ratios, higher levels of realized capital gains or losses with respect to the Fund's portfolio securities, higher brokerage commissions, and other transaction costs. It could be difficult for a Fund to meet large redemption requests where there is minimal liquidity in the Fund’s portfolio securities.

 

Regulatory investment limits risk – The U.S. “Federal Securities Laws” may limit the amount a Fund may invest in certain securities. These limits may be Fund specific or they may apply to the investment manager. As a result of these regulatory limitations under the Federal Securities Laws and the asset management and financial industry business activities of the investment manager and its affiliates, the investment manager and the Fund may be prohibited from or limited in effecting transactions in certain securities. The investment manager and the Fund may encounter trading limitations or restrictions because of aggregation issues or other regulatory requirements. The Federal Securities Laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These regulatory investment limits may increase the Funds’ expenses and may limit the Funds’ performance.

 

Sector risk – Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment, or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the portfolio managers’ choice of securities within such sector.

 

Air transportation sector risk – The air transportation sector can be significantly affected by competition within the industry, domestic and foreign economies, government regulation, labor relations, terrorism, and the price of fuel. Airline deregulation has substantially diminished the government’s role in the air transport sector while promoting an increased level of competition. However, regulations and policies of various domestic and foreign governments can still affect the profitability of individual carriers as well as the entire industry.

 

Financial services sector risk – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii) exposure of a financial institution to a non - diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

 

Gold-mining companies sector risk – An investment in issuers in the gold-mining sector may be susceptible to financial, economic, political or market events, as well as government regulation, impacting the gold industry. Fluctuations in the price of gold often dramatically affect the profitability of companies in the gold-mining sector.

 

Health care sector risk – An investment in issuers in the health care sector may be adversely affected by government regulations and government health care programs and increases or decreases in the cost of medical products and services. Health care companies are heavily dependent on patent protection and the expiration of a patent may adversely affect their profitability. Health care companies are also subject to extensive litigation based on product liability and similar claims. Regulatory approvals are generally required before new drugs and medical devices or procedures may be introduced and before the acquisition of additional facilities by health care providers, all of which may be time consuming and costly with no guarantee that any product will come to market. Health care companies are also subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. Health care companies may also be thinly capitalized and susceptible to product obsolescence.

 

Infrastructure companies sector risk Securities and instruments of infrastructure companies are more susceptible to adverse economic or regulatory occurrences affecting their industries. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Infrastructure companies may also be affected by or subject to: regulation by various government authorities; government regulation of rates charged to customers; service interruption due to environmental, operational or other mishaps; the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; and general changes in market sentiment toward infrastructure and utilities assets. Other factors that may affect the operations of infrastructure-related companies include innovations in technology, significant changes to the number of ultimate end-users of a company’s products, increased susceptibility to terrorist acts or political actions, risks of environmental damage due, and general changes in market sentiment toward infrastructure and utilities assets.

 

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Natural resource-related securities risk An investment in natural resource-related securities may be subject to the risks associated with natural resource investments in addition to the general risk of the stock market. Such investments are more vulnerable to the price movements of natural resources and factors that particularly affect the oil, gas, mining, energy, chemicals, paper, steel or agriculture sectors. Such factors may include price fluctuations caused by real and perceived inflationary trends and political developments, the cost assumed by natural resource companies in complying with environmental and safety regulations, changes in supply of, or demand for, various natural resources, changes in energy prices, the success of exploration projects, changes in commodity prices, and special risks associated with natural or man-made disasters. A Fund that invests primarily in companies with natural resource assets is subject to the risk that it may perform poorly during a downturn in natural resource prices.

 

Precious metals-related securities risk Prices of precious metals and of precious metals-related securities historically have been very volatile. The high volatility of precious metal prices may adversely affect the financial condition of companies involved with precious metals. The production and sale of precious metals by governments or central banks or other larger holders can be affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant impact on the prices of precious metals. Other factors that may affect the prices of precious metals and securities related to them include changes in inflation, the outlook for inflation and changes in industrial and commercial demand for precious metals.

 

Utilities sector risk – Utility company securities are particularly sensitive to interest rate movements; when interest rates rise, the stock prices of these companies tend to fall. The continually changing regulatory environment, at both the state and federal level, has led to greater competition in the industry and the emergence of non-regulated providers as a significant part of the industry, which may make some companies less profitable. Companies in the utilities industry may: (i) be subject to risks associated with the difficulty of obtaining adequate returns on invested capital in spite of frequent rate increases and of financing large construction programs during periods of inflation; (ii) face restrictions on operations and increased costs due to environmental and safety regulations, including increased fuel costs; (iii) find that existing plants and equipment or products have been rendered obsolete by technical innovations; (iv) confront challenging environmental conditions, including natural or man-made disasters; (v) tackle difficulties of the capital markets in absorbing utility debt and equity securities; (vi) incur risks associated with the operation of nuclear power plants; and (vii) face the effects of energy conservation and other factors affecting the level of demand for services. Government regulators monitor and control utility revenues and costs, and therefore may limit utility profits. The deregulation of certain utility companies may eliminate restrictions on profits, but may also subject these companies to greater risks of loss. Adverse regulatory changes could prevent or delay utilities from passing along cost increases to customers, which could hinder a utility’s ability to meet its obligations to its suppliers. Furthermore, regulatory authorities, which may be subject to political and other pressures, may not grant future rate increases, or may impose accounting or operational policies, any of which could affect a company's profitability and the value of its securities. In addition, federal, state and municipal governmental authorities may review existing construction projects, and impose additional, regulations governing the licensing, construction and operation of power plants. Any of these factors could result in a material adverse impact on the Fund’s holdings and the performance of the Fund and, to the extent a Fund is concentrated in the utilities sector, any potential material adverse impact may be magnified.

 

Securities lending risk – The Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss or delays in recovery of the loaned security or loss of rights in the collateral if the borrower fails to return the security loaned or becomes insolvent. The Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The Fund may pay lending fees to a party arranging the loan. See the “Lending of Portfolio Securities” section in this Prospectus.

 

Small-capitalization investing risk – Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations. In addition, such securities may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price. Small-capitalization companies often have limited product lines, narrower markets and more limited managerial and financial resources, or may depend on the expertise of a few people, than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of the Fund’s portfolio. Generally, the smaller the company size, the greater these risks become.

 

Tracking error risk – Tracking error is the divergence of the Fund’s performance from that of the Index. The Fund’s return may not match the return of the Index for a number of reasons. Tracking error may occur because of differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index, pricing differences, differences in transaction costs, the Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, tax gains or losses, changes to the Index or the costs to the Fund of complying with various new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the

  

94

Fund incurs fees and expenses, while the Index does not. However, the Fund may be required to deviate its investments from the securities and relative weightings of the Index to comply with the Investment Company Act of 1940, as amended to meet the issuer diversification requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, or as a result of local market restrictions, or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Investment Adviser and its affiliates.

 

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Management of the JNL Variable Fund

 

Under Delaware law and the Company's Certificate of Formation and Operating Agreement, the Company's Board is responsible for managing the business and affairs of the Company.

 

Investment Adviser

 

Jackson National Asset Management, LLC SM (“JNAM ® ” or the “Adviser”), located at 1 Corporate Way, Lansing, Michigan 48951, serves as the investment adviser to the Funds and provides the Funds with professional investment supervision and management under an Investment Advisory and Management Agreement between the JNL Variable Fund and the Adviser. The Adviser is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

The Adviser is a wholly owned subsidiary of Jackson National Life Insurance Company (“Jackson”), a U.S.-based financial services company. Jackson is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom. Prudential plc is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Prudential plc is also the ultimate parent of PPM America, Inc.

 

Under the Investment Advisory and Management Agreement, the Adviser is responsible for managing the affairs and overseeing the investments of the Funds and determining how voting and other rights with respect to securities owned by each Fund will be exercised. The Adviser also provides recordkeeping, administrative and exempt transfer agent services to the Funds and oversees the performance of services provided to each Fund by other service providers, including the custodian and shareholder servicing agent. The Adviser is authorized to delegate certain of its duties with respect to a Fund to a sub-adviser, subject to the approval of the Board, and is responsible for overseeing that Sub-Adviser’s performance. The Adviser is solely responsible for payment of any fees to the Sub-Adviser.

 

The Adviser plays an active role in advising and monitoring each Fund and Sub-Adviser, if any. For those Funds the Adviser directly manages, the Adviser, among other things, implements the investment objective and program by selecting securities and determining asset allocation ranges. When appropriate, the Adviser recommends to the Board potential sub-advisers for a Fund. For those Funds managed by a Sub-Adviser, the Adviser monitors each Sub-Adviser’s Fund management team to determine whether its investment activities remain consistent with the Funds’ investment strategies and objectives. The Adviser also monitors changes that may impact the Sub-Adviser’s overall business, including the Sub-Adviser’s operations and changes in investment personnel and senior management, and regularly performs due diligence reviews of each Sub-Adviser. In addition, the Adviser obtains detailed, comprehensive information concerning each Fund’s and Sub-Adviser’s performance and Fund operations. The Adviser is responsible for providing regular reports on these matters to the Board.

 

The Adviser has selected Mellon as sub-adviser (“Sub-Adviser”) to manage the investment and reinvestment of the assets of the Funds. The Adviser monitors the compliance of the Sub-Adviser with the investment objectives and related policies of each Fund and reviews the performance of the Sub-Adviser and reports periodically on such performance to the Board.

 

A discussion regarding the Board’s basis for approving the Investment Advisory and Management Agreement is available in the Funds’ Annual Report for the period ended December 31, 2018 .

 

As of December 31, 2018 , the Adviser managed approximately $205 billion in assets.

 

Management Fee

As compensation for its advisory services, the Adviser receives a fee from the Company computed separately for each Fund. The fee for each Fund is stated as an annual percentage of the net assets of the Fund. The fee, which is accrued daily and payable monthly, is calculated on the basis of the average net assets of each Fund. Once the average net assets of a Fund exceed specified amounts, the fee is reduced with respect to such excess.

 

The following table shows the advisory fee rate schedule for each Fund as set forth in the Investment Advisory and Management Agreement and the aggregate annual fee each Fund paid to the Adviser for the fiscal year ended December 31, 2018 . Each Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate should the Fund’s average daily net assets exceed specified amounts.

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Fund Assets

Advisory Fee

(Annual Rate Based on Average Daily Net Assets of Each Fund)

Aggregate Annual Fee Paid to Adviser for the Fiscal Year Ended December 31, 2018 (Annual Rate Based on Average Net Assets of Each Fund)
JNL/Mellon Dow SM Index Fund (formerly, JNL/Mellon Capital Dow SM Index Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

0.24%

0.21%

0.18%

0.17%

0.16%

0.15 % 

0.18%
JNL/Mellon MSCI World Index Fund (formerly, JNL/Mellon Capital MSCI World Index Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

 

0. 24%

0.21%

0.18%

0.17%

0.16%

0.15 % 

0.19%
JNL/Mellon Nasdaq ® 100 Index Fund (formerly, JNL/Mellon Capital Nasdaq ® 100 Index Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

 

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%  

0.17%
JNL/Mellon Capital S&P ® SMid 60 Fund

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

 

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%  

0.19%
JNL/Mellon Capital JNL 5 Fund

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion 

 

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%  

0.17%
JNL/Mellon Consumer Discretionary Sector Fund (formerly, JNL/Mellon Capital Consumer Discretionary Sector Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion 

 

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%  

0.18%
JNL/Mellon Energy Sector Fund (formerly, JNL/Mellon Capital Energy Sector Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%

 

0.18%
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Fund Assets

Advisory Fee

(Annual Rate Based on Average Daily Net Assets of Each Fund)

Aggregate Annual Fee Paid to Adviser for the Fiscal Year Ended December 31, 2018 (Annual Rate Based on Average Net Assets of Each Fund)
JNL/Mellon Financial Sector Fund (formerly, JNL/Mellon Capital Financial Sector Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%

 

0.18%
JNL/Mellon Healthcare Sector Fund (formerly, JNL/Mellon Capital Healthcare Sector Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%

 

0.17%
JNL/Mellon Information Technology Sector Fund (formerly, JNL/Mellon Capital Information Technology Sector Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%

 

0.17%
JNL/Mellon Communication Services Sector Fund (formerly, JNL/Mellon Capital Telecommunications Sector Fund )

$0 to $50 million

$50 to $100 million

$100 to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

0.24%

0.21%

0.18%

0.17%

0.16%

0.15%

 

0.22%

 

Investment Sub-Adviser

Mellon Investments Corporation (“Mellon ”) is a corporation organized under the laws of the State of Delaware and is an indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon Corp.”). Mellon is headquartered at BNY Mellon Center, One Boston Place, Boston, Massachusetts 02108.

 

Under the terms of the Sub-Advisory Agreement, Mellon is responsible for supervising and managing the investment and reinvestment of the assets of an assigned Fund and directing the purchase and sale of the Funds’ investment securities, subject to the oversight and supervision of the Adviser and the Board. Mellon formulates a continuous investment program for an assigned Fund consistent with the Fund’s investment strategies, objectives and policies outlined in this Prospectus. Mellon implements such programs through purchases and sales of securities and regularly reports to the Adviser and the Board with respect to the implementation of such programs.

 

As compensation for its sub-advisory services, the Sub-Adviser receives a fee from the Adviser, computed separately for each Fund, stated as an annual percentage of the Fund’s net assets. The SAI contains a schedule of the sub-advisory fee rate for each Fund as set forth in the Sub-Advisory Agreement.

 

A discussion regarding the Board’s basis for approving the Sub-Advisory Agreement is available in the Funds’ Annual Report for the period ended December 31, 2018 .

 

The Adviser and the Company, together with other investment companies of which the Adviser is investment adviser, have received an exemptive order from the SEC (the “Order”) that allows the Adviser to hire, replace, or terminate unaffiliated sub-advisers or materially amend a sub-advisory agreement with an unaffiliated sub-adviser with the approval of the Board, but without the approval of shareholders. Under the terms of the Order, if a new sub-adviser is hired by the Adviser, the affected Fund will provide shareholders with information about the new sub-adviser and new sub-advisory agreement within ninety (90) days of the change. The Order allows the Funds to operate more efficiently and with greater flexibility. The shareholders approved the application of this order to the Funds at a meeting held on December 1, 2003.

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The Adviser does not expect to recommend frequent changes of Sub-Advisers. Although the Adviser will monitor the performance of the Sub-Advisers, there is no certainty that any Sub-Adviser or Funds will obtain favorable results at any given time.

 

Portfolio Manager(s)

Mellon supervises and manages the investment portfolio of the Fund and directs the purchase and sale of the Fund’s investment securities. Mellon utilizes teams of investment professionals acting together to manage the assets of the Fund. The team meets regularly to review portfolio holdings and to discuss purchase and sale activity. The team adjusts holdings in the portfolio as they deem appropriate in the pursuit of the Fund’s investment objectives. The individual members of the team who are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio are:

 

Karen Q. Wong, CFA is a Managing Director, Equity Portfolio Management at Mellon . Ms. Wong has been a manager of the Fund since its inception. Ms. Wong joined Mellon in 2000 as an associate portfolio manager. In 2001 , she was promoted to a senior associate, in 2003 to an assistant vice president, in 2004 to a vice president, in 2006 to a director and in 2007 to managing director. Ms. Wong is the head of equity portfolio management responsible for overseeing all passive equity funds, including exchange traded funds. Ms. Wong holds a M.B.A . from San Francisco State University and has been working in the investment industry since 1999. Ms. Wong is a member of the CFA Institute and the CFA Society of San Francisco.

 

Richard A. Brown, CFA, is a Managing Director, Equity Portfolio Management at Mellon . Mr. Brown holds an M.B.A. from California State University at Hayward. Mr. Brown joined Mellon in 1995 as senior associate portfolio manager, was promoted to vice president in 1998, and to his current position in 2014. Mr. Brown heads a team of portfolio managers covering domestic and international passive equity funds. Mr. Brown has been working in the investment industry since 1995. Mr. Brown is a member of CFA Institute and the CFA Society of San Francisco. Mr. Brown has been a manager of the Fund since its inception.

 

Thomas Durante, CFA, Managing Director, Equity Portfolio Management has been at Mellon since 2000. Mr. Durante holds a B.A. degree from Fairfield University in Accounting. Mr. Durante has been working in the investment industry since 1982. Mr. Durante heads a team of portfolio managers covering domestic and international passive equity funds. Prior to joining Mellon , he worked in the fund accounting department for Dreyfus. Mr. Durante is a member of the CFA Institute and the CFA Society of Pittsburgh. Mr. Durante has been a manager of the Fund since its inception.

 

Ms. Wong, Mr. Brown, and Mr. Durante review trades proposed by the portfolio managers, review and monitor accounts, and approve corporate action responses for all domestic and international equity indexing funds.

 

Ms. Wong, Mr. Brown, and Mr. Durante play equal roles with respect to the management of the Fund and each has the authority to approve transactions to the Fund.

 

The SAI provides additional information about a portfolio manager’s compensation, other accounts managed, and ownership of securities in the Fund(s).

 

Administrator

 

JNAM serves as the administrator to the Funds. JNAM, in its capacity as administrator, provides or procures, at its own expense, certain legal, audit, fund accounting, custody (except overdraft and interest expense), printing and mailing, and other administrative services necessary for the operation of the Funds. In addition, JNAM, in its capacity as administrator, also pays a portion of the costs of the Funds’ Chief Compliance Officer. In return for these services, each Fund pays JNAM an administrative fee, as outlined below, equal to a certain percentage of the average daily net assets of the Fund’s Class A and Class I shares, accrued daily and paid monthly.

 

Funds Assets

Administrative

Fee

JNL/Mellon Dow SM Index Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon MSCI World Index Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon Nasdaq ® 100 Index Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon Capital S&P ® SMid 60 Fund

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon Capital JNL 5 Fund

$0 to $3 billion

Assets over $3 billion

 

.15 %

.13%

 

99

Funds Assets

Administrative

Fee

JNL/Mellon Communication Services Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13 % 1

 

JNL/Mellon Consumer Discretionary Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon Financial Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon Healthcare Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 

JNL/Mellon Energy Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13 % 1

 

JNL/Mellon Information Technology Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15 % 1

.13% 1

 


1 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class I shares of the Fund. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

Each Fund is responsible for trading expenses including brokerage commissions, interest and taxes, and other non-operating expenses. Each Fund is also responsible for nonrecurring and extraordinary legal fees, interest expenses, registration fees, licensing costs, directors and officers insurance, expenses related to the Funds’ Chief Compliance Officer, and the fees and expenses of the Independent Managers and of independent legal counsel to the Independent Managers (categorized as “Other Expenses” in the fee tables).

 

Distributor

 

Jackson National Life Distributors LLC (“JNLD”), a wholly owned subsidiary of Jackson, is the principal underwriter of the Funds and is responsible for promoting sales of the Funds’ shares. JNLD also is the principal underwriter of the variable annuity insurance products issued by Jackson and its subsidiaries.

 

JNLD and/or an affiliate have the following relationships with the Sub-Adviser and/or its affiliates:

 


JNLD receives payments from the Sub-Adviser to assist in defraying the costs of certain promotional and marketing meetings in which those Sub-Advisers 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.


A brokerage affiliate of JNLD participates in the sales of shares of retail mutual funds advised by the Sub-Adviser and receives commissions and other compensation from them in connection with those activities, as described in the prospectus or statement of additional information for those funds. In addition, JNLD acts as distributor of variable insurance contracts and variable life policies ("Contracts") issued by Jackson and its subsidiary Jackson National Life Insurance Company of New York ("Jackson NY"). The compensation consists of commissions, trail commissions, and other compensation or promotional incentives as described in the Prospectus or statement of additional information for the Contracts.

 

Classes of Shares

 

The JNL Variable Fund adopted a multi-class plan pursuant to Rule 18f-3 under the 1940 Act. Under the multi-class plan, each Fund has two classes of shares (Class A and Class I).

 

The Class A shares of each Fund are subject to a Rule 12b-1 fee equal to 0.30% of the Fund’s average daily net assets attributable to Class A shares. Class I shares are not subject to a Rule 12b-1 fee.

 

Under the multi-class structure, the Class A shares and Class I shares of each Fund represent interests in the same portfolio of securities and are substantially the same except for “class expenses.” The expenses of each Fund are borne by each Class of shares based on the net assets of the Fund attributable to each class, except that class expenses are allocated to the appropriate class. “Class

100

expenses” include any distribution, administrative or service expense allocable to that class, pursuant to the 12b-1 Plan described below, and any other expenses that JNAM determines, subject to ratification or approval by the Board, to be properly allocable to that class, including: (i) printing and postage expenses related to preparing and distributing to the shareholders of a particular class (or contract owners of variable contracts funded by shares of such class) materials such as Prospectuses, shareholder reports and (ii) professional fees relating solely to one class.

 

Rule 12b-1 Plan

 

All of the Funds have adopted a distribution plan in accordance with the provisions of Rule 12b-1 under the 1940 Act. Effective July 1, 2017, the Funds adopted an Amended and Restated Distribution Plan (“Amended Plan”).

 

The Board, including all of the Independent Managers, must approve, at least annually, the continuation of the Amended Plan. Under the Amended Plan, each Fund pays a Rule 12b-1 fee to JNLD, as principal underwriter, at an annual rate of 0.30% of the Fund’s average daily net assets attributed to Class A shares, as compensation for distribution, administrative or other service activities incurred by JNLD and its affiliates with respect to Class A shares. Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. To the extent consistent with applicable law and the Amended Plan, JNLD may use the Rule 12b-1 fee to compensate broker-dealers, administrators, financial intermediaries or others for providing or assisting in providing distribution and related additional services.

 

The Amended Plan was approved by shareholders holding Class A shares of the Funds at a special meeting of shareholders held on June 22, 2017.

 

Investment in Fund Shares

 

Shares of the Funds are presently offered only to separately managed accounts of Jackson (1 Corporate Way, Lansing, Michigan 48951) and Jackson National Life Insurance Company of New York (“Jackson NY”) (2900 Westchester Avenue, Purchase, New York 10577) (collectively, “Separate Accounts”) to fund the benefits under certain variable insurance contracts and variable life insurance policies (collectively, “Contracts”), to unqualified retirement plans, and to other regulated investment companies. The Separate Accounts, through their various sub-accounts that invest in designated Funds, purchase the shares of the Funds at their NAV using premiums received on Contracts issued by the insurance company. Shares of the Funds are not available to the general public for direct purchase.

 

Purchases are effected at NAV next determined after the purchase order is received by JNAM as the Funds’ transfer agent in proper form. There is no sales charge.

 

Certain of the Funds are managed by a sub-adviser who manages publicly available mutual funds that have similar names and investment objectives. While some of the Funds may be similar to or modeled after publicly available mutual funds, Contract purchasers should understand that the Funds are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any corresponding Fund may differ substantially.

 

The price of each Fund’s shares is based on its NAV. The NAV of a Fund’s shares is generally determined by the Adviser once each day on which the New York Stock Exchange (“NYSE”) is open (a “Business Day”) at the close of the regular trading session of the NYSE (normally 4:00 p.m . Eastern Time, Monday through Friday). However, calculation of the Fund’s NAV may be suspended on days determined by the Board in times of emergency or market closure as determined by the SEC. The NAV per share of each Fund is calculated by adding the value of all securities and other assets of a Fund, deducting its liabilities, and dividing by the number of shares outstanding. To the extent circumstances prevent the use of the primary calculation methodology previously described, the Adviser may use alternative methods to calculate the NAV. Generally, the value of exchange -listed or exchange-traded securities is based on their respective market prices, bonds are valued based on prices provided by an independent pricing service and short-term debt securities are valued at amortized cost, which approximates market value.

 

Foreign securities are normally priced using data reflecting the closing of the principal markets or market participants for those securities, which may be earlier than the NYSE close. Information that becomes known to the Funds or its agents after the NAV has been calculated on a particular day will not normally be used to retroactively adjust the price of a security or the NAV determined earlier that day.

 

The Board has adopted procedures pursuant to which the Adviser may determine, subject to Board oversight, the “fair value” of a security for which a current market price is not available or the current market price is considered unreliable or inaccurate. Under these procedures, the “fair value” of a security generally will be the amount, determined by the Adviser in good faith, that the owner of such security might reasonably expect to receive upon its current sale.

 

The Board has established a valuation committee to review fair value determinations pursuant to the JNL Variable Fund’s “ Valuation Guidelines.” The valuation committee will also review the value of restricted securities, securities and assets for which a current

101

market price is not readily available, and securities and assets for which there is reason to believe that the most recent market price does not accurately reflect current value (e.g. disorderly market transactions).

 

A Fund may invest in securities primarily listed on foreign exchanges and that trade on days when the Fund does not price its shares. As a result, a Fund’s NAV may change on days when shareholders are not able to purchase or redeem the Fund’s shares.

 

Because the calculation of a Fund’s NAV does not take place contemporaneously with the determination of the closing prices of the majority of foreign portfolio securities used in the calculation, there exists a risk that the value of foreign portfolio securities will change after the close of the exchange on which they are traded, but before calculation of the Fund’s NAV (“time-zone arbitrage”). Accordingly, the JNL Variable Fund’s procedures for valuing of portfolio securities also authorize the Adviser, subject to Board oversight, to determine the “fair value” of such foreign securities for purposes of calculating a Fund’s NAV. The Adviser will “fair value” foreign securities held by the Fund if it determines that a “significant event” has occurred subsequent to the close of trading in such securities on the exchanges or markets on which the securities owned by a Fund principally are traded, but prior to the time of the Fund’s NAV calculation , which reasonably can be expected to affect the value of such security. Under the JNL Variable Fund’s valuation procedures , a “significant event” affecting a single issuer might include, but is not limited to, an announcement by the issuer, a competitor, a creditor, a major holder of the issuer’s securities, a major customer or supplier, or a governmental, regulatory or self-regulatory authority relating to the issuer, the issuer’s products or services, or the issuer’s securities, and a “significant event” affecting multiple issuers might include, but is not limited to, a substantial price movement in other securities markets, an announcement by a governmental, regulatory or self-regulatory authority relating to securities markets, political or economic matters, or monetary or credit policies, a natural disaster such as an earthquake, flood or storm, or the outbreak of civil strife or military hostilities. A “significant event” affecting multiple issuers might also include, but is not limited to, a substantial price movement in other securities markets, an announcement by a governmental, regulatory or self-regulatory authority relating to securities markets, political or economic matters, or monetary or credit policies, a natural disaster such as an earthquake, flood or storm, or the outbreak of civil strife or military hostilities. When fair valuing foreign equity securities, the Adviser adjusts the closing prices of foreign portfolio equity securities, based upon an adjustment factor for each such security provided by an independent pricing service, in order to reflect the “fair value” of such securities for purposes of determining a Fund’s NAV.

 

These procedures seek to minimize the opportunities for “time zone arbitrage” in Funds that invest all or substantial portions of their assets in foreign securities, thereby seeking to make those Funds significantly less attractive to “market timers” and other investors who might seek to profit from time zone arbitrage and seeking to reduce the potential for harm to other Fund investors resulting from such practices. However, these procedures may not completely eliminate opportunities for time zone arbitrage because it is not possible to predict in all circumstances whether post-closing events will have a significant impact on securities prices.

 

All investments in the JNL Variable Fund are credited to the shareholder’s account in the form of full and fractional shares of the designated Fund (rounded to the nearest 1/1000 of a share). The JNL Variable Fund does not issue share certificates.

 

“Market Timing” Policy

 

Fund shares may only be purchased by Separate Accounts of Jackson and Jackson NY, those insurance companies themselves, non- qualified retirement plans and certain other regulated investment companies.

 

The interests of a Fund’s long-term shareholders may be adversely affected by certain short-term trading activity by other contract owners invested in separate accounts of Jackson and Jackson NY that invest in the Fund. Such short-term trading activity, when excessive, has the potential to, among other things, compromise efficient portfolio management, generate transaction and other costs, and dilute the value of Fund shares held by long-term shareholders. This type of excessive short-term trading activity is referred to herein as “market timing.” The Funds are not intended to serve as vehicles for market timing. The Board has adopted policies and procedures with respect to market timing.

 

The Funds, directly and through its service providers, and the insurance company and qualified retirement plan service providers (collectively, “service providers”) take various steps designed to deter and curtail market timing with the cooperation of the insurance companies who invest in the Funds. For example, in the event of a round trip transfer, complete or partial redemptions by a shareholder from a sub-account investing in a Fund is permitted; however, once a complete or partial redemption has been made from a sub-account that invests in a Fund, through a sub-account transfer, shareholders will not be permitted to transfer any value back into that sub-account (and corresponding Fund) within fifteen (15) calendar days of the redemption. The Funds will treat as short-term trading activity any transfer that is requested into a sub-account that was previously redeemed within the previous fifteen (15) calendar days, whether the transfer was requested by the shareholders or a third party authorized by the shareholder.

 

In addition to identifying any potentially disruptive trading activity, the Funds’ Board has adopted a policy of “fair value” pricing to discourage investors from engaging in market timing or other excessive trading strategies for international Funds.

 

The Funds' “fair value” pricing policy applies to all Funds where a significant event (as described above) has occurred. The Funds' “fair value” pricing policy is described under “Investment in Fund Shares” above.

102

The policies and procedures described above are intended to deter and curtail market timing in the Fund. However, there can be no assurance that these policies, together with those of Jackson, Jackson NY and any other insurance company that may invest in the Funds in the future, will be totally effective in this regard. The Funds rely on Jackson and Jackson NY to take the appropriate steps, including daily monitoring of separate account trading activity, to further deter market timing. If they are ineffective, the adverse consequences described above could occur.

 

A description of Jackson’s anti-market timing policies and procedures can be found in the appropriate variable insurance contract Prospectus (the “Separate Account Prospectus”). The rights of the Separate Accounts to purchase and redeem shares of a Fund are not affected by any Fund’s anti-market timing policies if they are not in violation of the Separate Accounts’ anti-market timing policies and procedures.

 

Disclosure of Portfolio Securities

 

A description of each Fund’s policies and procedures relating to disclosure of portfolio securities is available in the Funds’ SAI and at www.jackson.com .

 

Redemption of Fund Shares

 

A Separate Account redeems shares of a Fund to make benefit or withdrawal payments under the terms of its Contracts. Redemptions typically are processed on any day on which the JNL Variable Fund and the NYSE are open for business and are effected at net asset value next determined after the redemption order is received by JNAM, the Funds’ transfer agent, in proper form.

 

The JNL Variable Fund may suspend the right of redemption only under the following circumstances:

 


When the NYSE is closed (other than weekends and holidays) or trading is restricted;


When an emergency exists, making disposal of portfolio securities or the valuation of net assets not reasonably practicable; or


During any period when the SEC has by order permitted a suspension of redemption for the protection of shareholders.

 

The Funds typically expect that a Fund will hold cash or cash equivalents to meet redemption requests. The Funds may also use the proceeds of orders to purchase Fund shares or the proceeds from the sale of portfolio securities to meet redemption requests, if consistent with the management of the Fund. These redemption methods will be used regularly and may also be used in stressed market conditions. The Funds have in place a line of credit intended to provide short-term financing, if necessary, subject to certain conditions, in connection with stressed market conditions or atypical redemption activity. The Funds, pursuant to an exemptive order issued by the SEC and a master Interfund Lending agreement, also have the ability to lend or borrow money for temporary purposes directly to or from one another.

 

In the case of a liquidity event, a Fund's share price and/or returns may be negatively impacted. If a liquidity event occurs, the Adviser will notify the Board of the liquidity event and take corrective action. Corrective action may include, among other things, use of the Fund's line of credit or Interfund Lending Program.

 

Tax Status

 

General

The Company is a limited liability company formed under the Delaware Limited Liability Company Act (“Act”). The Company consists of Funds that are either treated for U.S. federal income tax purposes as corporations that intend to qualify and be eligible for treatment as regulated investment companies (“Regulated Investment Company Funds”) or partnerships (“Partnership Funds ”).

 

Dividends from net investment income and distributions from net realized capital gains, if any, are declared and distributed at least annually to shareholders of the Regulated Investment Company Funds. Such distributions from net realized capital gains are distributed to the extent they exceed available capital loss carryforwards.

 

Dividends and other distributions by a Fund, if any, are automatically reinvested at net asset value in shares of the distributing Fund, unless otherwise requested by a shareholder. There are no fees or sales charges on reinvestments.

 

Regulated Investment Company Funds

Each Regulated Investment Company Fund (for purposes of this section, a “Fund”) intends to qualify and be eligible for treatment as a “regulated investment company” under Subchapter M of the Internal Revenue Code. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. Each Fund intends to distribute all its net investment income and net realized capital gains, if any, to shareholders no less frequently than annually and, therefore, does not expect to be required to pay any federal income or excise taxes. However, a Fund’s failure to qualify and be eligible for treatment as a regulated investment company would result in fund-level taxation, and consequently, a reduction in income available for distribution to shareholders.

103

Each Fund is treated as a separate corporation for purposes of the Internal Revenue Code. Therefore, the assets, income, and distributions of each Fund are considered separately for purposes of determining whether or not the Fund qualifies as a regulated investment company.

 

Partnership Funds

Effective January 1, 2019, the Board of Managers approved the following Funds to change their U.S. federal income tax status from a regulated investment company to a partnership:

 

JNL/Mellon Nasdaq ® 100 Index Fund   JNL/Mellon Healthcare Sector Fund
JNL/Mellon Communication Services Sector Fund JNL/Mellon Energy Sector Fund
JNL/Mellon Consumer Discretionary Sector Fund JNL/Mellon Information Technology Sector Fund
JNL/Mellon Financial Sector Fund  
   

Effective April 24, 2017, the Board approved the JNL/Mellon Dow SM Index Fund to change its U.S. federal income tax status from a disregarded entity to a partnership.

 

Each Partnership Fund (for purposes of this section, a “Fund”) expects to be treated as a partnership that is not a “publicly traded partnership” for U.S. federal income tax purposes. If a Fund were not to qualify for such treatment, such Fund could be subject to U.S. federal income tax at the Fund level, which would reduce the value of an investment in such Fund.

 

As a partnership that is not a “publicly traded partnership,” each Fund is generally not itself subject to U.S. federal income tax. Instead, each shareholder will be required to take into account for U.S. federal income tax purposes its allocable share of such Fund’s income, gains, losses, deductions, credits, and other tax items, without regard to whether such shareholder has received or will receive corresponding distributions from such Fund.

 

Special Considerations for Separate Accounts of Insurance Companies (all Funds)

The interests in each Fund are owned by separate accounts of participating insurance companies, qualified pension and retirement plans, and certain other eligible persons or plans permitted to hold shares of the Fund pursuant to the applicable Treasury regulations without impairing the ability of participating insurance companies to satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code. Provided certain requirements are met, distributions from the Funds, if any, are not taxable to owners of Contracts. Owners of Contracts should consult the applicable Separate Account Prospectus for considerations on tax issues related to the Contracts.

 

The Funds intend to comply with the diversification requirements currently imposed by the Internal Revenue Code and U.S. Treasury regulations thereunder, on separate accounts of insurance companies as a condition of maintaining the favorable tax status of the Contracts issued by Separate Accounts of Jackson and Jackson NY. The Sub-Advisory Agreements require the Funds to be operated in compliance with these diversification requirements. The Sub-Adviser may depart from the investment strategy of a Fund only to the extent necessary to meet these diversification requirements. If a Fund does not meet such diversification requirements, the Contracts could lose their favorable tax treatment and income and gain allocable to the Contracts could be taxable currently to shareholders of the Fund. This could also occur if Contract holders are found to have an impermissible level of control over the investments underlying their Contracts. For more specific information, please refer to the Funds’ SAI.

 

The information provided above is only a summary of the U.S. federal income tax considerations relating to an investment in a Fund. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal, state, local and foreign tax consequences to you of your contract, policy or plan.

 

Financial Highlights

 

The financial highlights table is intended to help you understand each Fund’s financial performance for the past five years or, if shorter, the period of the Fund’s operations. The following table provides selected per share data for one share of each Fund. The total returns in the financial highlights table represent the rate by which an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions) held for the entire period. The information does not reflect any charges imposed under a variable insurance contract. If charges imposed under a variable contract were reflected, the returns would be lower. You should refer to the appropriate variable insurance contract prospectus regarding such charges.

 

The annual information below has been derived from financial statements audited by KPMG LLP, an independent registered public accounting firm, and should be read in conjunction with the financial statements and notes thereto, together with the report of KPMG LLP thereon, in the JNL Variable Fund’s Annual Report, which is available upon request.

104

JNL Variable Fund LLC

Financial Highlights

For a Share Outstanding

 

        Increase (decrease) from
investment operations
  Distributions from         Supplemental data       Ratios(a)    
Period ended Net asset
value, beginning of period($)

Net
investment
income
(loss)($)(b )

( c)

Net realized &
unrealized gains
(losses)($)
Total from
investment
operations($)
  Net investment
income($)
Net realized
gains on
investment
transactions($)
Net asset
value, end
of period($)
Total
return(%)(d)
Net assets,end
of period (in
thousands)($)
Portfolio
turnover
(%)(e)
  Net expenses
to average
net assets(%)(f)
Total
expenses to
average net
assets(%)(f)
Net investment income (loss) to average net assets(%)(c)
 
JNL/Mellon Capital Consumer Discretionary Sector Fund (g)                            
Class A                                          
12/31/18   20.81   0.15   (0.37)   (0.22)     (0.15)   (0.39)   20.05   (1.22)   1,129,094   36     0.64   0.64   0.67  
12/31/17   18.29   0.16   3.74   3.90     (0.23)   (1.15)   20.81   22.10   1,111,519   8     0.64   0.64   0.81  
12/31/16   17.87   0.21   0.86   1.07     (0.13)   (0.52)   18.29   6.16   909,097   13     0.65   0.65   1.19  
12/31/15   18.16   0.16   0.93   1.09     (0.08)   (1.30)   17.87   5.90   987,578   12     0.65   0.65   0.85  
12/31/14   17.25   0.13   1.72   1.85     (0.10)   (0.84)   18.16   10.81   550,913   43     0.66   0.66   0.76  
                                                           
Class I                                          
12/31/18   21.21   0.22   (0.38)   (0.16)     (0.21)   (0.39)   20.45   (0.91)   2,695   36     0.29   0.34   0.99  
12/31/17 18.60   0.22   3.81   4.03     (0.27)   (1.15)   21.21   22.44   18,268   8     0.31   0.36   1.08  
12/31/16   18.16   0.25   0.87   1.12     (0.15)   (0.52)   18.60   6.34   286   13     0.45   0.45   1.37  
12/31/15   18.41   0.20   0.95   1.15     (0.10)   (1.30)   18.16   6.14   305   12     0.45   0.45   1.04  
12/31/14   17.47   0.17   1.73   1.90     (0.12)   (0.84)   18.41   11.00   184   43     0.46   0.46   0.97  
                                                           
 
JNL/Mellon Capital Dow Index Fund (g)                            
Class A                                          
12/31/18   27.66   0.45   (1.56)   (1.11)         26.55   (4.01)   783,970   6     0.66   0.66   1.61  
12/31/17   21.67   0.41   5.58   5.99         27.66   27.64   830,721   1     0.66   0.66   1.71  
12/31/16   18.71   0.39   2.57   2.96         21.67   15.82   557,991   6     0.66   0.66   2.01  
12/31/15   18.83   0.55   (0.67)   (0.12)         18.71   (0.64)   495,176   115     0.66   0.66   2.93  
12/31/14   17.15   0.50   1.18   1.68         18.83   9.80   580,759   24     0.67   0.67   2.79  
                                                           
Class I                                          
12/31/18   27.69   0.56   (1.58)   (1.02)         26.67   (3.68)   1,246   6     0.31   0.36   1.98  
12/31/17 ‡‡ 24.91   0.12   2.66   2.78         27.69   11.16   16   1     0.31   0.35   1.65  
                                                           
 
JNL/Mellon Capital Energy Sector Fund (g)                            
Class A                                          
12/31/18   26.10   0.54   (5.75)   (5.21)     (0.75)     20.14   (20.40)   1,083,379   7     0.64   0.64   2.08  
12/31/17   27.51   0.50   (1.37)   (0.87)     (0.54)     26.10   (2.98)   1,515,787   7     0.64   0.64   2.02  
12/31/16   22.03   0.51   5.45   5.96     (0.48)     27.51   27.21   1,850,929   7     0.64   0.64   2.10  
12/31/15   30.04   0.65   (7.56)   (6.91)     (0.41)   (0.69)   22.03   (23.26)   1,177,533   3     0.64   0.64   2.36  
12/31/14   34.53   0.57   (4.13)   (3.56)     (0.39)   (0.54)   30.04   (10.36)   1,213,723   14     0.65   0.65   1.61  
                                                           
Class I                                          
12/31/18   26.52   0.65   (5.86)   (5.21)     (0.82)     20.49   (20.13)   2,452   7     0.29   0.34   2.47  
12/31/17 27.93   0.57   (1.39)   (0.82)     (0.59)     26.52   (2.73)   1,241   7     0.40   0.42   2.26  
12/31/16   22.35   0.57   5.53   6.10     (0.52)     27.93   27.47   1,419   7     0.44   0.44   2.32  
12/31/15   30.46   0.71   (7.67)   (6.96)     (0.46)   (0.69)   22.35   (23.11)   1,081   3     0.44   0.44   2.54  
12/31/14   34.99   0.64   (4.18)   (3.54)     (0.45)   (0.54)   30.46   (10.18)   1,527   14     0.45   0.45   1.81  
                                                           
 
JNL/Mellon Capital Financial Sector Fund (g)                            
Class A                                          
12/31/18   13.94   0.20   (2.09)   (1.89)     (0.17)   (0.36)   11.52   (13.87)   1,176,710   6     0.64   0.64   1.46  
12/31/17   12.24   0.17   2.13   2.30     (0.12)   (0.48)   13.94   19.32   1,474,386   9     0.64   0.64   1.32  
12/31/16   10.43   0.18   2.22   2.40     (0.17)   (0.42)   12.24   24.10   1,101,086   37     0.65   0.65   1.70  
12/31/15   11.20   0.19   (0.31)   (0.12)     (0.12)   (0.53)   10.43   (1.12)   709,127   13     0.65   0.65   1.69  
12/31/14   10.22   0.15   1.18   1.33     (0.09)   (0.26)   11.20   13.06   596,274   21     0.66   0.66   1.44  
                                                           
Class I                                          
12/31/18   13.97   0.26   (2.11)   (1.85)     (0.20)   (0.36)   11.56   (13.57)   4,096   6     0.29   0.34   1.91  
12/31/17 12.25   0.20   2.14   2.34     (0.14)   (0.48)   13.97   19.60   682   9     0.40   0.41   1.57  
12/31/16   10.44   0.20   2.22   2.42     (0.19)   (0.42)   12.25   24.32   568   37     0.45   0.45   1.90  
12/31/15   11.20   0.21   (0.31)   (0.10)     (0.13)   (0.53)   10.44   (0.88)   356   13     0.45   0.45   1.86  
12/31/14   10.21   0.17   1.19   1.36     (0.11)   (0.26)   11.20   13.32   393   21     0.46   0.46   1.62  
                                                           
 
105

JNL Variable Fund LLC

Financial Highlights

For a Share Outstanding

 

        Increase (decrease) from
investment operations
  Distributions from         Supplemental data       Ratios(a)    
Period ended Net asset value, beginning
of period($)

Net
investment
income (loss)($)(b)

(c)

Net realized
& unrealized
gains (losses)($)
Total from
investment
operations($)
  Net
investment
income($)
Net realized
gains on
investment
transactions($)
Net asset
value, end
of period($)
Total
return(%)(d)
Net assets,end
of period (in
thousands)($)
Portfolio
turnover (%)(e)
  Net
expenses to
average net
assets(%)(f)
Total
expenses to
average net
assets(%)(f)
Net investment income (loss)
to average net assets(%)(c)
 
JNL/Mellon Capital Healthcare Sector Fund (g)                            
Class A                                          
12/31/18   25.63   0.23   1.06   1.29     (0.25)   (0.43)   26.24   4.95   3,063,593   10     0.63   0.63   0.86  
12/31/17   22.51   0.22   4.85   5.07     (0.23)   (1.72)   25.63   22.63   2,982,947   6     0.64   0.64   0.89  
12/31/16   25.61   0.22   (1.17)   (0.95)     (0.45)   (1.70)   22.51   (3.82)   2,515,843   7     0.64   0.64   0.92  
12/31/15   25.09   0.21   1.41   1.62     (0.11)   (0.99)   25.61   6.58   3,162,298   15     0.64   0.64   0.78  
12/31/14   20.32   0.20   4.91   5.11     (0.11)   (0.23)   25.09   25.14   2,040,005   18     0.65   0.65   0.89  
                                                           
Class I                                          
12/31/18   25.75   0.32   1.07   1.39     (0.33)   (0.43)   26.38   5.29   7,571   10     0.28   0.33   1.19  
12/31/17 22.60   0.30   4.85   5.15     (0.28)   (1.72)   25.75   22.91   26,493   6     0.31   0.36   1.16  
12/31/16   25.72   0.27   (1.18)   (0.91)     (0.51)   (1.70)   22.60   (3.67)   870   7     0.44   0.44   1.12  
12/31/15   25.16   0.26   1.43   1.69     (0.14)   (0.99)   25.72   6.82   1,117   15     0.44   0.44   0.97  
12/31/14   20.35   0.25   4.92   5.17     (0.13)   (0.23)   25.16   25.39   1,106   18     0.45   0.45   1.09  
                                                           
 
JNL/Mellon Capital Information Technology Sector Fund (g)                            
Class A                                          
12/31/18   15.31   0.10   (0.20)   (0.10)     (0.07)   (0.18)   14.96   (0.76)   2,398,384   26     0.64   0.64   0.57  
12/31/17   11.53   0.08   4.07   4.15     (0.08)   (0.29)   15.31   36.31   2,362,209   4     0.64   0.64   0.61  
12/31/16   10.43   0.10   1.28   1.38     (0.08)   (0.21)   11.53   13.30   1,458,878   13     0.64   0.64   0.92  
12/31/15   10.77   0.09   0.40   0.49     (0.06)   (0.77)   10.43   4.41   1,278,843   7     0.64   0.64   0.82  
12/31/14   9.12   0.10   1.78   1.88     (0.06)   (0.17)   10.77   20.61   975,364   29     0.66   0.66   0.97  
                                                           
Class I                                          
12/31/18   15.60   0.17   (0.21)   (0.04)     (0.10)   (0.18)   15.28   (0.38)   8,332   26     0.29   0.34   0.96  
12/31/17 11.73   0.12   4.14   4.26     (0.10)   (0.29)   15.60   36.62   1,077   4     0.39   0.40   0.84  
12/31/16   10.61   0.12   1.30   1.42     (0.09)   (0.21)   11.73   13.44   496   13     0.44   0.44   1.13  
12/31/15   10.92   0.11   0.43   0.54     (0.08)   (0.77)   10.61   4.75   405   7     0.44   0.44   1.02  
12/31/14   9.24   0.12   1.80   1.92     (0.07)   (0.17)   10.92   20.79   402   29     0.46   0.46   1.17  
                                                           
 
JNL/Mellon Capital JNL 5 Fund (g)                            
Class A                                          
12/31/18   15.61   0.34   (1.84)   (1.50)     (0.36)     13.75   (9.73)   2,701,778   60     0.63   0.63   2.16  
12/31/17   13.63   0.32   1.97   2.29     (0.31)     15.61   16.93   3,535,728   89     0.63   0.63   2.20  
12/31/16   12.46   0.30   1.20   1.50     (0.33)     13.63   12.18   3,199,574   74     0.64   0.64   2.30  
12/31/15   13.21   0.30   (0.70)   (0.40)     (0.35)     12.46   (3.02)   3,278,583   74     0.64   0.64   2.26  
12/31/14   12.11   0.33   1.04   1.37     (0.27)     13.21   11.32   3,461,552   65     0.64   0.64   2.65  
                                                           
Class I                                          
12/31/18   15.66   0.39   (1.85)   (1.46)     (0.40)     13.80   (9.46)   219,158   60     0.33   0.33   2.47  
12/31/17 13.66   0.32   2.01   2.33     (0.33)     15.66   17.24   286,158   89     0.35   0.35   2.14  
12/31/16   12.49   0.32   1.21   1.53     (0.36)     13.66   12.40   12,357   74     0.44   0.44   2.50  
12/31/15   13.25   0.32   (0.70)   (0.38)     (0.38)     12.49   (2.88)   11,596   74     0.44   0.44   2.46  
12/31/14   12.14   0.35   1.06   1.41     (0.30)     13.25   11.59   11,465   65     0.44   0.44   2.83  
                                                           
 
JNL/Mellon Capital MSCI World Index Fund (g)                            
Class A                                          
12/31/18   28.54   0.49   (2.79)   (2.30)     (1.02)   (3.10)   22.12   (8.84)   305,422   2     0.67   0.67   1.74  
12/31/17   23.54   0.88   4.12   5.00         28.54   21.24   368,521   142     0.66   0.66   3.41  
12/31/16   22.01   0.87   0.66   1.53         23.54   6.95   337,702   5     0.66   0.66   3.86  
12/31/15   23.99   0.87   (2.85)   (1.98)         22.01   (8.25)   353,629   125     0.69   0.69   3.65  
12/31/14   21.64   1.42   0.93   2.35         23.99   10.86   382,929   29     0.70   0.70   6.50  
                                                           
Class I                                          
12/31/18   28.59   0.53   (2.74)   (2.21)     (1.09)   (3.10)   22.19   (8.52)   1,511   2     0.32   0.37   1.94  
12/31/17 ‡‡ 26.99   0.11   1.49   1.60         28.59   5.93   26   142     0.33   0.38   1.39  
                                                           
 
106

JNL Variable Fund LLC

Financial Highlights

For a Share Outstanding

 

        Increase (decrease) from
investment operations
  Distributions from         Supplemental data       Ratios(a)    
Period ended Net asset
value,
beginning of
period($)

Net
investment
income
(loss)($)(b)

(c)

Net realized
& unrealized gains (losses)($)
Total from
investment
operations($)
  Net
investment
income($)
Net realized
gains on
investment
transactions($)
Net asset
value, end
of period($)
Total
return(%)(d)
Net assets,end
of period (in
thousands)($)
Portfolio
turnover (%)(e)
  Net
expenses to
average net
assets(%)(f)
Total
expenses to
average net
assets(%)(f)
Net investment income (loss) to average net assets(%)(c)
 
JNL/Mellon Capital Nasdaq 100 Index Fund (g)                            
Class A                                          
12/31/18   22.87   0.11   (0.24)   (0.13)     (0.07)   (0.16)   22.51   (0.64)   2,442,353   7     0.67   0.67   0.45  
12/31/17   17.66   0.10   5.53   5.63     (0.06)   (0.36)   22.87   32.09   2,184,775   6     0.67   0.67   0.49  
12/31/16   18.93   0.12   1.37   1.49     (0.19)   (2.56)   17.66   7.94   1,131,773   148     0.68   0.68   0.63  
12/31/15   21.29   0.22   0.08   0.30     (0.11)   (2.55)   18.93   1.43   886,744   85     0.68   0.68   1.04  
12/31/14   19.00   0.12   3.40   3.52     (0.04)   (1.19)   21.29   18.44   1,007,193   55     0.68   0.68   0.61  
                                                           
Class I                                          
12/31/18   15.08   0.14   (0.16)   (0.02)     (0.11)   (0.16)   14.79   (0.27)   11,183   7     0.32   0.37   0.83  
12/31/17 11.75   0.10   3.68   3.78     (0.09)   (0.36)   15.08   32.42   772   6     0.42   0.44   0.74  
12/31/16   13.46   0.11   0.97   1.08     (0.23)   (2.56)   11.75   8.18   265   148     0.48   0.48   0.83  
12/31/15   15.90   0.21   0.05   0.26     (0.15)   (2.55)   13.46   1.65   248   85     0.48   0.48   1.31  
12/31/14   14.44   0.13   2.58   2.71     (0.06)   (1.19)   15.90   18.67   542   55     0.48   0.48   0.82  
                                                           
 
JNL/Mellon Capital S&P SMid 60 Fund (g)                            
Class A                                          
12/31/18   9.15   0.09   (1.93)   (1.84)     (0.17)   (1.57)   5.57   (22.96)   419,116   90     0.66   0.66   1.08  
12/31/17   9.47   0.07   (0.29)   (0.22)     (0.06)   (0.04)   9.15   (2.21)   581,066   82     0.66   0.66   0.81  
12/31/16   7.26   0.07   2.39   2.46     (0.07)   (0.18)   9.47   34.40   820,565   56     0.66   0.66   0.85  
12/31/15   12.76   0.14   (0.67)   (0.53)     (0.32)   (4.65)   7.26   (5.05)   331,230   79     0.67   0.67   1.20  
12/31/14   13.90   0.21   0.25   0.46     (0.09)   (1.51)   12.76   3.50   487,496   83     0.66   0.66   1.49  
                                                           
Class I                                          
12/31/18   8.97   0.12   (1.90)   (1.78)     (0.19)   (1.57)   5.43   (22.73)   1,189   90     0.31   0.36   1.51  
12/31/17 9.27   0.09   (0.28)   (0.19)     (0.07)   (0.04)   8.97   (1.88)   462   82     0.43   0.44   1.01  
12/31/16   7.12   0.08   2.33   2.41     (0.08)   (0.18)   9.27   34.42   757   56     0.46   0.46   1.06  
12/31/15   12.63   0.17   (0.66)   (0.49)     (0.37)   (4.65)   7.12   (4.81)   335   79     0.47   0.47   1.41  
12/31/14   13.77   0.24   0.25   0.49     (0.12)   (1.51)   12.63   3.79   455   83     0.46   0.46   1.73  
                                                           
 
JNL/Mellon Capital Telecommunications Sector Fund (g)                            
Class A                                          
12/31/18   14.55   0.43   (1.14)   (0.71)     (0.58)   (1.83)   11.43   (5.81)   111,155   110     0.68   0.68   3.10  
12/31/17   15.15   0.49   0.04   0.53     (0.52)   (0.61)   14.55   3.53   118,950   27     0.68   0.68   3.24  
12/31/16   13.39 (h) 0.47 (h) 2.57 (h) 3.04 (h)   (0.40)   (0.87)   15.15   23.55   143,245   24     0.68   0.68   3.18  
12/31/15   14.01 (h) 0.40 (h) (0.02) (h) 0.38 (h)   (0.54) (h) (0.46) (h) 13.39 (h) 2.73   115,618   21     0.68   0.68   2.82  
12/31/14   13.64 (h) 0.44 (h) 0.32 (h) 0.76 (h)   (0.39) (h)   14.01 (h) 5.52   134,685   56     0.68   0.68   3.12  
                                                           
Class I                                          
12/31/18   13.69   0.38   (0.99)   (0.61)     (0.62)   (1.83)   10.63   (5.47)   397   110     0.33   0.38   3.01  
12/31/17 14.32   0.49   0.05   0.54     (0.56)   (0.61)   13.69   3.77   84   27     0.44   0.45   3.46  
12/31/16   12.72 (h) 0.47 (h) 2.43 (h) 2.90 (h)   (0.43)   (0.87)   14.32   23.69   91   24     0.48   0.48   3.40  
12/31/15   13.37 (h) 0.35 (h) 0.04 (h) 0.39 (h)   (0.58) (h) (0.46) (h) 12.72 (h) 2.92   79   21     0.48   0.48   2.56  
12/31/14   13.04 (h) 0.45 (h) 0.30 (h) 0.75 (h)   (0.42) (h)   13.37 (h) 5.74   88   56     0.48   0.48   3.34  
                                                           

 

Prior to September 25, 2017, the Fund offered Class B shares. Effective September 25, 2017, Class B shares were renamed to Class I shares.
‡‡ Effective September 25, 2017, Class I shares were offered by the Fund.
(a) Annualized for periods less than one year.
(b) Calculated using the average shares method.
(c) Net investment income(loss) per share and ratios of net investment income(loss) to average net assets for Class I shares can be less than Class A shares for certain Funds or can be significantly more than Class A shares for certain Funds because of the timing of income received in the Fund. Additionally, the net assets for Class I shares increased significantly in certain Funds after the Funds of Funds investment in the Underlying Fund was sold from Class A and purchased into Class I effective September 25, 2017.
(d) Total return assumes reinvestment of all distributions for the period. Total return is not annualized for periods less than one year and does not reflect payment of the expenses that apply to the variable accounts or any annuity charges and if it did performance would be lower.
(e) Portfolio turnover is not annualized for periods of less than one year. Portfolio turnover is calculated on the basis of the Fund as a whole, without distinguishing between the classes of shares issued.
(f) The expenses or expense waivers for certain Funds’ Class I shares were $0.00 for one or more days during certain periods and this was a result of the net assets for the respective Class being below a level to generate an expense allocation greater than $0.005 for that day. Additionally, the expenses or expense waivers for certain Funds’ Class I shares were $0.01 for one or more days during certain periods and this was a result of the net assets for the respective Class being at a level to generate an expense allocation between $0.005 and $0.01 for that day and rounded to $0.01. As a result, the ratios of net and total expenses to average net assets during the period for Class I shares can be less than or more than the anticipated ratios of net and total expenses to average net assets depending on the net assets that Class I shares acquired during the period.
(g) Prior to September 25, 2017, the Fund accrued the Rule 12b-1 fee at the maximum annual rate up to 0.20% of the average daily net assets of Class A shares of the Fund. Effective September 25, 2017, the maximum annual rate for Rule 12b-1 fees paid by the Fund changed from 0.20% to 0.30% of the average daily net assets of the Class A shares of the Fund.
( h ) On May 6, 2016, the Fund effected a 3 for 1 reverse share split. Per share data prior to this date has been retroactively adjusted to give effect to the reverse share split.
107

APPENDIX A

 

Effective June 24, 2019 , the JNL/Mellon Capital S&P ® SMid 60 Fund will be merged into the JNL/ RAFI ® Fundamental U.S. Small Cap Fund, a series of JNL Series Trust.

 

Effective June 24, 2019, the JNL /Mellon Capital JNL 5 Fund will be merged into the JNL/RAFI ® Multi-Factor U.S. Equity Fund, a series of JNL Series Trust .

A-1

Appendix B

 

The “Dow Jones Industrial Average”, and “The Dow 10” are products of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and have been licensed for use. “Dow Jones ® ”, “Dow Jones Industrial Average”, “DJIA ® ”, “The Dow ® ” and “The Dow 10” are service and/or trademarks of Dow Jones Trademark Holdings, LLC (“Dow Jones”) and have been licensed to SPDJI and have been sub-licensed for use for certain purposes by Jackson National Life Insurance Company ® (“Jackson”). The JNL/Mellon Dow SM Index Fund and the JNL/Mellon Capital JNL 5 Fund (“Products”) are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, Standard & Poor’s Financial Services LLC, or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices (including any of their respective affiliates) makes 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 S&P Dow Jones Indices (including 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 Industrial Average”, and “The Dow 10”, which are determined, composed and calculated by S&P Dow Jones Indices without regard to Jackson or the Products. S&P Dow Jones Indices have no obligation to take the needs of Jackson, or the owners of the Products into consideration in determining, composing or calculating the Indices. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Products or the timing of the issuance or sale of the Products in the determination or calculation of the equation by which the Products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Products. There is no assurance that investment products based on the Indices will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

 

Dow Jones, SPDJI and their respective affiliates do not :

 


Sponsor, endorse, sell or promote the Products.


Recommend that any person invest in the Products.


Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Products .


Have any responsibility or liability for the administration, management or marketing of the Products.


Consider the needs of the Products or the owners of the Products in determining, composing or calculating the Indexes or have any obligation to do so.

 

Dow Jones, SPDJI and their respective affiliates will not have any liability in connection with the Products.  Specifically,
 ●         Dow Jones, SPDJI and their respective affiliates do not make any warranty, express or implied, and Dow Jones, SPDJI and their respective affiliates disclaim any warranty about:
 
          The results to be obtained by the Products, the owners of the Products or any other person in connection with the use of the DJIA and the data included in the Indexes;
          The accuracy or completeness of the Indexes and its data;
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 ●         Dow Jones, SPDJI and/or their respective affiliates will have no liability for any errors, omissions or interruptions in the Indexes or its data;
 
 ●         Under no circumstances will Dow Jones, SPDJI 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 SPDJI is solely for the benefit of the Products and not for any other third parties.  

 

S&P DOW JONES INDICES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE “DOW JONES INDUSTRIAL AVERAGE”, and “THE DOW 10” OR ANY DATA INCLUDED THEREIN AND S&P DOW JONES INDICES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P DOW JONES INDICES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY JACKSON, OWNERS OF THE PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE “DOW JONES INDUSTRIAL AVERAGE”, and “THE DOW 10” OR ANY DATA INCLUDED THEREIN. S&P DOW JONES INDICES 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 INDUSTRIAL AVERAGE”, and “THE DOW 10” 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

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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 S&P DOW JONES INDICES AND JACKSON, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

 

“STANDARD & POOR’S ® ,” “S&P®,” “S&P 500 ® ,” “S&P MIDCAP 400 Index ® ,” “STANDARD & POOR’S MIDCAP 400 Index ® ,” “S&P SmallCap 600 Index®” and “STANDARD & POOR’S 500 ® ” are trademarks and/or Indices of S&P Dow Jones Indices and have been licensed for use by Jackson National Life Insurance Company ® (“Jackson”). The JNL/Mellon Capital S&P ® SMid 60 Fund and JNL/Mellon Capital JNL 5 Fund (“Products”) are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of investing in securities generally or in the Products particularly or the ability of the Indices to track general market performance. S&P Dow Jones Indices’ only relationship to Jackson with respect to the Indices or the Products is the licensing of the Indices and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Indices are determined, composed and calculated by S&P Dow Jones Indices without regard to Jackson or the Products. S&P Dow Jones Indices have no obligation to take the needs of Jackson, or the owners of the Products into consideration in determining, composing or calculating the Indices. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Products or the timing of the issuance or sale of the Products in the determination or calculation of the equation by which the Products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Products. There is no assurance that investment products based on the Indices will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to Products currently being issued by Jackson, but which may be similar to and competitive with Products.  In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index.   

 

Standard & Poor’s Financial Services LLC 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 valuations, 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.

 

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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. S&P provides a wide range of services to, or relating to, many organizations, including issuers of securities, investment advisers, broker-dealers, investment banks, other financial institutions and financial intermediaries, and accordingly may receive fees or other economic benefits from those organizations,

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including organizations whose securities or services they may recommend, rate, include in model portfolios, evaluate or otherwise address.

 

The Product(s) is not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or 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 National Life Insurance Company (“ Licensee ”) is in the licensing of the NASDAQ ® , and Nasdaq -100 ® Index TM registered trademarks, 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.

 

NASDAQ ® , and Nasdaq-100 ® Index TM , are registered trademarks of Nasdaq, Inc. (which with its affiliates is referred to as the “Corporations”) and are licensed for use by Jackson National Life Insurance Company. The JNL/Mellon Capital Nasdaq ® 100 Index Fund has not been passed on by the Corporations as to their legality or suitability. The JNL/Mellon Capital Nasdaq ® 100 Index Fund is not issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE JNL/MELLON CAPITAL NASDAQ ® 100 INDEX FUND.

 

THE JNL/MELLON MSCI WORLD INDEX FUND, JNL/MELLON COMMUNICATION SERVICES SECTOR FUND, THE JNL/MELLON CONSUMER DISCRETIONARY SECTOR FUND, JNL/MELLON FINANCIAL SECTOR FUND, JNL/MELLON HEALTHCARE SECTOR FUND, JNL/MELLON ENERGY SECTOR FUND OR THE JNL/MELLON INFORMATION TECHNOLOGY SECTOR FUND (COLLECTIVELY, “SECTOR FUNDS”) 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 ANY OF THE SECTOR FUNDS OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN ANY OF THE SECTOR FUNDS 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 ANY OF THE SECTOR FUNDS OR THE ISSUER OR OWNERS OF ANY OF THE SECTOR FUNDS, OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF ANY OF THE SECTOR FUNDS 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 ANY OF THE SECTOR FUNDS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH ANY OF THE SECTOR FUNDS IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF ANY OF THE SECTOR FUNDS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF ANY OF THE SECTOR FUNDS.

 

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

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RESULTS TO BE OBTAINED BY THE ISSUER OF ANY OF THE SECTOR FUNDS, OWNERS OF ANY OF THE SECTOR FUNDS, 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.

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Prospectus

 

April 29, 2019

 

JNL ® VARIABLE FUND LLC

 

You can find more information about the Company in:

 


The Company’s Statement of Additional Information (“SAI”) dated April 29, 2019 is on file with the Securities and Exchange Commission (“SEC”) and is incorporated into the Prospectus by reference (which means the SAI is legally part of the Prospectus).


The Company’s Annual and Semi-Annual Reports to shareholders, dated December 31, 2018 and June 30, 2018 , respectively, show the Funds’ actual investments and include financial statements as of the close of the particular annual or semi-annual period. The Annual Report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during the year covered by the report. The current Annual and Semi-Annual Reports are on file with the SEC and are incorporated into the Prospectus by reference.

 

You may obtain a copy of the current SAI or the most recent Annual and Semi-Annual Reports without charge, or make other inquiries, by calling 1-800-644-4565 (Jackson Service Center), 1-800-599-5651 (Jackson NY Service Center), or writing the JNL Variable Fund LLC, P.O. Box 30314, Lansing, Michigan 48909-7814 or by visiting www.jackson.com .

 

Reports and other information about the Company also are available on the EDGAR database on the SEC’s Internet site (http://www.sec.gov), and copies may be obtained, after payment of a duplicating fee, by electronic request ( publicinfo@sec.gov ).

 

The Company’s SEC file number is: 811-09121

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STATEMENT OF ADDITIONAL INFORMATION  

April 29, 2019

 

JNL ® VARIABLE FUND LLC

 

JNL/Mellon Dow SM Index Fund (formerly, JNL/Mellon Capital Dow SM Index Fund ) 1 Class A and Class I
JNL/Mellon MSCI World Index Fund (formerly, JNL/Mellon Capital MSCI World Index Fund ) 1 Class A and Class I
JNL/Mellon Nasdaq ® 100 Index Fund (formerly, JNL/Mellon Capital Nasdaq ® 100 Index Fund ) 1 Class A and Class I
JNL/Mellon Capital S&P® SMid 60 Fund 2 Class A and Class I
JNL/Mellon Capital JNL 5 Fund 2 Class A and Class I
JNL/Mellon Communication Services Sector Fund (formerly, JNL/Mellon Capital Telecommunications Sector Fund ) 1 Class A and Class I
JNL/Mellon Consumer Discretionary Sector Fund (formerly, JNL/Mellon Capital Consumer Discretionary Sector Fund ) 1 Class A and Class I
JNL/Mellon Financial Sector Fund (formerly, JNL/Mellon Capital Financial Sector Fund ) 1 Class A and Class I
JNL/Mellon Healthcare Sector Fund (formerly, JNL/Mellon Capital Healthcare Sector Fund ) 1 Class A and Class I
JNL/Mellon Energy Sector Fund (formerly, JNL/Mellon Capital Energy Sector Fund ) 1 Class A and Class I
JNL/Mellon Information Technology Sector Fund (formerly, JNL/Mellon Capital Information Technology Sector Fund ) 1 Class A and Class I

 

1 The above Fund name changes are effective June 24, 2019. Until June 24, 2019, each Fund’s name will be the “formerly” name.  

2 Effective June 24, 2019, the Fund will merge into a fund of the JNL Series Trust. Please refer to that fund’s prospectus for additional information.

 

 

This Statement of Additional Information (“SAI”) is not a prospectus. It contains information in addition to and more detailed than set forth in the Prospectus and should be read in conjunction with the JNL Variable Fund LLC Prospectus dated April 29, 2019 (“Prospectus”). Not all Funds described in this SAI may be available for investment in each variable annuity contract or variable life insurance policy offered by Jackson National Life Insurance Company (“Jackson SM ”) or Jackson National Life Insurance Company of New York (“Jackson NY SM ”). The financial statements of the JNL Variable Fund LLC for the period ended December 31, 2018 are incorporated by reference (which means they legally are a part of this SAI) from the JNL Variable Fund’s Annual Report to shareholders. The Prospectus, SAI and Annual/Semi-Annual Reports may be obtained at no charge by calling 1-800-644-4565 (Jackson Service Center), 1-800-599-5651 (Jackson NY Service Center), by writing JNL Variable Fund LLC, P.O. Box 30314, Lansing, Michigan 48909-7814 or by visiting www.jackson.com .

 

 

Shareholder Communications with Managers

 

Shareholders of the Funds can communicate directly with the Board of Managers (“Managers”) by writing to the Chair of the Board, William J. Crowley, Jr., P.O. Box 30902, Lansing, MI 48909-8402. Shareholders can communicate directly with an individual Manager by writing to that Manager at P.O. Box 30902, Lansing, MI 48909-8402. Such communications to the Board or individual Managers are not screened before being delivered to the addressee.

 

table of contents

 

General Information and History 1
Common Types of Investments and Management Practices 1
Fundamental and Operating Policies Applicable to All Funds 34
Principal Holders of the Funds’ Interests 47
Investment Adviser, Sub-Adviser and Other Service Providers 48
Disclosure of Portfolio Information 62

Purchases, Redemptions and Pricing of Interests 65
Description of Interests; Voting Rights; Interest Holder Inquiries 66
Tax Status 67
Financial Statements 73

General Information And History

 

JNL Variable Fund LLC (“JNL Variable Fund”) is an open-end management company organized as a Delaware limited liability company on October 13, 1998. The JNL Variable Fund LLC is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (“1940 Act”). Jackson National Asset Management, LLC SM (“JNAM” or the “Adviser”) serves as the investment adviser to the JNL Variable Fund. The JNL Variable Fund offers interests in separate Funds (each a “Fund” and collectively, the “Funds”), which are comprised of two groups as defined in the Prospectus – “Partnership Funds ” and “Regulated Investment Company Funds.” The Regulated Investment Company Funds are the JNL/Mellon MSCI World Index Fund, JNL/Mellon Capital S&P ® SMid 60 Fund, and JNL/Mellon Capital JNL 5 Fund. All other Funds within JNL Variable Fund comprise the Partnership Funds. Each of the Funds is “non-diversified”, except for the JNL/Mellon MSCI World Index Fund, JNL/Mellon Capital S&P ® SMid 60 Fund, and JNL/Mellon Capital JNL 5 Fund, as defined in the 1940 Act, which means a Fund may hold securities of a smaller number of issuers than if it was a “diversified” fund.

 

Common Types Of Investments And Management Practices

 

This section describes some of the types of securities and financial instruments a Fund may hold in its portfolio and the various kinds of investment strategies that may be used in day-to-day portfolio management, as well as the risks associated with such investments. A Fund may invest in the following securities and financial instruments or engage in the following practices to the extent that such securities and practices are consistent with the Fund’s investment objective(s) and policies described in the Prospectus and in this SAI.

 

Bank Obligations. A Fund may invest in bank obligations, which include certificates of deposit, bankers’ acceptances, and other short-term debt obligations. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and that earn a specified return. Certificates of deposit may also be purchased or sold through broker-dealers and may have fixed or variable rates. A bankers’ acceptance is a negotiable draft or bill of exchange, usually drawn by an importer or exporter to pay for specified merchandize in connection with international commercial transactions, which are “accepted” by a commercial bank unconditionally to pay the face value of the instrument on maturity.

 

A Fund may invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks, and foreign branches of foreign banks. The Funds will typically invest in U.S. banks and foreign banks as banks or financial service companies for diversification. Obligations of non-U.S. banks involve certain risks associated with investing in non-U.S. securities, including the possibilities that their liquidity could be impaired because of future political and economic developments, that their obligations may be less marketable than comparable obligations of United States banks, that a non-U.S. jurisdiction might impose withholding or other taxes on interest income payable on those obligations, that non-U.S. deposits may be seized or nationalized, that non-U.S. governmental restrictions such as exchange controls may be adopted and in turn might adversely affect the payment of principal and interest on those obligations and that the selection of those obligations may be more difficult because there may be less publicly available information concerning non-U.S. banks or the accounting, auditing and financial reporting standards, practices and requirements applicable to non-U.S. banks may differ from those applicable to United States banks. Non-U.S. banks are not generally subject to examination by any U.S. Government agency or instrumentality.

 

Borrowing and Lending. A Fund may borrow money from banks for temporary or emergency purposes in amounts up to 25% of its total assets. The Funds may borrow for investment purposes to the extent permitted under the 1940 Act. To secure borrowings, a Fund may mortgage or pledge securities in amounts up to 15% of its net assets.

 

A Fund may affect simultaneous purchase and sale transactions that are known as “sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty that purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of the Fund’s repurchase of the underlying security. A Fund’s obligations under a sale-buyback typically would be offset by liquid assets equal in value to the amount of a Fund’s forward commitment to repurchase the subject security.

 

A “mortgage dollar roll” is similar to a reverse repurchase agreement in certain respects. In a “dollar roll” transaction a Fund sells a mortgage-related security, such as a security issued by the Government National Mortgage Association (“GNMA ”), to a dealer and simultaneously agrees to repurchase a similar security (but not the same security) in the future

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at a pre-determined price. A “dollar roll” can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which a Fund pledges a mortgage-related security to a dealer to obtain cash. Unlike in the case of reverse repurchase agreements, the dealer with which a Fund enters into a dollar roll transaction is not obligated to return the same securities as those originally sold by the Fund, but only securities which are “substantially identical.” To be considered “substantially identical,” the securities returned to a Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 0.01% of the initial amount delivered.

 

A Fund’s obligations under a dollar roll agreement must be covered by segregated or “earmarked” liquid assets equal in value to the securities subject to repurchase by the Fund. As with reverse repurchase agreements, to the extent that positions in dollar roll agreements are not covered by segregated or “earmarked” liquid assets at least equal to the amount of any forward purchase commitment, such transactions would be subject to the Funds’ restrictions on borrowings. Furthermore, because dollar roll transactions may be for terms ranging between one and six months, dollar roll transactions may be deemed “illiquid” and subject to a Fund’s overall limitations on investments in illiquid securities.

 

Cash Position . A Fund may hold a certain portion of its assets in repurchase agreements and money market securities maturing in one year or less that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization. The Funds also may invest cash balances in shares of affiliated money market funds and unaffiliated money market funds. For temporary, defensive purposes, a Fund may invest without limitation in such securities. This reserve position provides flexibility in meeting redemptions, expenses, the timing of new investments, rebalances, and serves as a short-term defense during periods of unusual market volatility.

 

Commercial Paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by banks or bank holding companies, corporations and finance companies primarily to finance short-term credit needs. The commercial paper purchased by the Funds may consist of U.S. dollar- or foreign currency-denominated obligations of domestic or non-U.S. issuers, and may be rated or unrated. Commercial paper may have fixed, floating or variable rates, and a maturity of up to 270 days. The rate of return on commercial paper may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies.

 

Commodities, Commodities Futures, and Commodity - Linked Notes. Certain of the Funds may invest in physical commodities (such as precious metals), commodity futures, which are futures agreements on certain commodities or on a commodities index, as well as commodity swaps or swaps on commodity futures. Certain of the Funds may also invest in commodity-linked notes and other commodity-related instruments. Like any other investment, commodities are subject to risk of loss, and the prices and values of commodities move with market and economic conditions.

 

Besides investment risk, investments in commodities and commodities futures are limited by their tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”). In order to qualify for the special U.S. federal income tax treatment applicable to regulated investment companies, a Regulated Investment Company Fund must, among other things, derive at least 90% of its income from specified sources (such income, “qualifying income”). Income from certain commodity-linked investments, such as the direct purchase or sale of commodities and the purchase or sale of commodity futures, does not constitute qualifying income to a Regulated Investment Company Fund. The tax treatment of certain other commodity-linked investments is not certain, in particular with respect to whether income and gains from such investments constitute “qualifying income.” If the Internal Revenue Service (the “IRS”) publishes an adverse determination relating to the treatment of income and gain generated by such investments, certain Regulated Investment Company Funds that invest directly or indirectly in commodity-linked derivative instruments would likely need to significantly change their investment strategies in order to qualify as a regulated investment company under the Code. If a Regulated Investment Company Fund were to treat income or gain from a particular investment as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other non-qualifying income, such income or gain caused the Fund’s non-qualifying income to exceed 10% of the Fund’s gross income in any taxable year, the Fund would fail the 90% gross income test and would fail to qualify as a regulated investment company unless it were eligible to and did pay a tax at the Fund level. A Regulated Investment Company Fund’s intention to so qualify can therefore limit the manner in or extent to which the Fund seeks exposure to commodities.

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A commodity-linked note requires an initial investment by the Fund and provides a return based on a formula referenced to an underlying commodity index or specific commodity. Certain Funds will typically invest in commodity - linked notes referenced to a particular commodity index. At maturity, the issuer repays the initial investment to the Fund, plus a return, if any, based on the percentage change increase or decrease (sometimes magnified by a “leverage factor”) of the referenced index or commodity during the investment’s term. Typically, the issuer is also required to repay or retire the instrument before maturity if the index or commodity declines by a certain amount. For example, a 15% decline in the referenced commodities index would trigger repayment. Although these features may moderate a Fund’s exposure to the relevant commodity index or commodity, they do not prevent the Fund from loss if the referenced commodities index or commodity underperforms. A Fund may lose money investing in commodity - linked notes.

 

Corporate Reorganizations affecting securities held by the JNL/Mellon Consumer Discretionary Sector Fund, the JNL/Mellon Energy Sector Fund, the JNL/Mellon Financial Sector Fund, the JNL/Mellon Healthcare Sector Fund, the JNL/Mellon Information Technology Sector Fund, and JNL/Mellon Communication Services Sector Fund (collectively, “Sector Funds”), the JNL/Mellon Dow SM Index Fund, the JNL/MSCI World Index Fund, and the JNL/Mellon Nasdaq ® 100 Index Fund. If a portfolio company has a spin off, the Fund will retain the shares of the spin off until the next Stock Selection Date. If a portfolio company is merged into another company and is not the surviving company, the Fund will liquidate any shares it receives in the merger promptly and reinvest the proceeds and any cash distribution in the remaining portfolio companies in accordance with their respective investment percentages. If two portfolio companies in the same benchmark merge, the Fund will keep the resulting company in the portfolio in accordance with the combined weighting of the 2 companies prior to the merger. At the time of stock selection, a security may be removed from the stock selection universe if there is a pending acquisition or reorganization that is likely to be completed shortly after the stock selection date.

 

Counterparty and settlement risk. The Fund may be exposed to credit risk on the counterparties (the other party(ies) involved in the transaction with each Fund) with which it trades in relation to certain options, futures contracts and other derivative financial instruments that do not trade or settle on an exchange. Such instruments are not afforded the same protections as may apply to participants trading futures or options on organized exchanges, such as the performance guarantee of an exchange clearing house.

 

The Fund will be subject to the possibility of the insolvency, bankruptcy or default of a counterparty with which each Fund trades, which could result in substantial losses to the Fund. The Fund will also be exposed to credit risk on parties with whom it trades securities, and may also bear the risk of settlement default, in particular in relation to debt securities such as bonds, notes and similar debt obligations or instruments. Investors should also note that settlement mechanisms in emerging markets are generally less developed and reliable than those in more developed countries and this therefore increases the risk of settlement default, which could result in substantial losses for each Fund in respect to investments in emerging markets. Investors should also note that the securities of small capitalization companies as well as the securities of companies domiciled in emerging markets are often less liquid and more volatile than securities of large capitalization companies or companies domiciled in more developed markets, which may result in fluctuations in the price of the Fund. While the Sub-Adviser(s) continually assess the risk posed by the various counterparties, there can be no guarantee against default. Each counterparty presents credit and default risk.

 

Depositary Receipts. American Depositary Receipts (“ADRs”) typically are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) typically are issued by foreign banks or trust companies, although they may be issued by U.S. banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or U.S. corporation. Generally, depositary receipts in registered form are intended for use in the U.S. securities markets, while depositary receipts in bearer form are intended for use in securities markets outside the U.S. Depositary receipts may or may not be denominated in the same currency as the underlying securities which they represent.

 

Depositary receipts may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depositary receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Although the U.S. regulatory requirements applicable to ADRs generally are similar for both sponsored and un-sponsored programs, in some cases it may be easier to obtain financial and other information from an issuer that has participated in the creation of a sponsored program. To the extent a Fund invests in depositary receipts of an un-sponsored program, there may be an increased possibility the Fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the

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foreign issuer of the security underlying an ADR on a timely basis. While readily exchangeable with stock in local markets, the depositary receipts in an unsponsored program may be less liquid than those in a sponsored program.

 

Depositary receipts involve many of the same risks as direct investments in foreign securities, described below.

 

Equity Securities. The Funds may also invest directly in equity securities. Equity securities, such as common stock, represent an ownership interest or the right to acquire an ownership interest, in an issuer.

 

Common stock generally takes the form of shares in a corporation. The value of a company’s stock may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company’s products or services. A stock’s value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company’s stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a company’s stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other debt and preferred stock. For this reason, the value of a company’s stock will usually react more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the company’s financial condition or prospects. Stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies. Stocks of companies that the portfolio managers believe are fast-growing may trade at a higher multiple of current earnings than other stocks. The value of such stocks may be more sensitive to changes in current or expected earnings than the values of other stocks.

 

Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy and/or insolvency of the issuer. In addition to common stock, equity securities may include preferred stock, convertible securities and warrants, which are discussed elsewhere in the Prospectus and this SAI. Equity securities other than common stock are subject to many of the same risks as common stock, although possibly to different degrees. The risks of equity securities are generally magnified in the case of equity investments in distressed companies.

 

Exchange-Traded Funds. Investments in investment companies may include shares of exchange-traded funds (“ETFs”), which are designed to track the performance or dividend yield of specific indexes or companies in related industries. ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities, in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis.

 

The values of ETFs are subject to change as the values of their respective component securities fluctuate according to market volatility. Investments in ETFs that are designed to correspond to an equity index, for example, involve certain inherent risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of ETFs invested in by each Fund . Moreover, a Fund’s investments in ETFs may not exactly match the performance of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities. See “Investment Companies” in this section.

 

Foreign Currency Transactions. Certain of the Funds may invest in foreign currency-denominated securities and may purchase and sell foreign currency options, forward currency contracts, foreign currency futures contracts, and related options (see “Futures” in the Common Types of Investments and Management Practices section herein ), and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts with terms generally less than one year. A Fund may engage in these transactions in order to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities . A Fund also may use foreign currency options and foreign forwards to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.

 

A forward foreign currency contract is an obligation to purchase or sell a specific currency or multinational currency unit at a future date (which may be any fixed number of days from the date of the contract agreed upon by the parties at a price set at the time of the contract), which is individually negotiated and privately traded by currency traders and their

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customers in the interbank market. A Fund may either accept or make delivery of the currency specified at the maturity of a forward contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Forward currency contracts may also be cash settled, and a Fund may not actually deliver or take delivery of a foreign currency. Closing forwards transactions may be executed prior to the termination date, or rolled over, with or without the original counterparty.

 

Forward foreign currency contracts may be bought or sold to protect a Fund against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar or to gain exposure to a particular foreign currency or currencies as a part of its investment strategy. Although forwards used for hedging purposes are intended to minimize the risk of loss due to a decline in the value of the hedged currencies, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. In addition to being used by a Fund to gain exposure to a particular foreign currency or to enhance the Fund’s return, forwards may be used to adjust the foreign exchange exposure of a Fund and a Fund might be expected to enter into such contracts under the following circumstances:

 

Lock In . When a Fund desires to fix the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency, the Fund will “lock in” the exchange rate. If a foreign currency is expected to become more expensive in U.S. dollar terms, a Fund could lock in the exchange rate today for a transfer that needs to occur in the future, thereby protecting against exchange rate movements.

 

Cross Hedge . If the value of a particular currency is expected to decrease against the value of another currency, a Fund may sell the currency expected to decrease in value and purchase a currency which is expected to increase in value against the currency sold in an amount approximately equal to some or all of a Fund’s portfolio holdings denominated in the currency sold.

 

Direct Hedge . If a Fund wants to eliminate substantially all of the risk of owning a particular currency, or if a Sub-Adviser expects that a Fund may benefit from price appreciation in a security denominated in a particular foreign currency but does not wish to maintain exposure to that currency, it may employ a direct hedge back into the U.S. dollar. In either case, a Fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but a Fund would hope to benefit from an increase in value of the security, if any.

 

Proxy Hedge . A Fund might choose to use a “proxy” hedge, which may be less costly than a direct hedge. In this case, a Fund, having purchased a security denominated in a foreign currency, will sell a currency whose value is expected to be closely linked to the currency in which the security is denominated. Interest rates prevailing in the country whose currency was sold would be expected to be closer to those in the U.S. and lower than those of securities denominated in the currency of the original holding. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at times.

 

Foreign Securities. A Fund may invest in foreign securities. These include non-U.S. dollar-denominated securities traded principally outside the U.S. and dollar-denominated securities traded in the U.S. and other exchanges (such as ADRs and GDRs). Investors should realize that investing in foreign securities involves certain special considerations that typically are not associated with investing in U.S. securities. Such investments increase a Fund’s diversification and may enhance return, but they also involve some special risks such as exposure to potentially adverse local political and economic developments; nationalization and exchange controls; potentially lower liquidity and higher volatility; possible problems arising from accounting, disclosure, settlement, and regulatory practices that differ from U.S. standards; and the chance that fluctuations in foreign exchange rates will decrease the investment’s value (favorable changes can increase its value). In addition, foreign securities purchased by the Fund may be subject to foreign government taxes, higher custodian fees, higher brokerage commissions and dividend collection fees. Foreign government securities are issued or guaranteed by a foreign government, province, instrumentality, political subdivision or similar unit thereof.

 

Currency Risk . The value of the Fund’s foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the

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foreign currency in which the security is denominated, and increases when the value of the U.S. dollar falls against such currency.

 

Political and Economic Risk . The economies of many of the countries in which the Fund may invest may not be as developed as the United States’ economy and may be subject to significantly different forces. Conversely, investments in certain countries may be more or less secure than investments in the U.S., which cause repatriation risks from taxes and regulatory impairment when bringing such investments back to the U.S. As is the case in the U.S., political or social instability, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Fund’s investments.

 

Regulatory Risk . Foreign companies are not registered with the SEC and are generally not subject to the regulatory controls imposed on United States issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies are not subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Income, gain and proceeds from foreign securities owned by the Fund may be reduced by a withholding tax at the source or subject to other foreign taxes, which tax or taxes would reduce dividend income payable to the Fund’s shareholders.

 

Market Risk . The securities markets in many of the countries in which the Fund invests will have substantially less trading volume than the major United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations. In addition, transaction costs in foreign securities markets are likely to be higher because brokerage commission rates in foreign countries are likely to be higher than in the United States.

 

Risk of Developing (Emerging Market) Countries . The Fund may invest in securities of developing or emerging market countries, including foreign markets. While subject to reasonable interpretation, developing countries are generally those countries which are not included in the MSCI World Index. The Fund considers various factors when determining whether a company is in a developing country, including whether: (1) it is organized under the laws of a developing country; (2) it has a principal office in a developing country; (3) it derives 50% or more of its total revenues from business in a developing country; or (4) its securities are traded principally on a stock exchange, or in an OTC market, in a developing country. Investments in developing countries present risks greater than, and in addition to, those presented by investments in foreign issuers in general. A number of developing countries restrict, to varying degrees, foreign investment in stocks. Certain investors may not be able to participate in favorable corporate action events. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. Foreign exchange transactions may need to be executed with authorized agents, and there may not be any guarantee of execution in a timely manner. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in recent years, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the developing securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative liquidity, and are characterized by significant price volatility. News and information about companies and corporate events may be limited or restricted. News and information about companies and corporate events may be limited or restricted. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which may have a detrimental effect on the Fund’s investments.

 

Investments in developing countries present risks greater than, and in addition to, those presented by investments in foreign issuers in general. A number of developing countries restrict, to varying degrees, foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in recent years, and devaluation may occur subsequent to investments in these currencies by a Fund. Inflation and rapid fluctuations in inflation

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rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the developing securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative liquidity, and are characterized by significant price volatility. News and information about companies and corporate events may be limited or restricted. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which may have a detrimental effect on the Fund’s investments.

 

Futures. To the extent consistent with applicable law and its investment restrictions, a Fund permitted to invest in futures contracts may invest in futures contracts on, among other things, financial instruments (such as a U.S. Government security or other fixed income security), individual equity securities (“single stock futures”), securities indices, interest rates, currencies, inflation indices, and, to the extent a Fund is permitted to invest in commodities and commodity-related derivatives, commodities or commodities indices. Futures contracts on securities indices are referred to herein as “Index Futures.” Futures contracts can be utilized to increase or decrease various types of market exposure and risks.

 

Certain futures contracts are physically settled (i.e., involve the making and taking of delivery of a specified amount of an underlying security or other asset). For instance, the sale of certain futures contracts on foreign currencies or financial instruments creates an obligation of the seller to deliver a specified quantity of an underlying foreign currency or financial instrument called for in the contract for a stated price at a specified time. Conversely, the purchase of certain futures contracts creates an obligation of the purchaser to pay for and take delivery of the underlying foreign currency or financial instrument called for in the contract for a stated price at a specified time. In some cases, the specific instruments delivered or taken, respectively, on the settlement date are not determined until on or near that date. That determination is made in accordance with the rules of the exchange on which the sale or purchase was made. Some futures contracts are cash settled (rather than physically settled), which means that the purchase price is subtracted from the current market value of the instrument and the net amount, if positive, is paid to the purchaser by the seller of the futures contract. If the net amount is negative, it is paid by the purchaser to the seller of the futures contract. In particular, Index Futures are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of a securities index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of a securities index might be a function of the value of certain specified securities, no physical delivery of these securities is made.

 

The purchase or sale of a futures contract differs from the purchase or sale of a security or option in that no price or premium is paid or received. Instead, an amount of cash, U.S. Government securities, or other liquid assets equal in value to a percentage of the face amount of the futures contract must be deposited with the broker. This amount is known as initial margin. The amount of the initial margin is generally set by the market on which the contract is traded (margin requirements on foreign exchanges may be different than those on U.S. exchanges). Subsequent payments to and from the broker, known as variation margin, are made on a daily basis as the price of the underlying futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” Prior to the settlement date of the futures contract, the position may be closed by taking an opposite position. A final determination of variation margin is then made, additional cash is required to be paid to or released by the broker, and the purchaser realizes a loss or gain. In addition, a commission is paid to the broker on each completed purchase and sale.

 

Although some futures contracts call for making or taking delivery of the underlying securities, currencies, commodities, or other underlying instrument, in most cases futures contracts are closed before the settlement date without the making or taking of delivery by offsetting purchases or sales of matching futures contracts (i.e., with the same exchange, underlying financial instrument, currency, commodity, or index, and delivery month). The Funds may also enter into contracts that cash settle otherwise physically delivered futures contracts. If the price of the initial sale exceeds the price of the offsetting purchase, the seller is paid the difference and realizes a gain. Conversely, if the price of the offsetting purchase exceeds the price of the initial sale, the seller realizes a loss. Similarly, a purchase of a futures contract is closed out by selling a corresponding futures contract. If the offsetting sale price exceeds the original purchase price, the purchaser realizes a gain, and, if the original purchase price exceeds the offsetting sale price, the purchaser realizes a loss. Any transaction costs must also be included in these calculations.

 

In the United States, futures contracts are traded only on commodity exchanges or boards of trade – known as “contract markets” – approved by the Commodity Futures Trading Commission (“CFTC”) and must be executed through a futures 

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commission merchant or brokerage firm that is a member of the relevant market. Certain Funds also may purchase futures contracts on foreign exchanges or similar entities, which are not regulated by the CFTC and may not be subject to the same degree of regulation as the U.S. contract markets.

 

Index Futures. To the extent consistent with applicable law and investment restrictions, a Fund may purchase or sell Index Futures, which are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of a securities index at the close of the last trading day of the contract and the price at which the index contract was originally written. A Fund may close open positions on a contract market on which Index Futures are traded at any time up to and including the expiration day. In general, all positions that remain open at the close of business on that day must be settled on the next business day (based on the value of the relevant index on the expiration day). Additional or different margin requirements as well as settlement procedures may apply to foreign stock Index Futures.

 

Interest Rate Futures. Some Funds may engage in transactions involving the use of futures on interest rates. These transactions may be in connection with investments in U.S. Government securities and other fixed income securities.

 

Options on Futures Contracts. Options on futures contracts, which includes options on foreign exchange futures, give the purchaser the right in return for the premium paid to assume a long position (in the case of a call option) or a short position (in the case of a put option) in a futures contract at the option exercise price at any time during the period of the option (in the case of an American-style option) or on the expiration date (in the case of European-style option). Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the holder acquires a short position and the writer is assigned the opposite long position in the futures contract. Accordingly, in the event that an option is exercised, the parties will be subject to all the risks associated with the trading of futures contracts, such as payment of initial and variation margin deposits.

 

Funds may use options on futures contracts in lieu of writing or buying options directly on the underlying securities or purchasing and selling the underlying futures contracts. For example, to hedge against a possible decrease in the value of its portfolio securities, a Fund may purchase put options or write call options on futures contracts rather than selling futures contracts. Similarly, a Fund may hedge against a possible increase in the price of securities the Fund expects to purchase by purchasing call options or writing put options on futures contracts rather than purchasing futures contracts. Options on futures contracts generally operate in the same manner as options purchased or written directly on the underlying investments.

 

A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits may vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

 

A position in an option on a futures contract may be terminated by the purchaser or seller prior to expiration by effecting a closing purchase or sale transaction, subject to the availability of a liquid secondary market, which is the purchase or sale of an option of the same type (i.e., the same exercise price and expiration date) as the option previously purchased or sold. The difference between the premiums paid and received represents the Fund’s profit or loss on the transaction.

 

Commodity Futures and Options on Commodity Futures. Certain of the Funds may have exposure to futures contracts on various commodities or commodities indices (“commodity futures”) and options on commodity futures. A futures contract on a commodity is an agreement between two parties, in which one party agrees to purchase a commodity, such as an energy, agricultural, or metal commodity from the other party at a later date at a price and quantity agreed upon when the contract is made. Futures contracts on commodities indices operate in a manner similar to Index Futures.

 

Risk Factors in Futures and Futures Options Transactions . Investment in futures contracts involves risk. A purchase or sale of futures contracts may result in losses in excess of the amount invested in the futures contract. If a futures contract is used for hedging, an imperfect correlation between movements in the price of the futures 

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contract and the price of the security, currency, or other investment being hedged creates risk. Correlation is higher when the investment being hedged underlies the futures contract. Correlation is lower when the investment being hedged is different than the security, currency, or other investment underlying the futures contract, such as when a futures contract on an index of securities or commodities is used to hedge a single security or commodity, a futures contract on one security (e.g., U.S. Treasury bonds) or commodity (e.g., gold) is used to hedge a different security (e.g., a mortgage-backed security) or commodity (e.g., copper), or when a futures contract in one currency is used to hedge a security denominated in another currency. In the case of Index Futures and futures on commodity indices, changes in the price of those futures contracts may not correlate perfectly with price movements in the relevant index due to market distortions. In the event of an imperfect correlation between a futures position and the portfolio position (or anticipated position) intended to be hedged, the Fund may realize a loss on the futures contract at the same time the Fund is realizing a loss on the portfolio position intended to be hedged. To compensate for imperfect correlations, a Fund may purchase or sell futures contracts in a greater amount than the hedged investments if the volatility of the price of the hedged investments is historically greater than the volatility of the futures contracts. Conversely, a Fund may purchase or sell fewer futures contracts if the volatility of the price of the hedged investments is historically less than that of the futures contract. The successful use of transactions in futures and related options for hedging also depends on the direction and extent of exchange rate, interest rate, and asset price movements within a given time frame. For example, to the extent equity prices remain stable during the period in which a futures contract or option is held by a Fund investing in equity securities (or such prices move in a direction opposite to that anticipated), the Fund may realize a loss on the futures transaction, which is not fully or partially offset by an increase in the value of its portfolio securities. As a result, the Fund’s total return for such period may be less than if it had not engaged in the hedging transaction.

 

All participants in the futures market are subject to margin deposit and maintenance requirements. Instead of meeting margin calls, investors may close futures contracts through offsetting transactions, which could distort normal correlations. The margin deposit requirements in the futures market are less onerous than margin requirements in the securities market, allowing for more speculators who may cause temporary price distortions. However, the futures exchanges may adjust margin requirements, and the Funds may have to post additional margin to meet such requirements.

 

Trading hours for foreign stock Index Futures may not correspond perfectly to the trading hours of the foreign exchange to which a particular foreign stock Index Future relates. As a result, the lack of continuous arbitrage may cause a disparity between the price of foreign stock Index Futures and the value of the relevant index.

 

A Fund may purchase futures contracts (or options on futures contracts) as an anticipatory hedge against a possible increase in the price of the currency in which securities the Fund anticipates purchasing is denominated. In such instances, the currency value may instead decline. If the Fund does not then invest in those securities, the Fund may realize a loss on the futures contract that is not offset by a reduction in the price of the securities purchased.

 

A Fund’s ability to engage in the futures and options on futures strategies described above depends on the liquidity of those instruments. Trading interest in various types of futures and options on futures cannot be predicted. Therefore, no assurance can be given that a Fund will be able to utilize these instruments at all or that their use will be effective. In addition, a liquid market may not exist at a time when a Fund seeks to close out a futures or option on a futures contract position, and that Fund would remain obligated to meet margin requirements until the position is closed. The liquidity of a secondary market in a futures contract may be adversely affected by “daily price fluctuation limits” established by commodity exchanges to limit the amount of fluctuation in a futures contract price during a single trading day. Once the daily limit has been reached, no trades of the contract may be entered at a price beyond the limit, thus preventing the liquidation of open futures positions. In the past, prices have exceeded the daily limit on several consecutive trading days. Short (and long) positions in Index Futures or futures on commodities indices may be closed only by purchasing (or selling) a futures contract on the exchange on which the Index Futures or commodity futures, as applicable, are traded.

 

As discussed above, if a Fund purchases or sells a futures contract, it is only required to deposit initial and variation margin as required by relevant CFTC regulations and the rules of the contract market. The Fund’s net asset value will generally fluctuate with the value of the security or other instrument underlying a futures contract as if it were already in the Fund’s portfolio. Futures transactions can have the effect of investment leverage.

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Furthermore, if a Fund combines short and long positions, in addition to possible declines in the values of its investment securities, the Fund will incur losses if the index underlying the long futures position underperforms the index underlying the short futures position. A Fund may enter into an agreement to cash settle exchange-traded futures contracts, and exchange-cleared forward contracts.

 

In addition, if a Fund’s futures brokers become bankrupt or insolvent, or otherwise default on their obligations to the Fund, the Fund may not receive all amounts owing to it in respect of its trading, despite the futures clearinghouse fully discharging all of its obligations. Furthermore, in the event of the bankruptcy of a futures broker, a Fund could be limited to recovering only a pro rata share of all available funds segregated on behalf of the futures broker’s combined customer accounts, even though certain property specifically traceable to the Fund was held by the futures broker.

 

Daily trading limits imposed by the exchanges and position limits established by the CFTC may adversely affect the Fund. The CFTC and U.S. commodities exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day by regulations referred to as “daily price fluctuation limits” or “daily trading limits.” Once the daily trading limit has been reached in a particular futures contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially disguising substantial losses the Fund may ultimately incur.

 

Separately, the CFTC and the U.S. commodities exchanges and certain non-U.S. exchanges have established limits referred to as “speculative position limits” or “accountability levels” on the maximum net long or short futures positions that any person may hold or control in contracts traded on such exchanges. The CFTC re-proposed final regulations pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that would impose new position limits on 28 individual agricultural, metal and energy commodity futures and options contracts and on swaps that are economically equivalent to such contracts in order to prevent excessive speculation and manipulation in the commodity markets. It remains to be seen whether these regulations will be adopted. In addition, the CFTC recently adopted amended aggregation rules for determining compliance with speculative position limits established by the CFTC in futures contracts and options.

 

These regulations are extremely complex and may require further guidance and interpretation by the CFTC to determine in all respects how they apply to the Fund. The full implementation of the Fund’s investment strategy could be negatively impacted by the existing or any future position limits regulations.

 

Additional Risk Associated with Commodity Futures Transactions. Several additional risks are associated with transactions in commodity futures contracts.

 

Storage Costs. The price of a commodity futures contract reflects the storage costs of purchasing the underlying commodity, including the time value of money invested in the commodity. To the extent that the storage costs change, the value of the futures contracts may change correspondingly.

 

Reinvestment Risk. In the commodity futures markets, producers of an underlying commodity may sell futures contracts to lock in the price of the commodity at delivery. To induce speculators to purchase the other side (the long side) of the contract, the commodity producer generally must sell the contract at a lower price than the expected futures spot price. Conversely, if most purchasers of the underlying commodity purchase futures contracts to hedge against a rise in commodity prices, then speculators will only sell the contract at a higher price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected futures spot price. As a result, when a sub-adviser reinvests the proceeds from a maturing contract, it may purchase a new futures contract at a higher or lower price than the expected futures spot prices of the maturing contract or choose to pursue other investments.

 

Additional Economic Factors. The value of the commodities underlying commodity futures contracts may be subject to additional economic and non-economic factors, such as drought, floods or other weather conditions,

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livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in supply and demand, tariffs, and international economic, political, and regulatory developments.

 

Additional Risk Associated with Futures Contracts and Options on Futures Contracts Traded on Foreign Exchanges. Futures contracts and options on futures contracts may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States (which are regulated by the CFTC) and may be subject to greater risks than trading on domestic exchanges. For example, some foreign exchanges may be principal markets so that no common clearing facility exists and a trader may look only to the broker for performance of the contract. The lack of a common clearing facility creates counterparty risk.

 

Commodity Pool Operator Status. JNAM acts in its capacity as a registered commodity pool operator (“CPO”) with respect to certain funds offered by other investment companies in the Fund Complex (as defined under “Managers and Officers of the JNL Variable Fund”). Each of the sub-advisers to these Funds either acts in its capacity as a registered commodity trading adviser (“CTA”), relies upon an exemption from CTA registration or does not provide advice relating to trading commodity interests and, accordingly, is not required to be registered as a CTA with respect to each such Fund. A CPO or CTA acting in a registered capacity is subject to a variety of regulatory obligations. In particular, a CPO or CTA is subject to additional CFTC-mandated disclosure, reporting, and recordkeeping obligations with respect to Funds for which it acts in a registered capacity. Compliance by the CPO or CTA with the CFTC’s regulatory requirements could increase Fund expenses, adversely affecting the Fund’s total return.

 

With respect to each Fund of the JNL Variable Fund, JNAM has filed with the NFA a notice claiming an exclusion from the definition of the term “commodity pool operator” under the CEA (the “exclusion”). Accordingly, JNAM is not subject to registration or regulation as a “commodity pool operator” under the CEA with respect to these Funds. To remain eligible for the exclusion, each of these Funds will be limited in its ability to use certain instruments regulated under the CEA (“commodity interests”), including futures and options on futures and certain swaps transactions. In the event that such a Fund’s investments in commodity interests are not within the thresholds set forth in the exclusion, JNAM may be required to act in a registered CPO capacity with respect to that Fund. JNAM’s eligibility to claim the exclusion with respect to a Fund will be based upon, among other things, the level of the Fund’s investment in commodity interests, the purposes of such investments, and the manner in which the Fund holds out its use of commodity interests. The ability of each Fund to invest in commodity interests (including, but not limited to, futures and swaps on broad-based securities indexes and interest rates) may be limited by JNAM’s intention to operate the Fund in a manner that would permit JNAM to continue to claim the exclusion, which may adversely affect the Fund’s total return.

 

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

 

Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value of a Fund.

 

Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, and are

11

considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable.

 

Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. If so, a Fund’s investments in these products will be subject to limits applicable to investments in investment companies and may be subject to other restrictions imposed by the 1940 Act.

 

Illiquid Securities. A Fund may hold illiquid investments. An illiquid investment is defined as any investment a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or disposition significantly changing the market value of the investment. The Board has designated the Liquidity Risk Management Committee (“LRMC”) as the administrator of the Funds’ liquidity risk management program. The LRMC has delegated day- to -day responsibility for classifying the Funds’ investments to the JNAM Risk Department, which will coordinate with Sub-Advisers, where applicable, and third party service providers to classify each Fund’s investments . The Funds’ liquidity risk management program has established procedures for determining the liquidity category – highly liquid, moderately liquid, less liquid and illiquid – for each Fund’s investments. Illiquid investments may include: repurchase agreements with remaining maturities in excess of seven days; securities for which market quotations are not readily available; certain loan participation interests; fixed time deposits which are not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits); and restricted securities (securities that cannot be offered for sale to the public without first being registered under the Securities Act of 1933, as amended (“1933 Act”)) not determined to be liquid in accordance with the Funds’ liquidity risk management program. It should be noted that not all “restricted securities” are classified as illiquid securities. A Sub-Adviser may be subject to significant delays in disposing of illiquid securities, and transactions in illiquid securities may entail registration expenses and other transaction costs that are higher than those for transactions in liquid securities.

 

Reduced liquidity in the secondary market for illiquid securities may make it difficult or impossible for the Funds to obtain market quotations based on actual transactions for purposes of valuing the Funds’ shares.

 

Installment Receipts. Installment receipts are viewed as new issues of stock sold with the obligation that buyers will pay the issue price in a series of installment payments instead of one lump sum payment. The buyer usually pays a deposit upon settlement, normally one-half the issue price of the shares, with the balance to be paid in one year.

 

Interfund Lending. Pursuant to an exemptive order issued by the SEC, the Funds, as well as the portfolios of JNL Series Trust, JNL Investors Series Trust, and Jackson Variable Series Trust (in this section, the “Funds”) will have the ability to lend money to, and borrow money from, each other pursuant to a master interfund lending agreement (the “Interfund Lending Program”). Under the Interfund Lending Program, the Funds (other than a money market fund) may lend or borrow money for temporary purposes directly to or from one another (an “Interfund Loan”), subject to meeting the conditions of the SEC exemptive order. Money market funds may only lend in accordance with the requirements of the exemptive order. All Interfund Loans would consist only of uninvested cash reserves that the lending Fund otherwise would invest in short-term repurchase agreements or other short-term instruments.

 

If a Fund has outstanding bank borrowings, any Interfund Loans to the Fund would: (a) be at an interest rate equal to or lower than that of any outstanding bank loan, (b) be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral, (c) have a maturity no longer than any outstanding bank loan (and in any event not over seven days), and (d) provide that, if an event of default occurs under any agreement evidencing an outstanding bank loan to the Fund, that event of default will automatically (without need for action or notice by the lending Fund) constitute an immediate event of default under the interfund lending agreement, entitling the lending Fund to call the Interfund Loan (and exercise all rights with respect to any collateral), and that such call will be made if the lending bank exercises its right to call its loan under its agreement with the borrowing Fund.

 

A Fund may borrow on an unsecured basis through the Interfund Lending Program only if its outstanding borrowings from all sources immediately after the borrowing total 10% or less of its total assets, provided that if the Fund has a secured loan outstanding from any other lender, including but not limited to another Fund, the Fund’s borrowing will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Fund’s total outstanding borrowings immediately after an Interfund Loan under the Interfund Lending Program exceed 10% of its total assets, the Fund may borrow through the Interfund Lending

12

Program on a secured basis only. A Fund may not borrow under the Interfund Lending Program or from any other source if its total outstanding borrowings immediately after the borrowing would be more than 33 1/3% of its total assets or any lower threshold provided for by a Fund’s fundamental restriction or non-fundamental policy.

 

No Fund may lend to another Fund through the Interfund Lending Program if the loan would cause the lending Fund’s aggregate outstanding loans through the Interfund Lending Program to exceed 15% of its current net assets at the time of the loan. A Fund’s Interfund Loans to any one Fund shall not exceed 5% of the lending Fund’s net assets. The duration of Interfund Loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days, and for purposes of this condition, loans effected within seven days of each other will be treated as separate loan transactions. Each Interfund Loan may be called on one business day’s notice by a lending Fund and may be repaid on any day by a borrowing Fund.

 

The limitations detailed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending Fund and the borrowing Fund. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Fund, there is a risk that the Interfund Loan could be called on one day’s notice or not renewed, in which case the Fund may have to borrow from a bank at higher rates if an Interfund Loan is not available from another Fund. Interfund Loans are subject to the risk that the borrowing Fund could be unable to repay the loan when due, and a delay in repayment to a lending Fund could result in a lost opportunity or additional lending costs. No Fund may borrow more than the amount permitted by its investment limitations.

 

Investment Companies. A Fund may invest in investment companies to the extent permitted under the 1940 Act, including unaffiliated money market funds. A Fund may invest cash balances in shares of investment companies, including affiliated investment companies, which are money market funds managed by the JNL Variable Fund’s investment adviser or its affiliates. As a shareholder in an investment company, a Fund would bear its pro rata share of that investment company’s expenses, which could result in duplication of certain fees, including management and administrative fees.

 

A Fund may also invest, without limitation, in affiliated and unaffiliated money market funds in accordance with Rule 12d1-1 under the 1940 Act (see “ Cash Position ”).

 

Portfolio Turnover . Portfolio turnover is the buying and selling of securities held by a Fund. A Fund may engage in short-term transactions if such transactions further its investment objective. A Fund may sell one security and simultaneously purchase another of comparable quality or simultaneously purchase and sell the same security to take advantage of short-term differentials in bond yields or otherwise purchase individual securities in anticipation of relatively short-term price gains. The rate of portfolio turnover will not be a determining factor in the purchase and sale of such securities. Portfolio turnover rates also may be increased by purchases or redemptions of a Fund’s shares, because of the need to invest new cash resulting from purchases of shares or the need to sell portfolio securities owned in order to meet redemption requests. Increased portfolio turnover necessarily results in correspondingly higher costs including brokerage commissions, dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities to a Fund. Thus, the higher the rate of portfolio turnover of a Fund, the higher these transaction costs borne by the Fund generally will be. Changes in portfolio turnover rates were generally the result of active trading strategies employed by such Funds’ portfolio manager(s) in response to market conditions, and not reflective of a material change in investment strategy .

 

For the period ending December 31, 2017, the portfolio turnover rate for the Class A and Class I shares of the JNL/Mellon MSCI World Index Fund was 142%. For the period ending December 31, 2018, the portfolio turnover rate for the Class A and Class I shares of the JNL/Mellon MSCI World Index Fund was 2%. The lower portfolio turnover rate of the JNL/Mellon MSCI World Index Fund is the result of the JNL/Mellon MSCI World Index Fund's change in strategy being implemented for a full fiscal year.

 

For the period ending December 31, 2017, the portfolio turnover rate for the Class A and Class I shares of the JNL/Mellon Communication Services Sector Fund was 27%. For the period ending December 31, 2018, the portfolio turnover rate for the Class A and Class I shares of the JNL/Mellon Communication Services Sector Fund was 110%. The higher portfolio turnover rate of the JNL/Mellon Communication Services Sector Fund is the result of the reconstitution of the JNL/Mellon Communication Services Sector Fund's index in September 2018.

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Real Estate Investment Trusts (“REITs”). The Funds may gain exposure to the real estate sector by investing in REITs. REITs are pooled investment vehicles that own, and typically operate, income-producing real estate. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other expenses, and so the Funds that invest in REITs will bear their proportionate share of the costs of the REITs’ operations.

 

There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest primarily in direct fee ownership or leasehold ownership of real property; they derive most of their income from rents. Dividends received by a Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income. Mortgage REITs invest mostly in mortgages on real estate, which may secure construction, development or long-term loans, and the main source of their income is mortgage interest payments. Hybrid REITs hold both ownership and mortgage interests in real estate.

 

Along with the risks common to different types of real estate-related securities, REITs, no matter the type, involve additional risk factors. These include poor performance by the REIT’s manager, changes to the tax laws, and failure by the REIT to qualify for favorable tax treatment under the Code or exemption under the 1940 Act. Furthermore, REITs are not diversified and are heavily dependent on cash flow.

 

Repurchase Agreements and Reverse Repurchase Agreements. A Fund may invest in repurchase or reverse repurchase agreements for the purposes of maintaining liquidity and achieving income. A repurchase agreement involves the purchase of a security by a Fund and a simultaneous agreement by the seller , generally by a bank or broker-dealer , to repurchase that security from the Fund at a specified price and date or upon demand. This technique offers a method of earning income on idle cash. A repurchase agreement may be considered a loan collateralized by the underlying security, which typically is a U.S. Treasury bill or note, or other highly liquid short-term security. A Fund will only enter into repurchase agreements that are fully collateralized. For a repurchase agreement to be considered fully collateralized, the Fund must take physical possession of the security or receive written confirmation of the purchase and a custodial or safekeeping receipt from a third party or be recorded as the owner of the security through the Federal Reserve Book Entry System.

 

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

 

When a Fund invests in a reverse repurchase agreement, it sells a portfolio security to another party, such as a bank or a broker-dealer, in return for cash, and agrees to buy the security back at a future date and price. Reverse repurchase agreements may be used to provide cash to satisfy unusually heavy redemption requests or for other temporary or emergency purposes without selling portfolio securities or to earn additional income on portfolio securities, such as Treasury bills and notes. Reverse repurchase agreements may also be used as a form of a “short sale,” because the Fund is effectively selling the security with an agreement to repurchase the security at a later date (see “Short Sales” for additional information). When entering into a reverse repurchase agreement , the Fund may seek to profit on the difference between the initial security sale price and the repurchase price of that security. Typically, a reverse repurchase agreement requires the Fund to cover or segregate assets in an amount equal to the repurchase price.

 

Securities Lending. The Funds’ Board has approved each Fund’s participation in a securities lending program. Under the securities lending program, each Fund has retained its custodian, JPMorgan Chase Bank, N.A. or State Street Bank and Trust Company, as applicable, to serve as the securities lending agent. A Fund will receive amounts equivalent to any dividends, interest or other distributions on the securities loaned. The Funds’ Board will periodically review information on the Funds’ securities lending program.

 

Lending portfolio securities enables a Fund to earn additional income, but could result in a loss or delay in recovering these securities. The borrower of a Fund’s portfolio securities must deposit acceptable collateral with the Fund’s custodian in an amount, marked to market daily, at least equal to the market value of the securities loaned, plus accrued

14

interest and dividends. Acceptable collateral is limited to cash, U.S. Government securities and irrevocable letters of credit that meet certain guidelines.

 

A Fund may reinvest any cash collateral in money market investments or other investments subject to guidelines approved by the Adviser and the Funds’ Board. A Fund retains authority to terminate any of its loans at any time. A Fund may terminate a loan and regain record ownership of loaned securities to exercise ownership rights, such as voting and subscription rights, when regaining such rights is considered to be in the Fund’s interest.

 

Collateral is invested in a securities lending pool managed by an affiliate of the custodian, JPMorgan Chase Bank, N.A. or State Street Bank and Trust Company, as applicable. The value of the securities lending pool is not guaranteed, and is subject to investment risks. Such investment risks include, but are not limited to, credit risk, default risk, prepayment risk, and market risk.

 

In the event of bankruptcy or other default of the borrower, a Fund may be unable to recover the loaned securities or could experience delays in liquidating the loan collateral or recovering the loaned securities and incur expenses related to enforcing its rights. In addition, there could be a decline in the value of the collateral or in the fair value of the securities loaned while a Fund seeks to enforce its rights thereto and the Fund could experience subnormal levels of income or lack of access to income during that period. The Funds also bear the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment.

 

The net securities lending revenue is shared by the lending agent and the Funds. The Funds retain 100% of their portion. The securities lending revenue “split” between the Funds and the lending agent was determined based on the Adviser’s review of competitive industry information. The Adviser and the Funds’ Board will periodically review the “split” between the lending agent and the Funds. For the fiscal year ended December 31, 2018 , the income earned by each Fund as well as the fees and/or compensation paid by each Fund (in dollars) pursuant to the Securities Lending Agreement between the JNL Variable Fund, on behalf of each Fund, and JPMorgan Bank were as follows (“JPMorgan Securities Lending Agreement”):

 

 
JNL/Mellon
Consumer
Discretionary
Sector Fund
JNL/Mellon
Energy Sector
Fund
JNL/Mellon
Financial Sector
Fund
JNL/Mellon
Healthcare
Sector Fund
JNL/Mellon
Information
Technology
Sector Fund
Gross income earned by the Fund from securities lending activities $ 718,762 $ 548,106 $ 185,615 $ 1,003,367 $482,150
 
Fees and/or compensation paid by the Fund for securities lending activities and related services
 
Any fees paid to JPM from a revenue split $ 64,098 $ 39,557 $ 10,997 $ 95,700 $46,403
Fees paid for any cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split $ 10,600 $ 8,615 $2,787 $ 15,665 $ 7,387
Administrative fees not included in the revenue split $ 2,289 $ 1,720 $ 526 $ 3,146 $1,460
Indemnification fees not included in the revenue split $0 $0 $0 $0 $0
Rebates (paid to borrower) $ 194,440 $ 213,316 $ 93,594 $ 216,532 $107,840
Any other fees not included in the revenue split $0 $0 $0 $0 $0
Aggregate fees/compensation paid by the Fund for securities lending activities $ 271,427 $ 263,208 $ 107,904 $ 331,043 $163,090
15


 
JNL/Mellon
Consumer
Discretionary
Sector Fund
JNL/Mellon
Energy Sector
Fund
JNL/Mellon
Financial Sector
Fund
JNL/Mellon
Healthcare
Sector Fund
JNL/Mellon
Information
Technology
Sector Fund
Net income from securities lending activities $ 447,335 $ 284,899 $ 77,711 $ 672,324
$319,059
           
 
JNL/Mellon Communication Services Sector Fund
Gross income earned by the Fund from securities lending activities $140,559
Fees and/or compensation paid by the Fund for securities lending activities and related services
Any fees paid to JPM from a revenue split $38,222
Fees paid for any cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split $2,161
Administrative fees not included in the revenue split $432
Indemnification fees not included in the revenue split $0
Rebates (paid to borrower) -$136,748
Any other fees not included in the revenue split $0
Aggregate fees/compensation paid by the Fund for securities lending activities -$95,934
Net income from securities lending activities $236,493

 

For the fiscal year ended December 31, 2018, the income earned by each Fund as well as the fees and/or compensation paid by each Fund (in dollars) pursuant to the Securities Lending Agreement between the JNL Variable Fund, on behalf of each Fund, and State Street Bank were as follows (“State Street Securities Lending Agreement”):

 

 
JNL/Mellon JNL
5 Fund
JNL/Mellon
MSCI World
Index Fund
JNL/Mellon
Nasdaq ® 100
Index Fund
JNL/Mellon
S&P ® SMid 60
Fund
Gross income earned by the Fund from securities lending activities $ 2,117,317 $ 109,768 $ 526,054 $ 1,631,125
 
Fees and/or compensation paid by the Fund for securities lending activities and related services
 
Any fees paid to State Street Bank from a revenue split $ 132,406 $ 8,667 $ 52,356 $ 151,766

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JNL/Mellon JNL
5 Fund
JNL/Mellon
MSCI World
Index Fund
JNL/Mellon
Nasdaq ® 100
Index Fund
JNL/Mellon
S&P ® SMid 60
Fund
Fees paid for any cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split $ 29,781 $ 1,181 $ 5,400 $ 16,020
Administrative fees not included in the revenue split $0 $0 $0 $0
Indemnification fees not included in the revenue split $0 $0 $0 $0
Rebates (paid to borrower) $ 953,947 $ 33,294 $ 71,508 $ 320,891
Any other fees not included in the revenue split $0 $0 $0 $0
Aggregate fees/compensation paid by the Fund for securities lending activities $ 1,116,134 $ 43,142 $ 129,265 $ 488,677
Net income from securities lending activities $ 1,001,183 $ 66,627 $ 396,789 $ 1,142,448

 

For the fiscal year ended December 31, 2018 , JPMorgan Bank, acting as agent for the Funds, provided the following services to the Funds in connection with the Funds’ securities lending activities: (i) locating borrowers among an approved list of prospective borrowers; (ii) monitoring applicable minimum spread requirements, lending limits and the value of the loaned securities and collateral received; (iii) seeking additional collateral, as necessary, from borrowers; (iv) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated by the Funds; (v) returning collateral to borrowers; (vi) facilitating substitute dividend, interest, and other distribution payments to the Funds from borrowers; (vii) negotiating the terms of each loan of securities, including, but not limited to, the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with the requirements of the JPMorgan Securities Lending Agreement; (viii) selecting securities, including amounts (percentages), to be loaned; (ix) recordkeeping and accounting servicing; (x) monitoring dividend activity; (xi) material proxy votes relating to loaned securities as well as recall of securities on loan for Fund to vote proxies; (xii) arranging for return of loaned securities to the Fund as necessary or requested by the Funds; and (xiii) preparation of and modification to ancillary lending documents.

 

For the fiscal year ended December 31, 2018 , State Street, acting as agent for the Funds, provided the following services to the Funds in connection with the Funds’ securities lending activities: (i) locating borrowers among an approved list of prospective borrowers; (ii) monitoring applicable minimum spread requirements, lending limits and the value of the loaned securities and collateral received; (iii) seeking additional collateral, as necessary, from borrowers; (iv) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated by the Funds; (v) returning collateral to borrowers; (vi) facilitating substitute dividend, interest, and other distribution payments to the Funds from borrowers; (vii) negotiating the terms of each loan of securities, including, but not limited to, the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with the requirements of the State Street Securities Lending Agreement; (viii) selecting securities, including amounts (percentages), to be loaned; (ix) recordkeeping and accounting servicing; (x) monitoring dividend activity; (xi) material proxy votes relating to loaned securities as well as recall of securities on loan for Fund to vote proxies; (xii) arranging for return of loaned securities to the Fund as necessary or requested by the Funds; and (xiii) preparation of and modification to ancillary lending documents.

 

Short Sales. Certain of the Funds may make short sales of securities: (i) to offset potential declines in long positions in similar securities; (ii) to increase the flexibility of a Fund; (iii) for investment return; (iv) as part of a risk arbitrage strategy; and (v) as part of its overall portfolio management strategies involving the use of derivative instruments. A short

17

sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline.

 

When a Fund makes a short sale of a security, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any accrued interest and dividends on such borrowed securities.

 

If the price of the security sold short increases between the time of the short sale and the time that the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

 

The Funds may invest pursuant to a risk arbitrage strategy to take advantage of a perceived relationship between the value of two securities. Frequently, a risk arbitrage strategy involves the short sale of a security.

 

To the extent that a Fund engages in short sales of securities, it will provide collateral to the broker-dealer and (except in the case of short sales “against the box”) will maintain additional asset coverage in the form of segregated or “earmarked” assets that the Sub-Adviser determines to be liquid in accordance with the procedures established by the Board and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by “offsetting” positions, until the Fund replaces the borrowed security. A short sale is “against the box” to the extent that the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. The Funds will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. To the extent a Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.

 

There can be no assurance that the short positions that a Fund holds will act as an effective hedge against its long positions. Any decrease in negative correlation or increase in positive correlation between the positions the Sub-Adviser anticipated would be offsetting (such as short and long positions in securities or currencies held by a Fund) could result in significant losses for the Fund. A Fund may also take a short position in a derivative instrument, such as a future, forward or swap. A short position on a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying instrument.

 

Short-Term Corporate Debt Securities. A Fund may invest in short-term corporate debt securities, which are non-convertible corporate debt securities ( e.g. , bonds, debentures, money market instruments, notes and other similar instruments and securities) which have one year or less remaining to maturity. Short-term corporate debt securities may have fixed, variable, or floating rates and generally are used by corporations and other issuers to borrow money from investors for such purposes as working capital or capital expenditures. The issuer pays the investor a variable or fixed rate of interest and normally must repay the amount borrowed on or before maturity. Certain bonds are “perpetual” in that they have no maturity date.

 

The investment return of corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of a corporate debt obligation may be expected to rise and fall inversely with interest rates generally. In addition to interest rate risk, corporate debt securities also involve the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies.

 

Warrants. A Fund may invest in warrants, which are securities that are usually issued together with a debt security or preferred stock and that give the holder the right to buy a proportionate amount of common stock at a specified price. Warrants have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. Warrants constitute options to purchase common stock at a specific price, and are valid for a specific period of time. They do not represent ownership of the equity securities, but only the right to buy them. Warrants differ from call options in that warrants are issued by the issuer of the security that may be purchased on their exercise, whereas call

18

options may be issued by anyone. The prices of warrants do not necessarily move parallel to the prices of the underlying securities.

 

Warrants and rights may entail greater risks than certain other types of investments. Generally, rights and warrants do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date. If the market price of the underlying security does not exceed the exercise price during the life of the warrant or right, the warrant or right will expire worthless. Rights and warrants may increase the potential profit or loss to be realized from the investment as compared with investing the same amount in the underlying securities. Similarly, the percentage increase or decrease in the value of an equity security warrant may be greater than the percentage increase or decrease in the value of the underlying common stock.

 

Warrants may relate to the purchase of equity or debt securities. Debt obligations with warrants attached to purchase equity securities have many characteristics of convertible securities and their prices may, to some degree, reflect the performance of the underlying stock. Debt obligations also may be issued with warrants attached to purchase additional debt securities at the same coupon rate. A decline in interest rates would permit a Fund to sell such warrants at a profit. If interest rates rise, these warrants would generally expire with no value.

 

When-Issued Securities and Forward Commitment Contracts. A Fund may purchase securities on a when-issued or delayed delivery basis (“when-issueds”) and may purchase securities on a forward commitment basis, including standby commitments (“forwards”). Any or all of a Fund’s investments in debt securities may be in the form of when-issueds and forwards. The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment take place at a later date. Normally, the settlement date occurs within 90 days of the purchase for when-issueds, but the period may be substantially longer for forwards. During the period between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The purchase of these securities will result in a loss if the value of the securities declines prior to the settlement date. This could occur, for example, if interest rates increase prior to settlement. The longer the period between purchase and settlement, the greater the risk. At the time the Fund makes the commitment to purchase these securities, it will record the transaction and reflect the value of the security in determining its net asset value. The Fund will maintain segregated cash or liquid assets with its custodian bank at least equal in value to its when-issued and forward commitments during the period between the purchase and the settlement (alternatively, a Fund may earmark liquid assets on its records for segregated asset purposes). During this period, alternative investment options are not available to the Fund to the extent that it must maintain segregated assets, cash, or liquid assets to cover its purchase of when-issued securities and forward commitment contracts. Pursuant to recommendations of the Treasury Market Practices Group, which is sponsored by the Federal Reserve Bank of New York, a Fund or its counterparty generally will be required to post collateral when entering into certain forward-settling mortgage-backed securities transactions.

 

A Fund may enter into buy/sell back transactions, which are a form of delayed delivery agreements. In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date.

 

A Fund may also sell securities on a when-issued or delayed delivery basis. These transactions involve a commitment by the Fund to sell securities at a pre-determined price or yield, with payment taking place beyond the customary settlement date.

 

Writing Covered Options on Securities. A Fund may “write” (sell) covered call options and covered put options on optionable securities of the types in which it is permitted to invest from time to time as the Sub-Adviser determines is appropriate in seeking to attain a Fund’s investment objective. Call options written by a Fund give the holder the right to buy the underlying security from the Fund at a stated exercise price; put options give the holder the right to sell the underlying security to the Fund at a stated price.

 

A Fund may only write call options on a covered basis or for cross-hedging purposes and will only write covered put options. A put option would be considered “covered” if the Fund owns an option to sell the underlying security subject to the option having an exercise price equal to or greater than the exercise price of the “covered” option at all times while the put option is outstanding. A call option is covered if the Fund owns or has the right to acquire the underlying securities

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subject to the call option (or comparable securities satisfying the cover requirements of securities exchanges) at all times during the option period. A call option is for cross-hedging purposes if it is not covered, but is designed to provide a hedge against another security which the Fund owns or has the right to acquire. In the case of a call written for cross-hedging purposes or a put option, the Fund will maintain in a segregated account at the Fund’s custodian bank cash or short-term U.S. Government securities with a value equal to or greater than the Fund’s obligation under the option (alternatively, a Fund may earmark liquid assets on its records ). A Fund may also write combinations of covered puts and covered calls on the same underlying security.

 

A Fund will receive a premium from writing an option, which increases the Fund’s return in the event the option expires unexercised or is terminated at a profit. The amount of the premium will reflect, among other things, the relationship of the market price of the underlying security to the exercise price of the option, the term of the option, and the volatility of the market price of the underlying security. By writing a call option, a Fund will limit its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. By writing a put option, a Fund will assume the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market price, resulting in a potential capital loss if the purchase price exceeds the market price plus the amount of the premium received.

 

A Fund may terminate an option that it has written prior to its expiration by entering into a closing purchase transaction in which it purchases an option having the same terms as the option written. The Fund will realize a profit (or loss) from such transaction if the cost of such transaction is less (or more) than the premium received from the writing of the option. Because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from the repurchase of a call option may be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund.

 

Additional Risk Considerations

 

Cybersecurity Risks. With the increased use of technologies such as the Internet to conduct business, the Funds have become potentially more susceptible to operational and information security risks through breaches in cybersecurity. In general, a breach in cybersecurity can result from either a deliberate attack or an unintentional event. Cybersecurity breaches may involve, among other things, infection by computer viruses or other malicious software code or unauthorized access to the fund’s digital information systems, networks or devices through “hacking” or other means, in each case for the purpose of misappropriating assets or sensitive information (including, for example, personal shareholder information), corrupting data or causing operational disruption or failures in the physical infrastructure or operating systems that support the Funds. Cybersecurity risks also include the risk of losses of service resulting from external attacks that do not require unauthorized access to a Fund’s systems, networks or devices. For example, denial-of-service attacks on the investment adviser’s or an affiliate’s website could effectively render a Fund’s network services unavailable to Fund shareholders and other intended end-users. Any such cybersecurity breaches or losses of service may cause a Fund to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause a Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. While the Funds and its investment adviser have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cybersecurity attack tactics, and there is a possibility that certain risks have not been adequately identified or prepared for. In addition, cybersecurity failures by or breaches of a Fund’s third-party service providers (including, but not limited to, the Fund’s investment adviser, transfer agent, custodian, administrators and other financial intermediaries) may disrupt the business operations of the service providers and of a Fund, potentially resulting in financial losses, the inability of Fund shareholders to transact business with the Fund and of the Fund to process transactions, the inability of the Fund to calculate its net asset value, violations of applicable privacy and other laws, rules and regulations, regulatory fines, penalties, reputational damage, reimbursement or other compensatory costs and/or additional compliance costs associated with implementation of any corrective measures. The Funds and its shareholders could be negatively impacted as a result of any such cybersecurity breaches, and there can be no assurance that the Funds will not suffer losses relating to cybersecurity attacks or other informational security breaches affecting the Funds’ third-party service providers in the future, particularly as the Funds cannot control any cybersecurity plans or systems implemented by such service providers.

 

Cybersecurity risks may also impact issuers of securities in which a Fund invests, which may cause the Fund’s investments in such issuers to lose value.

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Emerging Markets. The risk considerations noted below under “Foreign Securities” may be particularly relevant in the case of investments in developing countries. Investments in, or that have exposure to, securities of issuers in emerging markets may involve a high degree of risk and many may be considered speculative. Countries with “emerging market” economies are those with securities markets that are less sophisticated than more developed markets in terms of participation by investors, analyst coverage, liquidity and regulation. Investing in emerging market countries involves certain risks not typically associated with investing in U.S. securities, and imposes risks greater than, or in addition to, risks of investing in non-U.S., developed countries. Emerging market countries are generally located in Asia, Africa, the Middle East, Latin America and Eastern Europe. These investments carry all of the risks of investing in securities of foreign issuers to a heightened degree. These heightened risks include: (i) greater risks of expropriation, confiscatory taxation, nationalization, and less social, political and economic stability; (ii) limitations on daily price changes and the small current size of the markets for securities of emerging markets issuers and the currently low or nonexistent volume of trading, resulting in lack of liquidity and in price volatility; (iii) certain national policies which may restrict a Fund’s investment opportunities including limitations on aggregate holdings by foreign investors and restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and (iv) the absence of developed legal structures governing private or foreign investment and private property.

 

In addition, emerging markets economies may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. In addition, a number of emerging market countries restrict, to various degrees, foreign investment in securities, and high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities.

 

The risks associated with investments in frontier market countries include all the risks associated with investments in developing and emerging markets; however, these risks are magnified for frontier market countries. As a result, investments in companies in frontier market countries are generally subject to a higher risk of loss than investments in companies in traditional emerging and developing market countries due to less developed securities markets, different settlement procedures, greater price volatility, less developed governments and economies, more government restrictions, and the limited ability of foreign entities to participate in certain privatization programs. Investments in companies operating in frontier market countries are highly speculative in nature.

 

Foreign Securities. Investments in foreign (i.e., non-U.S.) securities, including those of foreign governments, involve risks that are different in some respects from investments in securities of U.S. issuers, such as the risk of fluctuations in the value of the currencies in which they are denominated, a heightened risk of adverse political and economic developments and, with respect to certain countries, the possibility of expropriation, nationalization or confiscatory taxation or limitations on the removal of funds or other assets of a Fund. Securities of some foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. There also may be less publicly available information about foreign issuers than domestic issuers, and foreign issuers generally are not subject to the uniform accounting, auditing and financial reporting standards, practices and requirements applicable to domestic issuers. Certain markets may require payment for securities before delivery. A Fund may have limited legal recourse against the issuer in the event of a default on a debt instrument. Delays may be encountered in settling securities transactions in certain foreign markets and a Fund will incur costs in converting foreign currencies into U.S. dollars. Bank custody charges are generally higher for foreign securities and the Funds that invest primarily in foreign securities are particularly susceptible to such risks. Investments in ADRs generally involve the same risks as direct investments in foreign securities, except they do not involve all of the same direct currency and liquidity risks as direct investments in foreign securities.

 

The share price of a Fund that invests in foreign securities will reflect the movements of both the prices of the portfolio securities and the currencies in which such securities are denominated. A Fund’s foreign investments may cause changes in a Fund’s share price that have a low correlation with movement in the U.S. markets. Because most of the foreign securities in which a Fund invests will be denominated in foreign currencies, or otherwise will have values that depend on the performance of foreign currencies relative to the U.S. dollar, the relative strength of the U.S. dollar may be an important factor in the performance of a Fund, depending on the extent of the Fund’s foreign investments.

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A Fund may employ certain strategies in order to manage currency exchange rate risks. For example, a Fund may hedge some or all of its investments denominated in or exposed to a foreign currency against a decline in the value of that currency. A Fund may enter into contracts to sell that foreign currency for U.S. dollars (not exceeding the value of a Fund’s assets denominated in or exposed to that currency) or by participating in options or futures contracts with respect to such currency (position hedge). A Fund could also hedge that position by selling a second currency, which is expected to perform similarly to the currency in which portfolio investments are denominated, for U.S. dollars (proxy hedge). A Fund may also enter into a forward contract to sell the currency in which the security is denominated for a second currency that is expected to perform better relative to the U.S. dollar if the sub-adviser believes there is a reasonable degree of correlation between movements in the two currencies (cross hedge). A Fund may also enter into a forward contract to sell a currency in which portfolio securities are denominated in exchange for a second currency in order to manage its currency exposure to selected countries. In addition, when a Fund anticipates purchasing or selling securities denominated in or exposed to a particular currency, the Fund may enter into a forward contract to purchase or sell such currency in exchange for the dollar or another currency (anticipatory hedge).

 

These strategies seek to minimize the effect of currency appreciation as well as depreciation, but do not protect against a decline in the underlying value of the hedged security. In addition, such strategies may reduce or eliminate the opportunity to profit from increases in the value of the original currency and may impact adversely a Fund’s performance if the sub-adviser’s projection of future exchange rates is inaccurate. If the sub-adviser employs such strategies based on an incorrect prediction of future exchange rates, the Fund’s return may be lower than if such strategies had not been employed at all.

 

Derivatives Regulation. The U.S. Government has enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union (and some other countries) are implementing similar requirements, which will affect a Fund when it enters into a derivatives transaction with a counterparty organized in that country or otherwise subject to that country’s derivatives regulations. Because these requirements are new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear.

 

Transactions in some types of swaps (including interest rate swaps and credit default swaps on North American and European indices) are required to be centrally cleared. In a transaction involving those swaps (“cleared derivatives”), a Fund’s counterparty is a clearing house rather than a bank or broker. Because the Funds are not members of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Funds hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Funds make payments (including margin payments) to and receive payments from a clearing house through their accounts at clearing members. Clearing members guarantee performance of their clients’ obligations to the clearing house.

 

In some ways, cleared derivative arrangements are less favorable to mutual funds than bilateral arrangements, for example, by requiring that funds provide more margin for their cleared derivatives positions. Also, as a general matter, in contrast to a bilateral derivatives position, following a period of notice to a Fund, a clearing member at any time can require termination of an existing cleared derivatives position or an increase in margin requirements above those required at the outset of a transaction. Clearing houses also have broad rights to increase margin requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the ability of a Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose a Fund to greater credit risk to its clearing member because margin for cleared derivatives positions in excess of a clearing house’s margin requirements typically is held by the clearing member. Also, a Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that the Adviser or Sub-Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund’s behalf. While the documentation in place between the Funds and their clearing members generally provides that the clearing members will accept for clearing all cleared derivatives transactions that are within credit limits (specified in advance) for each Fund, the Funds are still subject to the risk that no clearing member will be willing or able to clear a transaction. In those cases, the position might have to be terminated, and the Fund could lose some or all of the benefit of the position, including loss of an increase in the value of the position and loss of hedging protection. In addition, the documentation governing the relationship between the Funds and clearing members is drafted by the clearing members and generally is less favorable to the Funds than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Funds in favor of the clearing member for losses the clearing member incurs as the Funds’ clearing member and typically does not provide the Funds any remedies if the clearing member defaults or becomes insolvent.

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While futures contracts entail similar risks, the risks likely are more pronounced for cleared derivatives due to their more limited liquidity and market history.

 

Some types of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Funds. For example, swap execution facilities typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, a Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Fund’s behalf, against any losses or costs that may be incurred as a result of the Fund’s transactions on the swap execution facility. If a Fund wishes to execute a package of transactions that include a swap that is required to be executed on a swap execution facility as well as other transactions (for example, a transaction that includes both a security and an interest rate swap that hedges interest rate exposure with respect to such security), the Fund may be unable to execute all components of the package on the swap execution facility. In that case, the Fund would need to trade some components of the package on the swap execution facility and other components in another manner, which could subject the Fund to the risk that some components would be executed successfully and others would not, or that the components would be executed at different times, leaving the Fund with an unhedged position for a period of time.

 

The U.S. Government and the European Union have adopted mandatory minimum margin requirements for bilateral derivatives. Such requirements could increase the amount of margin required to be provided by a Fund in connection with its derivatives transactions and, therefore, make derivatives transactions more expensive.

 

Also, in the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that the Funds’ ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new special resolution regimes adopted in the United States, the European Union and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, in the European Union, governmental authorities could reduce, eliminate, or convert to equity the liabilities to the Funds of a counterparty experiencing financial difficulties (sometimes referred to as a “bail in”).

 

These and other new rules and regulations could, among other things, further restrict a Fund’s ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund or otherwise limiting liquidity. The implementation of the clearing requirement has increased the costs of derivatives transactions for the Funds because the Funds have to pay fees to their clearing members and are typically required to post more margin for cleared derivatives than they have historically posted for bilateral derivatives. The costs of derivatives transactions are expected to increase further as clearing members raise their fees as to cover the costs of additional capital requirements and other regulatory changes applicable to the clearing members, and when rules imposing mandatory minimum margin requirements on bilateral swaps become effective. These rules and regulations are new and evolving, so their potential impact on the Funds and the financial system are not yet known. While the new rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Funds to new kinds of costs and risks.

 

Investment Strategy Risks. The common stocks selected for certain Funds generally share attributes that have caused them to have lower prices or higher yields relative to other stocks in their respective index or exchange. The issuers of such common stocks may, for example, be experiencing financial difficulty, or be out of favor in the market because of weak performance, poor earnings forecasts or negative publicity; or they may be reacting to general market cycles. There can be no assurance that the market factors that caused the relatively low prices and high dividend yields of the common stocks selected will or will not change, that any negative conditions adversely affecting the stock prices will not deteriorate, that the dividend rates on the common stocks will be maintained or that share prices will not decline further during the holding period of such stocks in the Funds, or that the common stock will continue to be included in the respective indices or exchanges. Investing in stocks with low share prices or highest dividend yields amounts to a “contrarian” strategy because these shares are often out of favor. Such strategy may be effective in achieving the

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respective strategy-based Fund’s investment objective because regular dividends are common for established companies and dividends have often accounted for a substantial portion of the total return on stocks of the index as a group. However, there is no guarantee that either a Fund’s objective will be achieved or that a Fund will achieve capital appreciation of its portfolio holdings in excess of such Fund’s expenses. Because of the contrarian nature of the investment strategies of the Funds, and the attributes of the common stock which caused inclusion in their portfolios, such Funds may not be appropriate for investors seeking either preservation of capital or high current income. In addition, the strategies for all of the Funds have underperformed their respective index or indices in certain years.

 

Liquidity Risk. Liquidity risk is the risk that a Fund could not meet requests to redeem shares issued by a Fund without significant dilution of remaining investors’ interests in the Fund. Liquidity risk exists when a Fund reasonably expects that an investment cannot be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or disposition significantly changing the market value of the investment. A Fund’s investment in a particular security may reduce the returns of the Fund because it may be unable to sell that security at an advantageous time or price. Securities with liquidity risk include those that have small average trading volumes or become subject to trading restrictions. Funds with principal investment strategies that involve small-cap securities, large positions relative to market capitalization, foreign securities, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Further, price movements of securities during the rebalance period could also negatively affect performance.

 

Litigation. At any time, litigation may be instituted on a variety of grounds with respect to the issuer of a common stock held in a Fund’s portfolio. It is not possible to predict whether any litigation that has been or will be instituted, might have a material adverse effect on the JNL Variable Fund or any Funds. Further, the Funds may be subject to litigation, and depending upon the nature of the litigation, the Funds may incur costs associated with the defense and/or settlement of any litigation.

 

Recent Market Events. Events in the financial sector over the past several years have resulted in reduced liquidity in credit and fixed income markets and in an unusually high degree of volatility in the financial markets, both domestically and internationally, particularly in Europe. While entire markets have been affected, issuers that have exposure to the real estate, mortgage and credit markets have been particularly vulnerable. These events and the potential for continuing market turbulence may have an adverse effect on the Funds’ investments.

 

The recent instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and, in some cases, a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the instruments in which the Funds invest, or affect the issuers of such instruments, in ways that are unforeseeable. Recent laws and regulations contain provisions limiting the way banks and their holding companies are able to pay dividends, purchase their own common stock and compensate officers. The Dodd-Frank Act established a Financial Services Oversight Council to facilitate information sharing and identify systemic risks. Additionally, the Dodd-Frank Act allows the Federal Deposit Insurance Corporation to “take over” a failing bank in situations when the overall stability of the financial system could be at risk. These regulatory changes could cause business disruptions or result in significant loss of revenue, and there can be no assurance as to the actual impact that these laws and their regulations will have on the financial markets. Such legislation or regulation could limit or preclude a Fund’s ability to achieve its investment objective.

 

Governments or their regulatory agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such ownership or disposition may have positive or negative effects on the liquidity, valuation and performance of the Fund’s portfolio holdings.

 

Following the financial crisis that began in 2007, the Federal Reserve attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate low. More recently, the Federal Reserve has terminated certain of its market support activities and began raising interest rates. The withdrawal of this support could negatively affect financial markets generally as well as reduce the value and liquidity of certain securities. Additionally, with continued economic recovery and the cessation of certain market support activities, the Funds may face a heightened level of interest rate risk as a result of a rise or increased volatility in interest rates. These policy changes may reduce liquidity for certain of the Funds’ investments, causing the value of the Funds’ investments and share price to decline. To the extent

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a Fund experiences high redemptions because of these policy changes, the Fund may experience increased portfolio turnover, which will increase the costs that the Fund incurs and may lower the Fund’s performance.

 

Continuing uncertainty as to the status of the Euro and the European Monetary Union (“EMU”) and the potential for certain countries to withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets, and on the values of a Fund’s portfolio investments. In June 2016, the United Kingdom approved a referendum to leave the European Union (“EU”).

 

On March 29, 2017, the United Kingdom formally notified the European Council of its intention to leave the EU. As a result, the United Kingdom will remain a member state, subject to European law, with privileges to provide services under the single market directives for at least two years from that date. Given the size and importance of the United Kingdom’s economy, uncertainty about its legal, political, and economic relationship with the remaining member states of the EU may continue to be a source of instability. Moreover, other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the EU. A number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. The Ukraine has experienced ongoing military conflict; this conflict may expand and military attacks could occur elsewhere in Europe. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets.

 

As a result of political and military actions undertaken by Russia, the U.S. and the EU have instituted sanctions against certain Russian officials and companies. These sanctions and any additional sanctions or other intergovernmental actions that may be undertaken against Russia in the future may result in the devaluation of Russian currency, a downgrade in the country’s credit rating, and a decline in the value and liquidity of Russian securities. Such actions could result in a freeze of Russian securities, impairing the ability of a fund to buy, sell, receive, or deliver those securities. Retaliatory action by the Russian government could involve the seizure of U.S. and/or European residents’ assets, and any such actions are likely to impair the value and liquidity of such assets. Any or all of these potential results could have an adverse/recessionary effect on Russia’s economy. All of these factors could have a negative effect on the performance of funds that have significant exposure to Russia.

 

In addition, policy and legislative changes in the U.S. and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time.

 

Risk of Armed Conflict and War. There are typically a number of armed conflicts and wars occurring across the globe with each having a profound impact on the socio-economic structure of its country participants, including local companies and individuals. While armed conflict and war may be typically thought of as emerging market endeavors, the threat of global war or the participation of advanced economies in minor and/or global wars can have an impact on developed economies. Armed conflict and war, in all of their manifestations, can produce economic losses and expose the Funds to a number of risks, including, but not limited to company risk, currency risk, and foreign securities risk (please see the “Glossary of Risks” in the Prospectus for additional information).

 

Trading Cost and Rebalance Risk. Due to certain of the investment strategies of the Fund, a Fund’s entire portfolio may be repositioned or rebalanced on or around the Stock Selection Date. A Fund’s rebalance of its portfolio may lead to higher transactional costs because the Fund could be trading large volumes in a particular security during a short trading period. In addition, a Fund may pay a higher price for a security, or receive a lesser price for a security it sells due to the timing of the Stock Selection Date. As part of the rebalance process, a Fund may incur significant trading costs and commissions, which could negatively affect performance. The Funds may not be able to effectively transact in certain securities during the rebalance period, which could also negatively affect performance.

 

Fund Mergers, Sub-Adviser Changes, and Transition Managers. When there is a change in sub-advisers, a merger of a Fund, and/or a re-balance of investments in the “Underlying Funds” of a “Fund of Fund”, the Adviser and Sub-Adviser(s) may use the services of a “transition manager” to facilitate the purchase or sale of a Fund’s portfolio holdings. A transition manager is used to help reduce the transaction costs associated with the purchase and sale of a Fund’s portfolio holdings in connection with a transition, merger, and/or re-balance. A transition manager may use cross-trades among Funds, whereby, one Fund sells portfolio securities to another Fund. Such cross-trades are conducted pursuant to

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Rule 17a-7 under the 1940 Act, and the Fund’s Rule 17a-7 Procedures. The transition manager may also facilitate brokerage transactions for a Fund during the course of a sub-adviser transition or merger of a Fund. Transitions, mergers, and re-balances may result in substantial inflows and outflows of monies in the Funds. During transitions, mergers, and/or re-balances, the Funds may invest in futures, forwards, and other derivatives instruments to provide market exposure to the Funds’ cash positions. During transitions, a Fund may also invest in ETFs, cash, money market instruments, and other short-term investment instruments. Before and after a transition, merger, and/or re-balance, a Fund may not fully comply with its investment restrictions. Fund of Fund allocation changes, as well as, changes in sub-advisers and investment personnel, re-balances, and reorganizations of Funds may result in the purchase and sale of the Funds’ portfolio securities, which may increase trading costs and portfolio turnover. Furthermore, Funds of Funds may allocate outside of the current investment strategy in advance of the transition, merger, and/or re-balance to minimize the impact of outflows on the Underlying Funds. Allocating outside the current investment strategy may cause the Funds of Funds to exceed investment limitations. Transitions, re-balances, and mergers may also result in higher brokerage commission costs. There can be no guarantees the Funds will experience improved securities allocations during a transition. The Funds may receive poor brokerage execution through the use of a transition manager and the Funds could lose money.

 

Sector Funds.

 

JNL/Mellon Communication Services Sector Fund . An investment in this Fund should be made with an understanding of the problems and risks inherent in an investment in the communications industry in general.

 

The market for high-technology communications products and services is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of the issuers of the common stocks in which the Fund may invest depends in substantial part on the timely and successful introduction of new products and services. An unexpected change in one or more of the technologies affecting an issuer’s products or in the market for products based on a particular technology could have a material adverse effect on an issuer’s operating results. Furthermore, there can be no assurance that the issuer will be able to respond in a timely manner to compete in the rapidly developing marketplace.

 

The communications industry is subject to governmental regulation. However, as market forces develop, the government may continue to deregulate the communications industry, promoting vigorous economic competition and resulting in rapid development of new communications technologies. The products and services of communications companies may be subject to rapid obsolescence. These factors could affect the value of the stocks held by the Fund. For example, while telephone companies in the United States are subject to both state and federal regulations affecting permitted rates of return and the kinds of services that may be offered, the prohibition against phone companies delivering video services has been lifted. This creates competition between phone companies and cable operators and encourages phone companies to modernize their communications infrastructure. Certain types of companies represented in the Fund’s portfolio are engaged in fierce competition for a share of the market for their products. As a result, competitive pressures are intense and the stocks are subject to rapid price volatility.

 

Many communications companies rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. There can be no assurance that the steps taken by the issuers to protect their proprietary rights will be adequate to prevent misappropriation of their technology or that competitors will not independently develop technologies that are substantially equivalent or superior to such issuers’ technology.

 

JNL/Mellon Consumer Discretionary Sector Fund. An investment in this Fund should be made with an understanding of the problems and risks inherent in an investment in the consumer goods industry in general. These include the cyclicality of revenues and earnings, changing consumer demands, regulatory restrictions, product liability litigation and other litigation resulting from accidents, extensive competition (including that of low-cost foreign competition), unfunded pension fund liabilities and employee and retiree benefit costs and financial deterioration resulting from leveraged buy-outs, takeovers or acquisitions. In general, expenditures on consumer goods will be affected by the economic health of consumers, including available disposable household incomes. A weak economy with its consequent effect on consumer spending could have an adverse effect on consumer goods companies. Other factors of particular relevance to the profitability of the industry are the effects of increasing environmental regulation on packaging and on waste disposal, the continuing need to conform with foreign regulations governing packaging and the environment, the

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outcome of trade negotiations and the effect on foreign subsidies and tariffs, foreign exchange rates, the price of oil and its effect on energy costs, inventory cutbacks by retailers, transportation and distribution costs, health concerns relating to the consumption of certain products, the effect of demographics on consumer demand, the availability and cost of raw materials and the ongoing need to develop new products and to improve productivity.

 

JNL/Mellon Financial Sector Fund. An investment in this Fund should be made with an understanding of the problems and risks inherent in the banking and financial services sector in general.

 

Banks, thrifts and their holding companies are actively subject to the adverse effects of economic recession; volatile interest rates; portfolio concentrations in geographic markets, in commercial and residential real estate loans or any particular segment or industry; and competition from new entrants in their fields of business. Banks and thrifts are highly dependent on net interest margin. Banks and thrifts traditionally receive a significant portion of their revenues from consumer mortgage fee income as a result of activity in mortgage and refinance markets. As initial home purchasing and refinancing activity subsides, this revenue will diminish. Economic conditions in the real estate markets, which have been weak in the past, can have a substantial effect upon banks and thrifts because they generally have a portion of their assets invested in loans secured by real estate.

 

Difficulties in the mortgage and broader credit markets have resulted in decreases in the availability of funds. Financial performance of many banks and thrifts, especially in securities collateralized by mortgage loans, has deteriorated.

 

Banks, thrifts and their holding companies are subject to extensive federal regulation and, when such institutions are state-chartered, to state regulation as well. Such regulations impose strict capital requirements and limitations on the nature and extent of business activities that banks and thrifts may pursue. Furthermore, bank regulators have a wide range of discretion in connection with their supervisory and enforcement authority and may substantially restrict the permissible activities of a particular institution if deemed to pose significant risks to the soundness of such institution or the safety of the federal deposit insurance fund. Regulatory actions, such as increases in the minimum capital requirements applicable to banks and thrifts and increases in deposit insurance premiums required to be paid by banks and thrifts to the FDIC, can negatively impact earnings and the ability of a company to pay dividends. Neither federal insurance of deposits nor governmental regulations, however, insures the solvency or profitability of banks or their holding companies, or insures against any risk of investment in the securities issued by such institutions.

 

In light of credit market difficulties that occurred during the financial crisis of 2007-2008, the U.S. Government enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, and is considering changes to the laws and regulatory structure. New legislation and regulatory changes could cause business disruptions, result in significant loss of revenue, limit financial firms’ ability to pursue business opportunities, impact the value of business assets and impose additional costs that may adversely affect business. There can be no assurance as to the actual impact these laws and their implementing regulations, or any other governmental program, will have on the financial markets. Currently the FRB, FDIC, SEC, Office of Comptroller of the Currency (a bureau of the U.S. Treasury which regulates national banks), and the CFTC (which oversees commodity futures and option markets) all play a role in the supervision of the financial markets.

 

The statutory requirements applicable to and regulatory supervision of banks, thrifts and their holding companies have increased significantly and have undergone substantial change. To a great extent, these changes are embodied in the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Federal Deposit Insurance Corporation Improvement Act of 1991, the Resolution Trust Corporation Refinancing, Restructuring, and Improvement Act of 1991, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 and the regulations promulgated under these laws. Their impact on the business, financial condition and prospects of the issuers of the common stock in the Fund’s portfolio cannot be predicted with certainty. In 1999, the Gramm-Leach-Bliley Act repealed most of the barriers set up by the 1933 Glass-Steagall Act which separated the banking, insurance and securities industries. Now banks, insurance companies and securities firms can merge to form one-stop financial conglomerates marketing a wide range of financial service products to investors. This legislation has resulted in increased merger activity and heightened competition among existing and new participants in the field. Efforts to expand the ability of federal thrifts to branch on an interstate basis have been successful through promulgation of regulations and legislation to liberalize interstate banking has been signed into law. Under the legislation, banks are able to purchase or establish subsidiary banks in any state. Since mid-1997, banks have been allowed to turn existing banks into branches, thus leading to continued consolidation.

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The SEC and the Financial Accounting Standards Board (“FASB”) require the expanded use of market value accounting by banks and have imposed rules requiring mark-to-market accounting for investment securities held in trading accounts or available for sale. Adoption of additional such rules may result in increased volatility in the reported health of the industry, and mandated regulatory intervention to correct such problems. Recently, Accounting Standards Codification 820, “Fair Value Measurements,” changed the requirements of mark-to-market accounting and determining fair value when the volume and level of activity for the asset or liability has significantly decreased. These changes and other potential changes in financial accounting rules and valuation techniques may have a significant impact on the banking and financial services industries in terms of accurately pricing assets or liabilities.

 

The Federal Bank Holding Company Act of 1956 (“BHC Act”) generally prohibits a bank holding company from (1) acquiring, directly or indirectly, more than 25% of the outstanding shares of any class of voting securities of a bank or bank holding company, (2) acquiring control of a bank or another bank holding company, (3) acquiring all or substantially all the assets of a bank, or (4) merging or consolidating with another bank holding company, without first obtaining FRB approval. In considering an application with respect to any such transaction, the FRB is required to consider a variety of factors, including the potential anti-competitive effects of the transaction, the financial condition and future prospects of the combining and resulting institutions, the managerial resources of the resulting institution, the convenience and needs of the communities the combined organization would serve, the record of performance of each combining organization under the Community Reinvestment Act and the Equal Credit Opportunity Act, and the prospective availability to the FRB of information appropriate to determine ongoing regulatory compliance with applicable banking laws. In addition, the federal Change In Bank Control Act and various state laws impose limitations on the ability of one or more individuals or other entities to acquire control of banks or bank holding companies.

 

The FRB has issued a policy statement on the payment of cash dividends by bank holding companies in which the FRB expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends which exceed its net income or which could only be funded in ways that would weaken its financial health, such as by borrowing. The FRB also may impose limitations on the payment of dividends as a condition to its approval of certain applications, including applications for approval of mergers and acquisitions. It is not possible to make any prediction as to the effect, if any, such laws will have on the issuers of common stocks held by the Fund or whether such approvals, if necessary, will be obtained.

 

Companies engaged in investment banking/brokerage and investment management include brokerage firms, broker/dealers, investment banks, finance companies and mutual fund companies. Brokerage firms, broker/dealers, investment banks, finance companies and mutual fund companies are also financial services providers. These companies compete with banks and thrifts to provide traditional financial service products, in addition to their traditional services, such as brokerage and investment advice. In addition, all financial service companies face shrinking profit margins due to new competitors, the cost of new technology and the pressure to compete globally. Earnings and share prices of companies in this industry are volatile and often exceed the volatility levels of the market as a whole. Major determinants of future earnings of these companies are the direction of the stock market, investor confidence, equity transaction volume, the level and direction of long-term and short-term interest rates, and the outlook for emerging markets. Negative trends in any of these earnings determinants could have a serious adverse effect on the financial stability, as well as on the stock prices, of these companies. Negative economic events in the credit markets have led some firms to declare bankruptcy, forced short-notice sales to competing firms, or required government intervention by the FDIC or through an infusion of Troubled Asset Relief Program funds. Consolidation in the industry and the volatility in the stock market have negatively impacted investors.

 

Additionally, government intervention has required many financial institutions to become bank holding companies under the BHC Act. Under the system of functional regulation established under the BHC Act, the FRB supervises bank holding companies as an umbrella regulator. The BHC Act and regulations generally restrict bank holding companies from engaging in business activities other than the business of banking and certain closely related activities. The FRB and FDIC have also issued substantial risk-based and leverage capital guidelines applicable to U.S. banking organizations. The guidelines define a three-tier framework, requiring depository institutions to maintain certain leverage ratios depending on the type of assets held. If any depository institution controlled by a financial or bank holding company ceases to meet capital or management standards, the FRB may impose corrective capital and/or managerial requirements on the company and place limitations on its ability to conduct broader financial activities. Furthermore, proposed legislation will allow the Treasury and the FDIC to create a resolution regime to “take over” bank and financial holding companies. The “taking over” would be based on whether the firm is in default or in danger of defaulting and whether

28

such a default would have a serious adverse effect on the financial system or the economy. This mechanism would only be used by the government in exceptional circumstances to mitigate these effects. This type of intervention has unknown risks and costs associated with it, which may cause unforeseeable harm in the industry.

 

Companies involved in the insurance industry are engaged in underwriting, reinsuring, selling, distributing or placing of property and casualty, life or health insurance. Other growth areas within the insurance industry include brokerage, reciprocals, claims processors and multi-line insurance companies. Interest rate levels, general economic conditions and price and marketing competition affect insurance company profits. Property and casualty insurance profits may also be affected by weather catastrophes and other disasters. Life and health insurance profits may be affected by mortality and morbidity rates. Individual companies may be exposed to material risks including reserve inadequacy and the inability to collect from reinsurance carriers. Insurance companies are subject to extensive governmental regulation, including the imposition of maximum rate levels, which may not be adequate for some lines of business. Proposed or potential tax law changes may also adversely affect insurance companies’ policy sales, tax obligations, and profitability. In addition to the foregoing, profit margins of these companies continue to shrink due to the commoditization of traditional businesses, new competitors, capital expenditures on new technology and the pressures to compete globally.

 

In addition to the normal risks of business, companies involved in the insurance industry are subject to significant risk factors, including those applicable to regulated insurance companies, such as: (i) the inherent uncertainty in the process of establishing property-liability loss reserves, particularly reserves for the cost of environmental, asbestos and mass tort claims, and the fact that ultimate losses could materially exceed established loss reserves which could have a material adverse effect on results of operations and financial condition; (ii) the fact that insurance companies have experienced, and can be expected in the future to experience, catastrophe losses resulting from many things, including acts of terrorism, which could have a material adverse impact on their financial condition, results of operations and cash flow; (iii) the inherent uncertainty in the process of establishing property-liability loss reserves due to changes in loss payment patterns caused by new claims settlement practices; (iv) the need for insurance companies and their subsidiaries to maintain appropriate levels of statutory capital and surplus, particularly in light of continuing scrutiny by rating organizations and state insurance regulatory authorities, and in order to maintain acceptable financial strength or claims-paying ability rating; (v) the extensive regulation and supervision to which insurance companies’ subsidiaries are subject, various regulatory initiatives that may affect insurance companies, and regulatory and other legal actions; (vi) the adverse impact that increases in interest rates could have on the value of an insurance company’s investment portfolio and on the attractiveness of certain of its products; (vii) the need to adjust the effective duration of the assets and liabilities of life insurance operations in order to meet the anticipated cash flow requirements of its policyholder obligations; and (viii) the uncertainty involved in estimating the availability of reinsurance and the collectability of reinsurance recoverables; and (ix) proposed legislation that would establish the Office of National Insurance within the Treasury. This proposed federal agency would gather information, develop expertise, negotiate international agreements, and coordinate policy in the insurance sector. This enhanced oversight into the insurance industry may pose unknown risks to the sector as a whole.

 

The state insurance regulatory framework has, during recent years, come under increased federal scrutiny, and certain state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding company systems. Further, the National Association of Insurance Commissioners and state insurance regulators are re-examining existing laws and regulations, specifically focusing on insurance companies, interpretations of existing laws and the development of new laws. In addition, Congress and certain federal agencies have investigated the condition of the insurance industry in the United States to determine whether to promulgate additional federal regulations. It is difficult to predict whether any state or federal legislation will be enacted to change the nature or scope of regulation of the insurance industry, or what effect, if any, such legislation would have on the industry.

 

All insurance companies are subject to state laws and regulations that require diversification of their investment portfolios and limit the amount of investments in certain investment categories. Failure to comply with these laws and regulations could cause non-conforming investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture.

 

Environmental pollution clean-up is the subject of both federal and state regulation. By some estimates, there are thousands of potential waste sites subject to clean up. The insurance industry is involved in extensive litigation regarding coverage issues. The Comprehensive Environmental Response Compensation and Liability Act of 1980 (“Superfund”) and comparable state statutes (“mini-Superfund”) govern the clean-up and restoration by “Potentially Responsible Parties”

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(“PRPs”). Superfund and the mini-Superfunds establish a mechanism to pay for clean-up of waste sites if PRPs fail to do so, and to assign liability to PRPs. The extent of liability to be allocated to a PRP is dependent on a variety of factors. The extent of clean-up necessary and the assignment of liability has not been fully established. The insurance industry is disputing many such claims. Key coverage issues include whether Superfund response costs are considered damages under the policies, when and how coverage is triggered, applicability of pollution exclusions, the potential for joint and several liability and definition of an occurrence. Similar coverage issues exist for clean up and waste sites not covered under Superfund. To date, courts have been inconsistent in their rulings on these issues. An insurer’s exposure to liability with regard to its insureds which have been, or may be, named as PRPs is uncertain. The Superfund Amendments and Reauthorization Act (“SARA”) amended Superfund on October 17, 1986. SARA reflected the Environmental Protection Agency’s experience in administering the complex Superfund program during its first six years and made several important changes. Among other things, SARA required Superfund actions to consider the standards and requirements found in other state and federal environmental laws and regulations; provided new enforcement authorities and settlement tools; increased state involvement in every phase of the Superfund program; and increased the size of the trust fund to $8.5 billion. Superfund reform proposals have been introduced in Congress, but none have been enacted. There can be no assurance that any Superfund reform legislation will be enacted or that any such legislation will provide for a fair, effective and cost-efficient system for settlement of Superfund related claims.

 

While current federal income tax law permits the tax-deferred accumulation of earnings on the premiums paid by an annuity owner and holders of certain savings-oriented life insurance products, no assurance can be given that future tax law will continue to allow such tax deferrals. If such deferrals were not allowed, consumer demand for the affected products would be substantially reduced. In addition, proposals to lower the federal income tax rates through a form of flat tax or otherwise could have, if enacted, a negative impact on the demand for such products.

 

Major determinants of future earnings of companies in the financial services sector are the direction of the stock market, investor confidence, equity transaction volume, the level and direction of long-term and short-term interest rates, and the outlook for emerging markets. Negative trends in any of these earnings determinants could have a serious adverse effect on the financial stability, as well as the stock prices, of these companies. Furthermore, there can be no assurance that the issuers of the securities included in the Fund will be able to respond in a timely manner to compete in the rapidly developing marketplace. In addition to the foregoing, profit margins of these companies continue to shrink due to the commoditization of traditional businesses, new competitors, capital expenditures on new technology and the pressures to compete globally.

 

Negative developments relating to the subprime mortgage market may adversely affect credit and capital markets worldwide and may reduce the willingness of lenders to extend credit, thus making borrowing on favorable terms more difficult. In addition, the liquidity of certain debt instruments may be reduced or eliminated due to lack of available market makers.

 

Banks and thrifts face increased competition from nontraditional lending sources as regulatory changes, such as the recently enacted financial- services overhaul legislation, permit new entrants to offer various financial products. Technological advances such as the Internet allow these nontraditional lending sources to cut overhead and permit the more efficient use of customer data.

 

JNL/Mellon Healthcare Sector Fund. An investment in this Fund should be made with an understanding of the characteristics of the pharmaceutical and healthcare industries and the risks that such investment may entail.

 

Pharmaceutical and healthcare companies include companies involved in drug development and production services, biotechnology, and advanced medical devices and instruments. Such companies are subject to governmental regulation of their products and services, a factor that could have a significant and possibly unfavorable effect on the price and availability of such products or services. Furthermore, such companies face the risk of increasing competition from new products and services, generic drug sales, the termination of their patent protection for drug or medical supplies products and the risk that technological advances will render their products or services obsolete. The research and development costs of bringing a drug or other medical product to market are substantial and include lengthy government review processes, with no guarantee that the product will ever come to market. Such companies may also have persistent losses during a new product’s transition from development to production, and revenue patterns may be erratic. In addition, healthcare facility operators may be affected by events and conditions including, among others, demand for services, the ability of the facility to provide the services required, physicians’ confidence in the facility, management capabilities,

30

competition with other hospitals, efforts by insurers and governmental agencies to limit rates, legislation establishing state rate-setting agencies, expenses, government regulation, the cost and possible unavailability of malpractice insurance and the termination or restriction of governmental financial assistance, including that associated with Medicare, Medicaid and other similar third-party payor programs.

 

As the population of the United States ages, the companies involved in the pharmaceutical field will continue to search for and develop new drugs, medical products and medical services through advanced technologies and diagnostics. On a worldwide basis, such companies are involved in the development and distribution of drugs, vaccines, medical products and services. These activities may make the pharmaceutical and healthcare sectors very attractive for investors seeking the potential for growth in their investment portfolio. However, there are no assurances that the Fund’s objectives will be met.

 

Legislative proposals concerning healthcare are considered from time to time. These proposals span a wide range of topics, including cost and price controls (which might include a freeze on the prices of prescription drugs), national health insurance, incentives for competition in the provision of healthcare services, tax incentives and penalties related to healthcare insurance premiums and promotion of prepaid healthcare plans. The Patient Protection and Affordable Care Act of 2010 (“PPACA”) is a broad-reaching piece of legislation with an indeterminate impact on the healthcare industry and it is not possible to predict the effect of the legislation on the issuers of common stock in the Fund.

 

JNL/Mellon Energy Sector Fund. An investment in this Fund should be made with an understanding of the problems and risks inherent in an investment in the energy industry in general.

 

The Energy Sector Fund invests in common stock of companies involved in the energy industry. The business activities of companies whose stocks are held in this Fund may include: production, generation, transmission, marketing, control, or measurement of energy or energy fuels; providing component parts or services to companies engaged in the above activities; energy research or experimentation; and environmental activities related to the solution of energy problems, such as energy conservation and pollution control. Companies participating in new activities resulting from technological advances or research discoveries in the energy field are also considered for this Fund.

 

The securities of companies in the energy field are subject to changes in value and dividend yield that depend, to a large extent, on the price and supply of energy fuels. Swift price and supply fluctuations may be caused by events relating to international politics, energy conservation, the success of exploration projects, and tax and other regulatory policies of various governments. As a result of the foregoing, the common stocks held in this Fund may be subject to rapid price volatility. It is not possible to predict what impact the foregoing factors will have on the common stocks held in this Fund.

 

According to the U.S. Department of Commerce, the factors which will most likely shape the energy industry include the price and availability of oil from the Middle East, changes in domestic environmental policies and the continued decline in U.S. production of crude oil. Possible effects of these factors may be increased U.S. and world dependence on oil from the Organization of Petroleum Exporting Countries (“OPEC”) and highly uncertain and potentially more volatile oil prices. The possibility of war in the Middle East also may affect the cost and supply of oil and oil-related products. The existence of surplus crude oil production capacity and the willingness to adjust production levels are the two principal requirements for stable crude oil markets. Without excess capacity, supply disruptions in some countries cannot be compensated for by others. During the Persian Gulf crisis, surplus capacity in Saudi Arabia and other oil-rich countries prevented and continues to prevent, severe market disruptions. Although unused capacity contributed to market stability in 1990 and 1991, it ordinarily creates pressure to overproduce and contributes to market uncertainty. Formerly, OPEC members attempted to exercise control over production levels in each country through a system of mandatory production quotas. Because of the Persian Gulf crisis, the mandatory system has since been replaced with a voluntary system. Production under the new system has had to be curtailed on at least one occasion as a result of weak prices. The pressure to deviate from mandatory quotas, if they are re-imposed, is likely to be substantial and could lead to a weakening of prices. In the longer term, additional capacity and production will be required to accommodate the expected large increases in world oil demand and to compensate for expected sharp drops in U.S. crude oil production. Only a few OPEC countries, particularly Saudi Arabia, have the petroleum reserves that will allow the required increase in production capacity to be attained. Given the large-scale financing that is required, the prospect that such expansion will occur soon enough to meet the increased demand is uncertain.

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Declining U.S. crude oil production likely will lead to increased dependence on OPEC oil, putting refiners at risk of continued and unpredictable supply disruptions. Increasing sensitivity to environmental concerns also will pose serious challenges to the industry over the coming decade. Refiners likely will be required to make heavy capital investments and major production adjustments in order to comply with increasingly stringent environmental legislation, such as the 1990 amendments to the Clean Air Act. If the cost of these changes is substantial enough to cut deeply into profits, smaller refiners may be forced out of the industry entirely. Moreover, lower consumer demand due to increases in energy efficiency and conservation, gasoline reformulations that call for less crude oil, warmer winters or a general slowdown in economic growth in this country and abroad could negatively affect the price of oil and the profitability of oil companies. No assurance can be given that the demand for or prices of oil will increase or that any increases will not be marked by great volatility. Some oil companies may incur large cleanup and litigation costs relating to oil spills and other environmental damages. Oil production and refining operations are subject to extensive federal, state and local environmental laws and regulations governing air emissions and the disposal of hazardous materials. Increasingly stringent environmental laws and regulations are expected to require companies with oil production and refining operations to devote significant financial and managerial resources to pollution control. General problems of the oil and petroleum products industry include the ability of a few influential producers to significantly affect production, the concomitant volatility of crude oil prices, increasing public and governmental concern over air emissions, waste product disposal, fuel quality and the environmental effects of fossil fuel use in general.

 

In addition, any future scientific advances concerning new sources of alternative energy and fuels or legislative changes relating to the energy industry or the environment could have a negative impact on the petroleum products industry. While legislation has been enacted to deregulate certain aspects of the oil industry, no assurances can be given that new or additional regulations will not be adopted. Each of the problems referred to could adversely affect the financial stability of the issuers of any petroleum industry stocks in this Fund.

 

JNL/Mellon Information Technology Sector Fund. An investment in this Fund should be made with an understanding of the characteristics of the technology industry and the risks such an investment may entail.

 

Technology companies generally include companies involved in the development, design, manufacture and sale of computers and peripherals, software and services, data networking, communications equipment, Internet access, information providers, semiconductors and semiconductor equipment, and other related products, systems and services. The market for these products, especially those specifically related to the Internet, is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of the issuers of the common stocks in which the Fund may invest depends in substantial part on the timely and successful introduction of new products. An unexpected change in one or more of the technologies affecting an issuer’s products or in the market for products based on a particular technology could have a material adverse effect on an issuer’s operating results. Furthermore, there can be no assurance that the issuers of the common stock in which the Fund may invest will be able to respond in a timely manner to compete in the rapidly developing marketplace.

 

Based on trading history of common stocks of issuers in the technology sector, factors such as announcements of new products or development of new technologies and general conditions of the industry have caused and are likely to cause the market price of high-technology common stocks to fluctuate substantially. In addition, technology company stocks have experienced extreme price and volume fluctuations that often have been unrelated to the operating performance of such companies. This market volatility may adversely affect the market price of the common stocks in which the Fund invests.

 

Some key components of certain products of technology issuers are currently available only from single sources. There can be no assurance that in the future suppliers will be able to meet the demand for components in a timely and cost-effective manner. Accordingly, an issuer’s operating results and customer relationships could be adversely affected by either an increase in price for, or an interruption or reduction in supply of, any key components. Additionally, many technology issuers are characterized by a highly concentrated customer base consisting of a limited number of large customers who may require product vendors to comply with rigorous industry standards. Any failure to comply with such standards may result in a significant loss or reduction of sales. Because many products and technologies of technology companies are incorporated into other related products, such companies are often highly dependent on the performance of the personal computer, electronics and telecommunications industries. There can be no assurance that these customers will place additional orders, or that an issuer of common stock will obtain orders of similar magnitude such as past orders from other customers. Similarly, the success of certain technology companies is tied to a relatively small concentration of

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products or technologies. Accordingly, a decline in demand of such products, technologies or from such customers could have a material adverse impact on issuers of common stock owned by the Fund.

 

Many technology companies rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. There can be no assurance that the steps taken by the issuers of the common stocks in which the Fund may invest to protect their proprietary rights will be adequate to prevent misappropriation of their technology or that competitors will not independently develop technologies that are substantially equivalent or superior to such issuers’ technology. In addition, due to the increasing public use of the Internet, it is possible that other laws and regulations may be adopted to address issues such as privacy, pricing, characteristics, and quality of Internet products and services. The adoption of any such laws could have a material adverse impact on the common stock in which the Fund may invest.

 

The semiconductor business environment is highly competitive, notoriously cyclical and subject to rapid and often unanticipated change. Recent industry downturns have resulted, in part, from weak pricing, persistent overcapacity, slow down in Asian demand and a shift in retail personal computer sales toward the low end, or “sub-$1000” segment. Industry growth is dependent upon several factors, including: the rate of global economic expansion; demand for products such as personal computers and networking and communications equipment; excess productive capacity and the resultant effect on pricing; and the rate of growth in the market for low-price personal computers.

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FUNDA MENTAL AND OPERATING POLICIES applicable to all funds

 

Fundamental Policies Applicable to All Funds. The following are fundamental policies, which means they may not be changed without the affirmative vote of the majority of the outstanding voting securities of the JNL Variable Fund (or, as to a matter affecting only a particular Fund or Funds, a vote of the majority of the outstanding voting securities of such Fund or Funds). The 1940 Act defines a majority vote as the vote of the lesser of (i) 67% of the Fund interests represented at a meeting at which more than 50% of the outstanding interests are represented or (ii) more than 50% of the outstanding voting interests. With respect to the submission of a change in an investment policy to the holders of outstanding voting interests of a particular Fund, such matter shall be deemed to have been effectively acted upon with respect to such Fund if a majority of the outstanding voting interests of such Fund vote for the approval of such matter, notwithstanding that: (i) such matter has not been approved by the holders of a majority of the outstanding voting interests of any other Funds affected by such matter, and (ii) such matter has not been approved by the vote of a majority of the outstanding voting JNL Variable Fund interests.

 


(1) No Fund may issue senior securities.

 


(2) A Fund will not borrow money, except for temporary or emergency purposes, from banks. The aggregate amount borrowed shall not exceed 25% of the value of a Fund’s assets. In the case of any borrowing, a Fund may pledge, mortgage or hypothecate up to 15% of its assets.

 


(3) A Fund will not underwrite the securities of other issuers except to the extent the Fund may be considered an underwriter under the Securities Act of 1933, as amended, when selling portfolio securities.

 


(4) A Fund will not purchase or sell real estate or interests therein.

 


(5) A Fund will not lend any security or make any other loan if, as a result, more than 33 1/3% of the Fund’s total assets would be lent to other parties (but this limitation does not apply to purchases of commercial paper, debt securities or repurchase agreements).

 


(6) A Fund may invest in repurchase agreements and warrants and engage in futures and options transactions and securities lending.

 

None of the Funds are a “diversified company,” as that term is defined in the 1940 Act. There are no limitations on the concentration of the investments held by any Fund in any particular industry or group of industries. However, because each Sector Fund invests primarily in common stocks of companies within specific industries, the Sector Funds’ performance is closely tied to, and affected by, those specific industries. Companies within an industry are often faced with the same obstacles, issues or regulatory burdens, and their common stocks may react similarly to and move in unison with these and other market conditions. As a result of these factors, stocks in which the Sector Funds invest may be more volatile than a mixture of stocks of companies from a wide variety of industries.

 

Certain of the Funds have investment strategies that are applicable “normally” or under “normal circumstances” or “normal market conditions” (as stated above and elsewhere in this Statement of Additional Information or in the Prospectus). These investment policies, limitations, or practices may not apply during periods of abnormal purchase or redemption activity or during periods of unusual or adverse market, economic, political or other conditions. Such market, economic, or political conditions may include periods of abnormal or heightened market volatility, strained credit and/or liquidity conditions, or increased governmental intervention in the markets or industries. It is possible that such unusual or adverse conditions may continue for extended periods of time. See “Temporary Defensive Positions and Large Cash Positions” in the Prospectus.

 

Operating Policies. The Funds also have adopted non-fundamental investment restrictions. The restrictions or operating policies of the Funds may be changed by the Managers without shareholder approval. The additional investment restrictions adopted by the Managers to date include the following:

 


(a) A Fund will not acquire any securities of registered open-end investment companies or unit investment trusts in reliance upon paragraphs (F) or (G) of Section 12(d)(1) of the 1940 Act.

 

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(b) Each Fund intends to comply with the CFTC regulations and NFA requirements limiting the Fund’s investments in futures and options for non-hedging purposes, in order for the JNL Variable Fund to file a CFTC Rule 4.5 exemption notice.

 

However, the Funds may acquire the securities of investment companies in compliance with Rule 12d1-1, Rule 12d1-2, and Rule 12d1-3, under the 1940 Act.

 

Minimum Requirement of Rule 35d-1. Certain of the Funds, as noted in the Prospectus, have adopted non-fundamental operating policies that require at least 80% (or, in the case of certain Funds, an amount greater than 80%) of the Fund’s assets (net assets plus the amount of any borrowings made for investment purposes) be invested, under normal circumstances, in securities of the type connoted by the name of the Fund.

 

Although these 80% or greater requirements are non-fundamental operating policies that may be changed by the Board of Managers without interest holder approval, the Board of Managers has adopted a policy requiring not less than 60 days’ written notice be provided to interest holders , in the manner required by Rule 35d-1 under the 1940 Act, before the effective date of any change in such a policy by a Fund that was adopted pursuant to the requirements of Rule 35d-1. This includes Funds of the JNL Variable Fund the names of which include terms that suggest a focus on a particular type of investment.

 

Insurance Law Restrictions. In connection with the JNL Variable Fund’s agreement to sell interests in the Funds to the separate accounts of Jackson and Jackson NY , JNAM and the insurance companies may enter into agreements, required by certain state insurance departments, under which the Adviser may agree to use its best efforts to assure and to permit insurance companies to monitor that each Fund of the JNL Variable Fund complies with the investment restrictions and limitations prescribed by state insurance laws and regulations applicable to the investment of separate account assets in shares of mutual funds. If a Fund failed to comply with such restrictions or limitations, the insurance company would take appropriate action, which might include ceasing to make investments in the Fund or JNL Variable Fund withdrawing from the state imposing the limitation. Such restrictions and limitations are not expected to have a significant impact on the JNL Variable Fund’s operations.

35

  

 

Managers AND OFFICERS OF THE JNL Variable Fund

 

The officers of the JNL Variable Fund manage its day-to-day operations and are responsible to the JNL Variable Fund’s Board. The Managers set broad policies for each Fund and choose the JNL Variable Fund’s officers. All of the Managers also serve as Trustees for the other investment companies in the Fund Complex (as defined below). The Officers also serve as Officers for the other investment companies in the Fund Complex (as defined below).

 

The following is a list of the Managers and officers of the JNL Variable Fund, a statement of their present positions and principal occupations during the past five years. The following also lists the number of portfolios overseen by the Managers and other directorships of public companies or other registered investment companies held by the Managers.

 

For purposes of this section, the term “Fund Complex” includes each of the following investment companies (and their portfolios as of June 24, 2019): JNL ® Series Trust ( 127 portfolios), JNL Investors Series Trust (3 portfolios), Jackson Variable Series Trust ( 22 portfolios), and JNL Variable Fund LLC ( 9 portfolios ) (as used in this section, the term Funds refers to all of the portfolios offered by the Fund Complex).

 

36

 

Name, Address, and (Age)

Position(s) Held with JNL Variable Fund 

(Length of Time Served) 

Number of Portfolios in Fund Complex

Overseen by Manager 4

Interested Manager

 

Mark D. Nerud (52) 1  

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(1/2007 to present) 

President and Chief Executive Officer 

(12/2006 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Chief Executive Officer of JNAM (1/2010 to present); President of JNAM (1/2007 to present); Managing Board Member of JNAM (5/2015 to present); President and Chief Executive Officer of other investment companies advised by JNAM (8/2014 to present, 12/2006 to present , and 8/2012 to 7/2018 ); Principal Executive Officer of an investment company advised by PPM America, Inc. (11/2017 to present); President and Chief Executive Officer of Curian Series Trust (8/2014 to 2/2016); Managing Board Member of Curian Capital, LLC (1/2011 to 4/2015); Managing Board Member of Curian Clearing LLC (1/2011 to 4/2015)

 

Other Directorships Held by Manager During Past 5 Years: 

None

 

Independent Managers

 

Eric O. Anyah ( 51 ) 

1 Corporate Way 

Lansing, MI 48951

 

Manager 2  

(1/2018 to present)

 

 

161 

Principal Occupation(s) During Past 5 Years: 

Chief Financial Officer, The Museum of Fine Arts, Houston (10/2013 to present )

 

Other Directorships Held by Manager During Past 5 Years:    

None

 

 

Michael J. Bouchard ( 63 ) 

1 Corporate Way 

Lansing, MI 48951

 

Manager 2  

(4/2000 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Sheriff, Oakland County, Michigan (1/1999 to present)

 

Other Directorships Held by Manager During Past 5 Years: 

None

 

 

Ellen Carnahan (63) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(12/2013 to present) 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Principal, Machrie Enterprises LLC (venture capital firm) (7/2007 to present); Board Member of various corporate boards (see below)

 

Other Directorships Held by Manager During Past 5 Years: 

Director, Paylocity Holding Corporation (11/2016 to present); Director and Audit Committee Member, ENOVA International Inc. (5/2015 to present); Director and Audit Committee Member (5/2003 to 6/2015), Environmental Committee Member (5/2013 to 6/2015), Integrys Energy Group

 

 

William J. Crowley, Jr. ( 73 ) 

1 Corporate Way 

Lansing, MI 48951

 

 

Chair of the Board 3  

(1/2014 to present) 

 

Manager 2  

(1/2007 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years :  

Board Member of a corporate board (see below)

 

Other Directorships Held by Manager During Past 5 Years:  

Director (7/2009 to 7/2016), Massey Litigation Advisory Committee Chair (9/2013 to 7/2016), Safety, Health, Environmental and Sustainability Committee Member (5/2012 to 7/2016), and Capital Markets Committee Member (5/2010 to 7/2016), Alpha Natural Resources

 

 

37

 

Name, Address, and (Age)

Position(s) Held with JNL Variable Fund 

(Length of Time Served) 

Number of Portfolios in Fund Complex

Overseen by Manager 4

 

Michelle Engler ( 61 ) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(4/2000 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Partner, Engler LLC (consulting firm) (2013 to present); Attorney (1983 to present)

 

Other Directorships Held by Manager During Past 5 Years: 

None

 

 

John W. Gillespie (65) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(12/2013 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Entrepreneur-in-Residence, UCLA Office of Intellectual Property (2/2013 to present); Investor, Business Writer, and Advisor (10/2006 to present ); Chief Financial Advisor, Yosi, Inc. (healthcare services software company) (1/2017 to 6/2018)

 

Other Directorships Held by Manager During Past 5 Years: 

None

 

 

William R. Rybak ( 68 ) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(1/2007 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Retired private investor (5/2000 to present); Board Member of various corporate boards (see below)

 

Other Directorships Held by Manager During Past 5 Years: 

Director (2/2010 to present), Board Chair (2/2016 to present ) and Audit Committee Chair ( 2/ 2012 to 2/2016 ), Christian Brothers Investment Services, Inc.; Trustee (10/2012 to present) and Chair Emeritus (5/2009 to present), Lewis University; Director (2002 to present) and Governance Committee Chair (2004 to present), each of the Calamos Mutual Funds and Closed-End Funds; Director (12/2003 to 6/2017 ) and Audit Committee Chair (5/2013 to 6/2017), PrivateBancorp Inc.

 

 

Mark S. Wehrle ( 62 ) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(1/2018 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Real Estate Broker, Broker’s Guild (4/2011 to present); Adjunct Professor of Accounting, University of Denver School of Accountancy (1/2011 to 6/2014)

 

Other Directorships Held by Manager During Past 5 Years: 

Trustee, Delta Dental of Colorado (1/2012 to present); Trustee, Curian Series Trust (7/2013 to 2/2016)

 

 

Edward C. Wood ( 63 ) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(12/2013 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Chief Operating Officer, McDonnell Investment Management, LLC (8/2010 to 4/2015)

 

Other Directorships Held by Manager During Past 5 Years: 

None

 

 

Patricia A. Woodworth ( 64 ) 

1 Corporate Way 

Lansing, MI 48951

 

 

Manager 2  

(1/2007 to present)

 

 

161

 

Principal Occupation(s) During Past 5 Years: 

Vice President, Chief Financial Officer, and Chief Operating Officer, The J. Paul Getty Trust (philanthropic organization) (12/2007 to 8/2018 )

 

Other Directorships Held by Manager During Past 5 Years: 

None

 

1  Mr. Nerud is an “interested person” of the JNL Variable Fund due to his position with JNAM, the Adviser.

 

38

 

2  The Interested Manager and the Independent Managers are elected to serve for an indefinite term.
3  The Board Chairperson may be reelected for a second three-year term. If the Board Chairperson has served two consecutive terms, he or she may not serve again as the Board Chairperson, unless at least one year has elapsed since the end of his or her second consecutive term as Board Chairperson.
4  The number of portfolios listed are as of June 24, 2019. Until June 24, 2019, the number of portfolios in the Fund complex overseen by the Managers will be 163.
 

Name, Address, and (Age)

Position(s) Held with JNL Variable Fund 

(Length of Time Served) 

Officers 

 

Emily J. Bennett (35)

1 Corporate Way

Lansing, MI 48951

 

 

Assistant Secretary

(3/2016 to present)

 

Principal Occupation(s) During Past 5 Years: 

Assistant Vice President of JNAM (2/2018 to present); Associate General Counsel of JNAM (3/2016 to present); Senior Attorney of JNAM (10/2013 to 3/2016); Assistant Secretary of other investment companies advised by JNAM (3/2016 to present , 5/2012 to present , and 3/2016 to 7/2018 ); Vice President and Secretary of an investment company advised by PPM America, Inc. (11/2017 to present); Assistant Secretary of Curian Series Trust (5/2012 to 2/2016)

 

 

Garett J. Childs (39)

1 Corporate Way

Lansing, MI 48951

 

 

 

Vice President

(2/2019 to present)

Principal Occupation(s) During Past 5 Years:

Vice President, Finance and Risk of JNAM (2/2019 to present); Controller of JNAM (11/2007 to present); Chief Risk Officer of JNAM (7/2016 to 2/2019); Assistant Vice President, Corporate Finance of JNAM (12/2013 to 2/2019)

 

 

Kelly L. Crosser ( 46 )

1 Corporate Way

Lansing, MI 48951

 

 

Assistant Secretary

(9/2007 to present)

 

Principal Occupation(s) During Past 5 Years:

Manager , Legal Regulatory Filings and Print of JNAM (1/2018 to present); Manager , Legal Regulatory Filings and Print of Jackson National Life Insurance Company (“Jackson”) (12/2013 to 12/2017); Assistant Secretary of other investment companies advised by JNAM (10/2011 to present , 9/2007 to present , and 8/2012 to 7/2018 ); Assistant Secretary of Curian Series Trust (11/2010 to 2/2016)

 

 

Richard J. Gorman (53)

1 Corporate Way

Lansing, MI 48951

 

 

 

Chief Compliance Officer

(8/2018 to present)

 

Anti-Money Laundering Officer

(8/2018 to present)

 

Principal Occupation(s) During Past 5 Years:

Senior Vice President and Chief Compliance Officer of JNAM (8/2018 to present); Chief Compliance Officer and Anti-Money Laundering Officer of other investment companies advised by JNAM (8/2018 to present), Chief Compliance Officer and Deputy General Counsel of Heitman LLC (2/2018 to 8/2018); Chief Compliance Officer of the Oakmark Funds (6/2006 to 1/2018)

 

 

William P. Harding ( 44 )

1 Corporate Way

Lansing, MI 48951

 

 

 

Vice President

(11/2012 to present)

Principal Occupation(s) During Past 5 Years:

Senior Vice President and Chief Investment Officer of JNAM (6/2014 to present); Vice President of Curian Series Trust (5/2014 to 2/2016); Vice President , Investment Management of JNAM (10/2012 to 6/2014); Vice President of Curian Capital, LLC (2/2013 to 4/2015); Vice President of other investment companies advised by JNAM (5/2014 to present , 11/2012 to present, and 11/2012 to 7/2018 )

 

 

39

 


Name, Address, and (Age)

Position(s) Held with JNL Variable Fund 

(Length of Time Served) 

 

Daniel W. Koors (48)

1 Corporate Way

Lansing, MI 48951

 

 

 

Vice President

(12/2006 to present)

 

Treasurer & Chief Financial Officer

(9/2016 to present)

 

Principal Occupation(s) During Past 5 Years:

Senior Vice President of JNAM (1/2009 to present); Chief Operating Officer of JNAM (4/2011 to present); Vice President of other investment companies advised by JNAM (1/2018 to present, 12/2006 to present , and 8/2012 to 7/2018 ); Treasurer and Chief Financial Officer of other investment companies advised by JNAM (9/2016 to present and 10/2011 to present); Principal Financial Officer, Treasurer, and Vice President of an investment company advised by PPM America, Inc. (11/2017 to present); Treasurer and Chief Financial Officer of Curian Series Trust (11/2010 to 2/2016)

 

 

Kristen K. Leeman (43)

1 Corporate Way

Lansing, MI 48951

 

 

Assistant Secretary

(6/2012 to present)

 

Principal Occupation(s) During Past 5 Years:

Regulatory Analyst of JNAM (1/2018 to present); Regulatory Analyst of Jackson (2/2014 to 12/2017); Senior Paralegal of Jackson (3/2006 to 2/2014); Assistant Secretary of other investment companies advised by JNAM (1/2018 to present, 6/2012 to present , and 8/2012 to 7/2018 )

 

 

Adam C. Lueck (36)

1 Corporate Way

Lansing, MI 48951

 

 

 

Assistant Secretary

(3/2018 to present)

Principal Occupation(s) During Past 5 Years:

Senior Attorney of JNAM (2/2018 to present); Attorney of JNAM (10/2015 to 2/2018 ); Assistant Secretary of other investment companies advised by JNAM ( 3/2018 to present, 12/2015 to present , and 3/2018 to 7/2018 ); Assistant Secretary of Curian Series Trust (12/2015 to 2/2016); Supervising Attorney, Johnson, Blumberg & Associates, LLC (10/2013 to 10/2015)

 

 

Mia K. Nelson (36)

1 Corporate Way

Lansing, MI 48951

 

 

 

Assistant Vice President

(8/2017 to present)

Principal Occupation(s) During Past 5 Years:

Assistant Vice President, Tax of JNAM (3/2017 to present); Director, Tax of JNAM (3/2015 to 3/2017); Manager, Tax of JNAM (5/2013 to 3/2015); Assistant Vice President of other investment companies advised by JNAM (9/2017 to present, 8/2017 to present , and 8/2017 to 7/2018 )

 

 

Joseph B. O’Boyle (56)

1 Corporate Way

Lansing, MI 48951

 

 

Vice President

(1/2018 to present )

 

Acting Chief Compliance Officer

(5/2018 to 8/2018)

 

Acting Anti-Money Laundering Officer

(5/2018 to 8/2018)

 

Principal Occupation(s) During Past 5 Years:

Vice President of JNAM (8/2015 to present); Acting Chief Compliance Officer of JNAM (5/2018 to 8/2018); Vice President of other investment companies advised by JNAM ( 1 /2018 to present and 1/2018 to 7 /2018); Acting Chief Compliance Officer and Acting Anti-Money Laundering Officer of other investment companies advised by JNAM (5/2018 to 8/2018 ); Anti-Money Laundering Officer of another investment company advised by JNAM (12/2015 to 1/2018); Chief Compliance Officer of another investment company advised by JNAM (5/2012 to 1/2018); Chief Compliance Officer and Anti-Money Laundering Officer of an investment company advised by PPM America, Inc. (2/2018 to present); Chief Compliance Officer of Curian Series Trust (5/2012 to 2/2016)

 

 

40

 


Name, Address, and (Age)

Position(s) Held with JNL Variable Fund 

(Length of Time Served) 

 

Susan S. Rhee ( 47 )

1 Corporate Way

Lansing, MI 48951

 

 

Vice President, Chief Legal Officer, and Secretary

(2/2004 to present)

 

Principal Occupation(s) During Past 5 Years:

Senior Vice President and General Counsel of JNAM (1/2010 to present); Secretary of JNAM (11/2000 to present); Vice President, Chief Legal Officer, and Secretary of other investment companies advised by JNAM (10/2011 to present, 2/2004 to present , and 8/2012 to 7/2018 ); Vice President and Assistant Secretary of an investment company advised by PPM America, Inc. (11/2017 to present); Vice President, Chief Legal Officer and Secretary of Curian Series Trust (11/2010 to 2/2016)

 

 

Board Of Managers Leadership Structure

 

The Board is responsible for oversight of the JNL Variable Fund, including risk oversight and oversight of JNL Variable Fund management. The Board consists of ten Managers who are not “interested persons” of the JNL Variable Fund (“Independent Managers”) and one interested Manager. The Independent Managers have retained outside independent legal counsel and meet at least quarterly with that counsel in executive session without the interested Manager and management. The Board had six meetings in the last fiscal year.

 

The Chairman of the Board is a disinterested Manager. The Chairman presides at all meetings of the Board at which the Chairman is present. The Chairman exercises such powers as are assigned to him or her by the JNL Variable Fund’s organizational and operating documents and by the Board, which may include acting as a liaison with service providers, attorneys, the JNL Variable Fund’s officers including the Chief Compliance Officer and other Managers between meetings.

 

The Board has established a committee structure to assist in overseeing the JNL Variable Fund. The Board has an Audit Committee, a Governance Committee, and three Investment Committees. Each committee is comprised exclusively of Independent Managers, with the exception of one of the Investment Committees, which has the Interested Manager as a member, and each is chaired by one or more different Independent Managers. The independent chairperson(s) of each committee, among other things, facilitates communication among the Independent Managers, JNL Variable Fund management, service providers, and the full Board. The JNL Variable Fund has determined that the Board’s leadership structure is appropriate given the specific characteristics and circumstances of the JNL Variable Fund including, without limitation, the number of Funds that comprise the JNL Variable Fund, the net assets of the JNL Variable Fund and the JNL Variable Fund’s business and structure, because it allows the Board to exercise oversight in an orderly and efficient manner.

 

Risk Oversight

 

Consistent with its general oversight responsibilities, the Board oversees risk management of each Fund. The Board administers its risk oversight function in a number of ways, both at the Board level and through its Committee structure, as deemed necessary and appropriate at the time in light of the specific characteristics or circumstances of the Funds. As part of its oversight of risks, the Board or its Committees receive and consider reports from a number of parties, such as the Adviser, the Sub-Adviser(s), portfolio managers, the JNL Variable Fund’s independent auditors, the JNL Variable Fund’s officers including the Chief Compliance Officer, Jackson executives and outside counsel. The Board also adopts and periodically reviews policies and procedures intended to address risks and monitors efforts to assess the effectiveness of the implementation of the policies and procedures in addressing risks. It is possible that, despite the Board’s oversight of risk, not all risks will be identified, mitigated or addressed. Further, certain risks may arise that were unforeseen.

 

Committees of the Board of Managers

 

The Audit Committee assists the Board of Managers in fulfilling its oversight responsibilities by providing oversight with respect to the preparation and review of the financial reports and other financial information provided by the JNL Variable Fund to the public or government agencies. The Audit Committee is responsible for the selection, subject to ratification by the Board, of the JNL Variable Fund’s independent registered public accounting firm , and for the approval of the auditor’s fee. The Audit Committee also reviews the JNL Variable Fund’s internal controls regarding finance,

 

41

 

accounting, legal compliance and the JNL Variable Fund’s auditing, accounting and financial processes generally. The Audit Committee also serves as the JNL Variable Fund’s “Qualified Legal Compliance Committee”, for the confidential receipt, retention, and consideration of reports of evidence of material violations under rules of the SEC. Ms. Engler and Messrs. Anyah, Crowley, Rybak, and Wehrle are members of the Audit Committee. Mr. Rybak serves as Chair of the Audit Committee. Mr. Crowley is an ex officio member of the Audit Committee. The Audit Committee had four meetings in the last fiscal year.

 

The Governance Committee is responsible for, among other things, the identification, evaluation and nomination of potential candidates to serve on the Board of Managers. The Governance Committee will accept Manager nominations from shareholders. Any such nominations should be sent to the JNL Variable Fund’s Governance Committee, c/o Chair of the Governance Committee, Mr. Michael Bouchard, P.O. Box 30902, Lansing, Michigan 48909-8402. Messrs. Bouchard, Crowley, Gillespie, Wood and Mses. Carnahan and Woodworth are members of the Governance Committee. Mr. Bouchard serves as Chair of the Governance Committee. Mr. Crowley is an ex officio member of the Governance Committee. The Governance Committee had three meetings in the last fiscal year.

 

The three Investment Committees review the performance of the Funds. Each Investment Committee meets at least four times per year and reports the results of its review to the full Board at each regularly scheduled Board meeting. Each Independent Manager sits on one of the three Committees. Mses. Carnahan and Woodworth and Messrs. Crowley and Wehrle are members of Investment Committee A. Ms. Carnahan serves as Chair of Investment Committee A. Messrs. Bouchard, Nerud, and Wood and Ms. Engler are members of Investment Committee B. Mr. Wood serves as Chair of Investment Committee B. Messrs. Anyah, Gillespie, and Rybak are members of Investment Committee C. Mr. Gillespie serves as Chair of Investment Committee C. Each Investment Committee had seven meetings in the last fiscal year.

 

Certain Positions of Independent Managers and their Family Members

 

As of December 31, 2018 , none of the Independent Managers, nor any member of an Independent Manager’s immediate family, held a position (other than the Independent Manager’s position as such with the JNL Variable Fund) including as officer, employee, director or general partner during the two most recently completed calendar years with (i) any Fund ; (ii) an investment company, or a person that would be an investment company but for the exclusion provided by sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser or principal underwriter as any Fund or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with an investment adviser or principal underwriter of any Fund; (iii) an investment adviser, principal underwriter or affiliated person of any Fund; or (iv) any person directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of any Fund.

 

Ownership of Managers of Shares in the Funds of the JNL Variable Fund

 

As of December 31, 2018 , the Managers beneficially owned the following interests in shares of the Funds:

 

Manager 

Dollar Range of Equity Securities

in the Funds 

Aggregate Dollar Range of

Equity Securities in All

Registered Investment Companies

Overseen by the Manager in the

Family of Investment Companies

Eric O. Anyah None $10,000 to $50,000
Michael Bouchard 3 None Over $100,000
Ellen Carnahan 3 None Over $100,000
William J. Crowley, Jr. 3 None Over $100,000
Michelle Engler 1 None Over $100,000
John Gillespie 3 None Over $100,000
Mark D. Nerud 2 None Over $100,000
William R. Rybak 1 None Over $100,000
Mark S. Wehrle None Over $100,000
Edward Wood 3 None Over $100,000
Patricia A. Woodworth 3 None Over $100,000

1 Mr. Rybak and Ms. Engler own a Jackson National Life Insurance Company variable annuity under which each of their investments is allocated to the investment divisions that invest in the Fund Complex.

 

42

 


2 Mr. Nerud is the beneficial owner of interests in certain other Funds in the Fund Complex through his participation in a qualified retirement plan maintained by Jackson for its officers and employees, which invests in certain other Funds in the Fund Complex.

3 These Managers hold investments through the deferred compensation plan in “clone” retail funds run by sub-advisers on the JNL platform , which may include retail clones in each of the sleeves of the JNL Multi-Manager Funds. The investments are not in the Funds themselves.

 

As described in the Prospectus, interests in the Funds are sold only to separate accounts of Jackson, 1 Corporate Way, Lansing, Michigan 48951, and Jackson NY, 2900 Westchester Avenue, Purchase, New York 10577, to fund the benefits under certain variable annuity and variable life contracts (“Contracts”), and other regulated investment companies.

 

Ownership by Independent Managers of Interests in Certain Affiliates of the JNL Variable Fund

 

As of December 31, 2018 , none of the Independent Managers, nor any member of an Independent Manager’s immediate family, owned beneficially or of record any securities in an adviser or principal underwriter of any Fund, or a person directly or indirectly controlling or under common control with an investment adviser or principal underwriter of any Fund.

 

Manager Compensation

 

The Manager who is an “interested person” receives no compensation from the JNL Variable Fund. Effective January 1, 2019 , each Independent Manager is paid by the Fund Complex an annual retainer of $ 220 ,000, as well as a fee of $15,500 for each in-person meeting of the Board attended. The fees are allocated to the funds within the Fund Complex on a pro-rata basis based on net assets. For each telephonic meeting of the Board attended, each Independent Manager is paid a fee of $6,000. The Chairman of the Board of Managers receives an additional annual retainer of $ 94 ,000. The Chair of the Audit Committee receives an additional annual retainer of $27,000 for his services in that capacity. The members of the Audit Committee, including the Chair, receive $3,500 for each in-person or telephonic Audit Committee meeting attended. The Chair of the Governance Committee receives an additional annual retainer of $22,000 for his services in that capacity. The members of the Governance Committee, including the Chair, receive $3, 500 for each in-person or telephonic Governance Committee meeting attended. The Chair of each Investment Committee receives an additional annual retainer of $15,000 for his or her services in that capacity. The Investment Committees typically have telephonic meetings three times per year, in addition to their in-person meetings, which take place concurrently with Board meetings. The members of each Investment Committee receive $3, 500 per telephonic Investment Committee meeting. If an Independent Manager participates in an in-person Board meeting by telephone, the Independent Manager will receive half of the meeting fee.

 

The Independent Managers receive $2,500 per day plus travel expenses when traveling, on behalf of a Fund, out of town on Fund business (which, generally, does not include attending educational sessions or seminars). However, if a Board or Committee meeting is held out of town, the Independent Managers do not receive the “per diem” fee plus the Board or Committee fee for such out of town meeting, but rather receive the greater of $2,500 or the meeting fee.

 

The Independent Managers received the following compensation for their services during the fiscal year ended December 31, 2018 :

 

Manager

Aggregate

Compensation from

the JNL Variable

Fund 1

Pension or

Retirement

Benefits

Accrued As

Part of

Fund

Expenses

Estimated

Annual

Benefits

Upon

Retirement

Total

Compensation

from JNL

Variable Fund

and Fund

Complex

Eric O. Anyah $ 25,429 $0 $0 $ 318,500 3
Michael Bouchard $ 26,786 $0 $0 $ 335 ,500
Ellen Carnahan $ 26,227 $0 $0 $ 328,500 4
William J. Crowley, Jr. 2 $ 31,257 $0 $0 $ 391,500 5
Michelle Engler $ 23,912 $0 $0 $ 299,500
John Gillespie $ 26,227 $0 $0 $ 328,500 6
William R. Rybak $ 27,585 $0 $0 $ 345,500
Mark S. Wehrle $ 25,429 $0 $0 $ 318,500 7

 

43

 

Manager

Aggregate

Compensation from

the JNL Variable

Fund 1

Pension or

Retirement

Benefits

Accrued As

Part of

Fund

Expenses

Estimated

Annual

Benefits

Upon

Retirement

Total

Compensation

from JNL

Variable Fund

and Fund

Complex

Edward Wood $ 26,227 $0 $0 $ 328,500 8
Patricia Woodworth $ 25,030 $0 $0 $ 313,500

1 The fees paid to the Independent Managers are paid for combined service on the Boards of the Fund, JNL Series Trust, JNL Investors Series Trust, and Jackson Variable Series Trust (the “Fund Complex”). The fees are allocated to the Fund Complex and affiliated investment companies on a pro-rata basis based on net assets. The total fees paid to all the Independent Managers is $3,308,000.

2 Mr. Crowley is an ex - officio member of the Governance Committee and the Audit Committee. Therefore, he does not receive any compensation as a member of these Committees.

3 Amount includes $ 120,850 deferred by Mr. Anyah .

4 Amount includes $ 164 ,250 deferred by Ms. Carnahan .

5 Amount includes $ 195,750 deferred by Mr. Crowley.

6 Amount includes $164,250 deferred by Mr. Gillespie.

7 Amount includes $ 63,700 deferred by Mr. Wehrle.

8 Amount includes $ 164,250 deferred by Mr. Wood .

 

Neither the JNL Variable Fund nor any of the other investment companies in the Fund Complex have adopted any plan providing pension or retirement benefits for Managers.

 

Selection of Manager Nominees

 

The Board is responsible for considering Manager nominees at such times as it considers electing new Managers to the Board. The Governance Committee, on behalf of the Board, leads the Board in its consideration of Manager candidates. The Board and Governance Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Board or the Governance Committee may engage from time to time and will also consider shareholder recommendations. The Board has not established specific, minimum qualifications that it believes must be met by a Manager nominee. In evaluating Manager nominees, the Board and the Governance Committee consider, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the 1940 Act; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Board and the Governance Committee also consider whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Board and the Governance Committee evaluate nominees for Manager based on whether the nominee is recommended by a shareholder.

 

A shareholder who wishes to recommend a Manager nominee should submit his or her recommendation in writing to the Chair of the Governance Committee, Michael Bouchard, P.O. Box 30902, Lansing, Michigan 48909-8402. At a minimum, the recommendation should include:

 


The name, address, date of birth and business, educational, and/or other pertinent background of the person being recommended;

A statement concerning whether the person is an “interested person” as defined in the 1940 Act;

Any other information that the Funds would be required to include in a proxy statement, under applicable SEC rules, concerning the person if he or she was nominated; and

The name and address of the person submitting the recommendation, together with an affirmation of the person’s investment, via insurance products, in the Funds and the period for which the shares have been held.

 

The recommendation also can include any additional information which the person submitting it believes would assist the Board and the Governance Committee in evaluating the recommendation.

 

Shareholders should note that a person who owns securities issued by Prudential plc (the ultimate parent company of the Funds’ investment adviser and distributor) would be deemed an “interested person” under the 1940 Act. In addition, certain other relationships with Prudential plc or its subsidiaries, with registered broker-dealers, or with the Funds’ outside

 

44

 

legal counsel may cause a person to be deemed an “interested person.” Prudential plc is not affiliated in any manner with Prudential Financial, Inc., a company whose principal place of business is in the United States of America.

 

Before the Governance Committee decides to nominate an individual as a Manager, Board members customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information that must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a Manager of a registered investment company.

 

Additional Information Concerning The Managers

 

Below is a discussion, for each Manager, of the particular experience, qualifications, attributes or skills that led to the conclusion that the Manager should serve as a Manager. The Board monitors its conclusions in light of information subsequently received throughout the year and considers its conclusions to have continuing validity until the Board makes a contrary determination. In reaching their conclusions, the Managers considered various facts and circumstances and did not identify any factor as controlling, and individual Managers may have considered additional factors or weighed the same factors differently.

 

Interested Manager

 

Mark D. Nerud. Mr. Nerud is President and CEO of the Adviser and President and CEO of other investment companies advised by the Adviser. Mr. Nerud also served as Vice President – Fund Accounting & Administration of Jackson for ten years. Mr. Nerud is the former Chief Financial Officer of the Adviser and of other investment companies advised by the Adviser. Mr. Nerud has a Bachelor of Arts in Economics from St. Olaf College.

 

The Board considered Mr. Nerud’s various roles and executive experience with the Adviser, his financial and accounting experience, academic background, and his approximately 12 years of experience as Manager of the Fund Complex .

 

Independent Managers

 

Eric O. Anyah. Mr. Anyah is the Chief Financial Officer of The Museum of Fine Arts, Houston. Mr. Anyah has a Bachelor’s degree from University of Illinois at Chicago, where he majored in History of Art and Architecture, and a Master of Science in Accounting also from the University of Illinois at Chicago.

 

The Board considered Mr. Anyah’s executive experience, his accounting and business experience , and his year of experience as a Manager of the Fund Complex .

 

Michael Bouchard. Mr. Bouchard is currently the Sheriff of Oakland County, Michigan. Mr. Bouchard has a Bachelor’s degree from Michigan State University, where he majored in criminal justice and police administration.

 

The Board considered Mr. Bouchard’s executive experience, academic background, and his approximately 18 years of experience as a Manager of the Fund Complex .

 

Ellen Carnahan. Ms. Carnahan is a Principal of Machrie Enterprises LLC. Ms. Carnahan was formerly a Managing Director of William Blair Capital Management LLC. Ms. Carnahan is a board member of several corporate and philanthropic boards. Ms. Carnahan received a Bachelor of Business Administration from the University of Notre Dame and a Master’s of Business Administration from the University of Chicago.

 

The Board considered Ms. Carnahan’s executive experience, financial experience, academic background, and board experience with other companies and philanthropic organizations, as well as her approximately four years of experience as a Manager of the Fund Complex .

 

William J. Crowley, Jr. Mr. Crowley is the Chairperson of the Board beginning in January 2014. Mr. Crowley formerly served as Managing Partner (Baltimore Office) of Arthur Andersen. Mr. Crowley served on various corporate boards

 

45

 

from 2003 to 2016. Mr. Crowley has a Bachelor of Arts and a Master’s in Business Administration from Michigan State University.

 

The Board considered Mr. Crowley’s accounting and financial experience, board experience with other companies, academic background, and his approximately 12 years of experience as a Manager of the Fund Complex .

 

Michelle Engler. Ms. Engler was the Chairperson of the Board from January 2011 through December 2013. Ms. Engler is a practicing attorney. Ms. Engler is a former director of Federal Home Loan Mortgage Corporation. Ms. Engler received her Bachelor’s degree in Government at the University of Texas and is a graduate of the University of Texas Law School.

 

The Board considered Ms. Engler’s executive experience, board experience with a financial company, academic background, legal training and practice, and her approximately 18 years of related experience as Manager of the Fund Complex , including three years as Chairperson of the Board.

 

John Gillespie. Mr. Gillespie is an entrepreneur-in-residence at the University of California-Los Angeles Office of Intellectual Property. Mr. Gillespie was formerly the Chief Financial Advisor of Yosi, Inc. and the Chief Financial Officer and Executive Vice President for the Mentor Network. Mr. Gillespie is a board member of several philanthropic boards. Mr. Gillespie received a Bachelor of Arts from Harvard College and a Master’s of Business Administration from Harvard Business School.

 

The Board considered Mr. Gillespie’s executive experience, financial experience, academic background, and board experience with philanthropic organizations, as well as his approximately five years of experience as a Manager of the Fund Complex .

 

William R. Rybak. Mr. Rybak formerly served as Chief Financial Officer of Van Kampen Investments and is a Board Member of several corporate boards, including another mutual fund company. Mr. Rybak has a Bachelor of Arts degree in Accounting from Lewis University and a Master’s of Business Administration from the University of Chicago.

 

The Board considered Mr. Rybak’s board experience with other companies, financial experience, academic background and his approximately 12 years of experience as a Manager of the Fund Complex .

 

Mark S. Wehrle. Mr. Wehrle has over 33 years of general business experience, including specific experience with accounting, auditing, internal controls and financial reporting that he gained as an audit partner with Deloitte & Touche serving financial services entities, including mutual funds.

 

The Board considered Mr. Wehrle’s accounting, auditing and business experience and his years of experience as a Manager of the Fund Complex. It further noted that Mr. Wehrle has been a Trustee of the Jackson Variable Series Trust since July 2013.

 

Edward Wood. Mr. Wood formerly served as Chief Operating Officer of McDonnell Investment Management, LLC. Mr. Wood was also formerly President and Principal Executive Officer of the Van Kampen family of mutual funds, Chief Administrative Officer of Van Kampen Investments and Chief Operating Officer of Van Kampen Funds, Inc. Mr. Wood received a Bachelor of Science from the Wharton School of the University of Pennsylvania.

 

The Board considered Mr. Wood’s executive experience, financial and accounting experience and academic background, as well as his approximately five years of experience as a Manager of the Fund Complex .

 

Patricia A. Woodworth. Ms. Woodworth formerly served as Vice President, Chief Financial Officer, and Chief Operating Officer of The J. Paul Getty Trust . Ms. Woodworth was also formerly Executive Vice President for Finance and Administration and the Chief Financial Officer of the Art Institute of Chicago. Ms. Woodworth has a Bachelor of Arts from the University of Maryland.

 

The Board considered Ms. Woodworth’s executive experience, financial experience, academic background, and approximately 12 years of experience as a Manager of the Fund Complex .

 

46

 

PRINCIPAL HOLDERS OF THE JNL Variable Fund’S SHARES

 

As of April 1, 2019 , the officers and Managers of the JNL Variable Fund, as a group, beneficially owned less than 1% of the then outstanding shares of each class of each Fund . Shareholders with a controlling interest could affect the outcome of a proxy vote or the direction of management of a Fund.

 

Because shares in the JNL Variable Fund are sold only to the separate accounts of Jackson , Jackson NY , certain Funds of the JNL Variable Fund and certain investment companies managed by affiliates of the Adviser organized as Fund of Funds, and to certain non-qualified retirement plans, Jackson, through their separate accounts which hold shares in the JNL Variable Fund as funding vehicles for variable insurance contracts and certain retirement plans, is the owner of record of substantially all of the shares of the JNL Variable Fund. In addition, Jackson, through its general account, is the beneficial owner of shares in certain of the Funds, in some cases representing the initial capital contributed at the inception of a Fund, and in other cases representing investments made for other corporate purposes.

 

As may be required by applicable law and interpretations of the staff of the SEC, Jackson and Jackson NY will solicit voting instructions from owners of variable insurance contracts regarding matters submitted to shareholder vote, and will vote the shares held by its separate accounts in accordance with the voting instructions received from variable contract owners to whose contracts such shares are attributable. This is sometimes referred to as “pass through” voting. Further, those shares which are owned by Jackson through its general account, and shares held in the separate accounts for which no voting instructions are received from contract owners, also will be voted by Jackson in the same proportions as those shares for which voting instructions are received from variable contract owners. This is sometimes referred to as “echo” voting.

 

As of April 1, 2019 , the following persons beneficially owned 5% or more of the shares of the Fund(s) indicated below:

 

Fund Name and Address

Percentage of

Shares Owned

JNL/Mellon Capital JNL 5 Fund (Class I)
 

JNL/Mellon Capital 10 x 10 Fund 

1 Corporate Way 

Lansing MI 48951

 

92.35 %

 

Persons who own Variable Contracts may be deemed to have an indirect beneficial interest in the Fund shares owned by the relevant investment divisions. As noted above, Contract owners have the right to give instructions to the insurance company shareholders as to how to vote the Fund shares attributable to their Variable Contracts. As of April 1, 2019, no persons were deemed to have an indirect beneficial interest totaling more than 25% of any voting securities of the Fund .

 

47

 

 

I NVESTMENT ADVISER, SUB-ADVISER AND OTHER SERVICE PROVIDERS

 

Investment Adviser

 

JNAM is registered as an investment adviser with the SEC pursuant to the Investment Advisers Act of 1940, as amended.

 

JNAM, 1 Corporate Way, Lansing, Michigan 48951, is the investment adviser to the JNL Variable Fund. As investment adviser, JNAM provides the JNL Variable Fund with professional investment supervision and management. The Adviser is a wholly owned subsidiary of Jackson, which is in turn wholly owned by Prudential plc, a publicly traded company incorporated in the United Kingdom. Prudential plc is not affiliated in any manner with Prudential Financial, Inc., a company whose principal place of business is in the United States of America.

 

The Adviser acts as investment adviser to the JNL Variable Fund pursuant to an Investment Advisory and Management Agreement.

 

The Investment Advisory and Management Agreement continues in effect for each Fund from year to year after its initial two-year term so long as its continuation is approved at least annually by: (i) a majority of the Managers who are not parties to such agreement or interested persons of any such party except in their capacity as Managers of the Fund, and (ii) the interest holders of each Fund or the Funds’ Board. It may be terminated at any time upon 60 days’ written notice by the Adviser, or by a majority vote of the outstanding interests of a Fund with respect to that Fund, and will terminate automatically upon assignment. Additional Funds may be subject to a different agreement. The Investment Advisory and Management Agreement provides that the Adviser shall not be liable for any error of judgment, or for any loss suffered by any Fund in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the agreement. As compensation for its services, the JNL Variable Fund pays the Adviser a fee in respect of each Fund as described in the Prospectus.

 

Each of JNL/Mellon Dow SM Index Fund, JNL/Mellon MSCI World Index Fund, JNL/Mellon Nasdaq ® 100 Index Fund, JNL/Mellon Capital S&P ® SMid 60 Fund, JNL/Mellon Capital JNL 5 Fund, JNL/Mellon Communication Services Sector Fund, JNL/Mellon Consumer Discretionary Sector Fund, JNL/Mellon Financial Sector Fund, JNL/Mellon Healthcare Sector Fund, JNL/Mellon Energy Sector Fund and JNL/Mellon Information Technology Sector Fund is obligated to pay the Adviser the following fees:

 

Assets Annual Rate
$0 to $50 million 0.24%
$50 million to $100 million 0.21%
$100 million to $750 million 0.18%
$750 million to $3 billon 0.17%
$3 billion to $5 billion 0.16%
Over $5 billion 0.15%

 

The fees paid by the JNL Variable Fund to the Adviser for the fiscal year ended December 31, 2018 , December 31, 2017 , and December 31, 2016 , were $ 31,609,970, $ 39,250,427, and $37,171,739, respectively. The table below outlines the fees paid by each Fund to the Adviser for the fiscal years ending 2018, 2017, and 2016.

 

Fund

December 31,
2018
December 31,
2017
December 31,
2016
JNL/Mellon Dow SM Index Fund $1, 552,952 $1, 732,828 $1, 441,544
JNL/Mellon MSCI World Index Fund $ 681,139 $ 937,668 $ 984,865
JNL/Mellon Nasdaq ® 100 Index Fund $4, 501,965 $ 4,244,358 $2, 655,641
JNL/Mellon Capital S&P ® SMid 60 Fund $1 ,033,168 $1, 737,935 $1, 377,339
JNL/Mellon Capital JNL 5 Fund $ 6,085,037 $8, 707,117 $ 8,651,553
JNL/Mellon Communication Services Sector Fund $ 241,090 $ 374,197 $ 415,692
JNL/Mellon Consumer Discretionary Sector Fund $ 2,233,811 $ 2,596,381 $ 2,631,080
JNL/Mellon Energy Sector Fund $ 2,578,761 $ 3,878,291 $ 4,207,282
JNL/Mellon Financial Sector Fund $ 2,600,718 $ 3,239,508 $ 2,010,597
JNL/Mellon Healthcare Sector Fund $ 5,418,813 $ 6,959,990 $ 7,524,211
 
48

 

Fund

December 31,
2018 
D ecember 31,
2017 
D ecember 31,
2016 
JNL/Mellon Information Technology Sector Fund $ 4,682,515 $ 4,842,154 $ 3,599,278

 

Investment Sub-Adviser – Mellon Investments Corporation

 

Mellon Investments Corporation (“Mellon”) (formerly, BNY Mellon Asset Management North America Corporation ) for is a corporation organized under the laws of the State of Delaware and is an indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon Corp.”). Mellon is headquartered at BNY Mellon Center, One Boston Place, Boston, Massachusetts 02108.

 

The Adviser has entered into an Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) with Mellon to manage the investment and reinvestment of the assets of each Fund, subject to the Adviser’s supervision.

 

Portfolio Manager Compensation Structure

 

Mellon’s rewards program is designed to be market-competitive and align Mellon’s compensation with the goals of our clients. This alignment is achieved through an emphasis on deferred awards, which incentivizes Mellon’s investment personnel to focus on long-term alpha generation.

 

Mellon’s incentive model is designed to compensate for quantitative and qualitative objectives achieved during the performance year. An individual’s final annual incentive award is tied to the Mellon’s overall performance, the team’s investment performance, as well as individual performance.

 

Awards are paid in cash on an annual basis; however, some portfolio managers may receive a portion of their annual incentive award in deferred vehicles. Annual incentive as a percentage of fixed pay varies with the profitability of the firm and the product team.

 

The following factors encompass Mellon’s investment professional rewards program.

 


Base salary

Annual cash incentive

Long-Term Incentive Plan

Deferred cash for investment

BNY Mellon restricted stock units and/or

Mellon Investments Corporation equity

 

Awards for selected senior portfolio managers are based on a two-stage model: an opportunity range based on the current level of business and an assessment of long-term business value. A significant portion of the opportunity awarded is structured and based upon the performance of the portfolio manager’s accounts relative to the performance of appropriate peers, with longer-term performance more heavily weighted.

49

Other Accounts Managed by the Portfolio Managers and Potential Conflicts of Interest

 

The following tables reflect information as of December 31, 2018 :

 

JNL/Mellon Dow SM Index Fund, the JNL/Mellon MSCI World Index Fund, the JNL/Mellon Nasdaq ® 100 Index Fund, the JNL/Mellon Capital S&P ® SMid 60 Fund, the JNL/Mellon Capital JNL 5 Fund, the JNL/Mellon Communication Services Sector Fund, the JNL/Mellon Consumer Discretionary Sector Fund, the JNL/Mellon Financial Sector Fund, the JNL/Mellon Healthcare Sector Fund, the JNL/Mellon Energy Sector Fund, and the JNL/Mellon Information Technology Sector Fund

 

        Performance Fee Accounts
Portfolio Manager Category of Account # of Accounts AUM # of Accounts AUM
Richard Brown,
CFA
Other Registered Investment
Companies
126 $93.94 billion 0 0
Other Pooled Vehicles 102 $77.08 billion 0 0
Other Accounts 88 $82.01 billion 0 0
           
Thomas Durante,
CFA
Other Registered Investment
Companies
126 $93.94 billion 0 0
Other Pooled Vehicles 102 $77.08 billion 0 0
Other Accounts 88 $82.01 billion 0 0
           
Karen Wong,
CFA
Other Registered Investment
Companies
126 $93.94 billion 0 0
Other Pooled Vehicles 102 $77.08 billion 0 0
Other Accounts 88 $82.01 billion 0 0

Conflicts of Interest

 

It is the policy of Mellon to make business decisions free from conflicting outside influences. Mellon’s objective is to recognize potential conflicts of interest and work to eliminate or control and disclose such conflicts as they are identified. Mellon’s business decisions are based on its duty to its clients, and not driven by any personal interest or gain. As an asset manager operating in a number of different jurisdictions with a diverse client base in a variety of strategies, conflicts of interest are inherent. Furthermore, as an indirect subsidiary of The Bank of New York Mellon Corporation (“BNYM”), potential conflicts may also arise between Mellon and other BNYM companies.

 

Mellon will take steps to provide reasonable assurance that no client or group of clients is advantaged at the expense of any other client. As such, Mellon has adopted a Code of Ethics (the “Code”) and compliance policy manual to address such conflicts. These potential and inherent conflicts include but are not limited to: the allocation of investment opportunities, side by side management, execution of portfolio transactions, brokerage conflicts, compensation conflicts, related party arrangements, personal interests, and other investment and operational conflicts of interest. Mellon’s compliance policies are designed to ensure that all client accounts are treated equitably over time. Additionally, Mellon has structured compensation of investment personnel to reasonably safeguard client accounts from being adversely impacted by any potential or related conflicts.

 

All material conflicts of interest are presented in greater detail within Part 2A of Mellon’s Form ADV.

50

Security Ownership of Portfolio Managers for the JNL/Mellon Dow SM Index Fund, the JNL/Mellon MSCI World Index Fund, the JNL/Mellon Nasdaq ® 100 Index Fund, the JNL/Mellon Capital S&P ® SMid 60 Fund, the JNL/Mellon Capital JNL 5 Fund, the JNL/Mellon Communication Services Sector Fund, the JNL/Mellon Consumer Discretionary Sector Fund, the JNL/Mellon Financial Sector Fund, the JNL/Mellon Healthcare Sector Fund, the JNL/Mellon Energy Sector Fund, and the JNL/Mellon Information Technology Sector Fund as of December 31, 2018

 

Security Ownership of Portfolio Managers

None

$1-

$10,000

$10,001-

$50,000

$50,001-

$100,000

$100,001-

$500,000

$500,001-

$1,000,000

Over
$1,000,000
Richard Brown, CFA X            
Thomas Durante, CFA X            
Karen Wong, CFA X            

 

Under the Sub-Advisory Agreement, Mellon provides each Fund with discretionary investment services. Specifically, Mellon is responsible for supervising and directing the investments of each Fund in accordance with each Fund’s investment objective, program, and restrictions as provided in the Prospectus and this SAI. Mellon is also responsible for effecting all security transactions on behalf of each Fund. The Sub-Advisory Agreement also provides that Mellon , its directors, officers, employees, and certain other persons performing specific functions for the Funds will only be liable to the Funds for losses resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of duty.

 

The Sub-Advisory Agreement continues in effect for each Fund from year to year after its initial two-year term so long as its continuation is approved at least annually by a majority of the Managers who are not parties to such agreement or interested persons of any such party except in their capacity as Managers of the Fund and by the interest holders of each Fund or the Funds’ Board. It may be terminated at any time upon 60 days’ written notice by Fund or the Adviser or upon 90 days’ notice by the sub-adviser, or by a majority vote of the outstanding interests of a Fund with respect to that Fund, and will terminate automatically upon assignment or upon the termination of the investment management agreement between the Adviser and the Fund. Additional Funds may be subject to a different agreement. The Sub-Advisory Agreement also provides that Mellon is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), applicable to each Fund (relating to the diversification requirements applicable to investments in funds underlying variable annuity contracts).

 

The Adviser is obligated to pay Mellon out of the advisory fee it receives from JNL/Mellon Capital S&P ® SMid 60 Fund and JNL/Mellon Capital JNL 5 Fund the following fees:

 

Assets Annual Rate
First $100 million 0.06%
$100 million to $750 million 0.03%
Over $750 million 0.015%

 

The Adviser is obligated to pay Mellon out of the advisory fee it receives from JNL/Mellon MSCI World Index Fund, JNL/Mellon Communication Services Sector Fund, JNL/Mellon Consumer Discretionary Sector Fund, JNL/Mellon Financial Sector Fund, JNL/Mellon Healthcare Sector Fund, JNL/Mellon Energy Sector Fund, JNL/Mellon Information Technology Sector Fund, JNL/Mellon Dow SM Index Fund, and JNL/Mellon Nasdaq ® 100 Index Fund the following fees:

 

Assets Annual Rate
$0 to $500 million 0.03%
$500 million to $2 billion 0.015%
Over $2 billion 0.010%

 

The break points apply to the assets of each Fund separately.

 

License Agreements . The “Dow Jones Industrial Average” and “The Dow 10” are products of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and have been licensed for use. “Dow Jones ® ”, “Dow Jones Industrial Average”, “DJIA ® ”, “The Dow ® ” and “The Dow 10” are service and/or trademarks of Dow Jones Trademark Holdings, LLC (“Dow Jones”) and have been licensed to SPDJI and have been sub-licensed for use for certain purposes by Jackson National Life Insurance Company ® (“Jackson”). The JNL/Mellon Dow SM Index Fund and JNL/Mellon Capital JNL 5 Fund (“Products”) is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, Standard & Poor’s Financial Services LLC,

51

or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices (including any of their respective affiliates) makes 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 S&P Dow Jones Indices (including 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 Industrial Average”, and “The Dow 10”, which are determined, composed and calculated by S&P Dow Jones Indices without regard to Jackson or the Products. S&P Dow Jones Indices have no obligation to take the needs of Jackson, or the owners of the Products into consideration in determining, composing or calculating the Indices. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Products or the timing of the issuance or sale of the Products in the determination or calculation of the equation by which the Products is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Products. There is no assurance that investment products based on the Indices will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

 

S&P DOW JONES INDICES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE “DOW JONES INDUSTRIAL AVERAGE”, and “THE DOW 10” OR ANY DATA INCLUDED THEREIN AND S&P DOW JONES INDICES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P DOW JONES INDICES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY JACKSON, OWNERS OF THE PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE “DOW JONES INDUSTRIAL AVERAGE”, and “THE DOW 10” OR ANY DATA INCLUDED THEREIN. S&P DOW JONES INDICES 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 INDUSTRIAL AVERAGE”, and “THE DOW 10” 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 S&P DOW JONES INDICES AND JACKSON, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

 

“STANDARD & POOR’S ® ,” “S&P ® ,” “S&P 500 ® ,” “S&P MIDCAP 400 Index ® ,” “STANDARD & POOR’S MIDCAP 400 Index ® ,” S&P SmallCap 600 Index ® ,” and “STANDARD & POOR’S 500 ® ” are trademarks and/or Indices of S&P Dow Jones Indices and have been licensed for use by Jackson. The JNL ./ Mellon Capital S&P ® SMid 60 Fund and the JNL ./ Mellon Capital JNL 5 Fund (“Products”) are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices. The Products are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of investing in securities generally or in the Products particularly or the ability of the Indices to track general market performance. S&P Dow Jones Indices’ only relationship to Jackson with respect to the Indices or the Products is the licensing of the Indices and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Indices are determined, composed and calculated by S&P Dow Jones Indices without regard to Jackson or the Products. S&P Dow Jones Indices have no obligation to take the needs of Jackson, or the owners of the Products into consideration in determining, composing or calculating the Indices. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Products or the timing of the issuance or sale of the Products in the determination or calculation of the equation by which the Products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Products. There is no assurance that investment products based on the Indices will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

 

Standard & Poor’s Financial Services LLC 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 valuations, 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

52

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 . S&P provides a wide range of services to, or relating to, many organizations, including issuers of securities, investment advisers, broker-dealers, investment banks, other financial institutions and financial intermediaries, and accordingly may receive fees or other economic benefits from those organizations, including organizations whose securities or services they may recommend, rate, include in model portfolios, evaluate or otherwise address.

 

The Product(s) is not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or 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 National Life Insurance Company (“ Licensee ”) is in the licensing of the NASDAQ ® , and Nasdaq -100 ® Index TM registered trademarks, 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

53

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.

 

NASDAQ ® , and Nasdaq-100 ® Index TM , are registered trademarks of Nasdaq, Inc. (which with its affiliates is referred to as the “Corporations”) and are licensed for use by Jackson National Life Insurance Company. The JNL/Mellon Nasdaq ® 100 Index Fund has not been passed on by the Corporations as to their legality or suitability. The JNL/Mellon Nasdaq ® 100 Index Fund is not issued, endorsed, sold , or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE JNL/MELLON NASDAQ ® 100 INDEX FUND.

 

THE JNL/MELLON MSCI WORLD INDEX FUND, JNL/MELLON COMMUNICATION SERVICES SECTOR FUND, THE JNL/MELLON CONSUMER DISCRETIONARY SECTOR FUND, JNL/MELLON FINANCIAL SECTOR FUND, JNL/MELLON HEALTHCARE SECTOR FUND, JNL/MELLON ENERGY SECTOR FUND OR THE JNL/MELLON INFORMATION TECHNOLOGY SECTOR FUND (COLLECTIVELY, “ MELLON FUNDS”) 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 MELLON FUNDS OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THE MELLON FUNDS 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 MELLON FUNDS OR THE ISSUER OR OWNERS OF THE MELLON FUNDS 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 MELLON FUNDS 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 MELLON FUNDS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE MELLON FUNDS IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE MELLON FUNDS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE MELLON FUNDS.

 

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 MELLON FUNDS, OWNERS OF THE MELLON FUNDS, 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.

54

Administrative Fee. In addition to the investment advisory fee, each Fund pays to JNAM (“Administrator”) an Administrative Fee as an annual percentage of the average daily net assets of the Fund as set forth below.

 

Funds Assets

Administrative

Fee

JNL/Mellon Dow SM Index Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon MSCI World Index Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Nasdaq ® 100 Index Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Capital S&P ® SMid 60 Fund

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Capital JNL 5 Fund

$0 to $3 billion

Assets over $3 billion

 

.15%

.13%

 

JNL/Mellon Communication Services Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Consumer Discretionary Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Financial Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Healthcare Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Energy Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 

JNL/Mellon Information Technology Sector Fund

 

$0 to $3 billion

Assets over $3 billion

 

.15% 1

.13% 1

 


1 JNAM has contractually agreed to waive 0.05% of the administrative fees of the Class I shares of the Fund. The fee waiver will continue for at least one year from the date of the current Prospectus, unless the Board of Managers approves a change in or elimination of the waiver. This fee waiver is subject to yearly review and approval by the Board of Managers.

 

In return for the Administrative Fee, the Administrator provides or procures all necessary administrative functions and services for the operation of the Funds. In addition, the Administrator, at its own expense, arranges and pays for routine legal, audit, fund accounting, custody (except overdraft and interest expense), printing and mailing, a portion of the Chief Compliance Officer costs and all other services necessary for the operation of each Fund. Each Fund is responsible for trading expenses including brokerage commissions, interest and taxes, and other non-operating expenses. Each Fund is also responsible for nonrecurring and extraordinary legal fees, interest expenses, registration fees, licensing costs, directors and officers insurance, expenses related to the Funds’ Chief Compliance Officer, and the fees and expenses of the Independent Managers and of independent legal counsel to the Independent Managers (categorized as “Other Expenses” in the fee tables).

 

The fees paid by the JNL Variable Fund to the Administrator for the fiscal year ended December 31, 2018 , December 31, 2017 , and December 31, 2016 , were $ 26,759,320, $ 23,563, 241, and $19,918,649, respectively.

 

The fees paid by each Fund to the Administrator for the fiscal years ended December 31, 2018 , December 31, 2017 , and December 31, 2016 , are outlined below:

55

Fund
December 31,
2018
December 31,
2017
December 31,
2016
JNL/Mellon Dow SM Index Fund 1 $1, 264,381 $ 1,015,155 $ 748,153
JNL/Mellon MSCI World Index Fund 2 $530, 117 $ 530,266 $ 503,502
JNL/Mellon Nasdaq ® 100 Index Fund 3 $ 3,866,469 $ 2,603,619 $1, 408,703
JNL/Mellon Capital S&P ® SMid 60 Fund 10 $ 5,202,263 $ 991,435 $ 713,970
JNL/Mellon Capital JNL 5 Fund $ 823,476 $ 5,230,688 $ 4,707,283
JNL/Mellon Communication Services Sector Fund 4 $ 163,437 $ 193,574 $ 198,586
JNL/Mellon Consumer Discretionary Sector Fund 5 $ 1,865,138 $ 1,536,936 $1, 395,054
JNL/Mellon Energy Sector Fund 6 $ 2,169,508 $ 2,305,897 $ 2,270,736
JNL/Mellon Financial Sector Fund 7 $ 2,188,881 $ 1,942,259 $ 1,054,614
JNL/Mellon Healthcare Sector Fund 8 $ 4,660,033 $ 4,247,196 $ 4,113,129
JNL/Mellon Information Technology Sector Fund 9 $ 4,025,617 $ 2,966,216 $ 1,932,951

1 The Adviser waived $ 315 and $0 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

2 The Adviser waived $407 and $1 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

3 The Adviser waived $3,462 and $80 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

4 The Adviser waived $121 and $11 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

5 The Adviser waived $5,718 and $ 2,431 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

6 The Adviser waived $ 1,096 and $158 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

7 The Adviser waived $ 1,369 and $ 78 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

8 The Adviser waived $ 8,901 and $ 3,531 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

9 The Adviser waived $ 2,324 and $ 119 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

10 The Adviser waived $ 484 and $59 of its administrative fee for the fiscal years ended December 31, 2018 and 2017, respectively.

 

Custodian and Transfer Agent. The custodian has custody of all securities and cash of the JNL Variable Fund maintained in the United States and attends to the collection of principal and income and payment for and collection of proceeds of securities bought and sold by the JNL Variable Fund.

 

JPMorgan Chase Bank, N.A (“JPMorgan Bank”), 270 Park Avenue, New York, New York 10017, acts as custodian for the Funds listed below. JPMorgan Chase Bank, N.A. is an indirect subsidiary of JPMorgan Chase & Co.

 

JNL/Mellon Dow SM Index Fund

JNL/Mellon Communication Services Sector Fund

JNL/Mellon Consumer Discretionary Sector Fund

JNL/Mellon Financial Sector Fund

JNL/Mellon Healthcare Sector Fund

JNL/Mellon Energy Sector Fund

JNL/Mellon Information Technology Sector Fund

 

State Street Bank & Trust Company (“State Street”), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, acts as custodian for the following funds:

 

JNL/Mellon MSCI World Index Fund

JNL/Mellon Nasdaq ® 100 Index Fund

JNL/Mellon Capital S&P ® SMid 60 Fund

JNL/Mellon Capital JNL 5 Fund

 

JNAM provides transfer agent and dividend-paying services to each Fund of the JNL Variable Fund. In providing these services, JNAM assists in the preparation of Fund regulatory reports and reports to the management of the JNL Variable Fund, processes purchase orders and redemption requests, furnishes confirmations and disburses redemption proceeds, acts as income disbursing agent, provides periodic statements of account to shareholders, and prepares and files tax returns, among other things. JNAM is compensated for these services through its advisory fee.

 

Independent Registered Public Accounting Firm . The Board has appointed KPMG LLP as the JNL Variable Fund’s independent registered public accounting firm. KPMG LLP, 200 E. Randolph Street, Chicago, Illinois 60601, will audit and report on the JNL Variable Fund’s annual financial statements and will perform other professional accounting, auditing, tax and advisory services when engaged to do so by the JNL Variable Fund.

56

The Distributor. Jackson National Life Distributors LLC (“Distributor” or “JNLD”), 300 Innovation Drive, Franklin, Tennessee 37067 , is the statutory underwriter and facilitates the registration and distribution of shares of the Funds on a continuous basis. The Distributor is not obligated to sell any specific amount of Fund shares. JNLD is a wholly owned subsidiary of Jackson, which is in turn wholly owned by Prudential plc, a publicly traded company incorporated in the United Kingdom. Prudential plc is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America.

 

Rule 12b-1 Plan . The Board of Managers of the JNL Variable Fund, including all of the Independent Managers, has approved an Amended and Restated Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (“Plan”) with respect to the Class A shares of each Fund. In adopting the Plan, the Board of Managers, including all of the Independent Managers, concluded in accordance with the requirements of Rule 12b-1 that there is a reasonable likelihood that the Plan will benefit each Fund and its shareholders. All of the Independent Managers also unanimously approved that the Plan be submitted to shareholders holding Class A shares of each Fund of the JNL Variable Fund. Under the Plan, each Fund’s Class A shares are charged a shareholder services and distribution fee (“12b-1 fee”) at the annual rate of 0.30% of the average daily net assets attributable to the Class A shares of the Fund.

 

The Board, including all of the Independent Managers, also approved an amended and restated distribution agreement between the JNL Variable Fund and JNLD (“Distribution Agreement”). The Distribution Agreement reflects the provisions of the Plan and provides for the payment of the 12b-1 fee with respect to Class A shares of each Fund.

 

Under the Plan with respect to each Fund, the 12b-1 fee is calculated and accrued daily and paid to JNLD within forty-five (45) days of the end of each month or at such other intervals as the Board determines. The fee is computed at an annual rate of 0.30% of the average daily net assets attributable to the Class A shares of the Fund. To the extent consistent with the Plan and applicable law, JNLD may use the 12b-1 fees to finance certain distribution and related service expenses that are primarily intended to result in the sale of such Class A Shares of the Funds or compensate broker-dealers, administrators, financial intermediaries or others for providing or assisting in providing distribution and related additional services.

 

The fee compensates JNLD and its affiliates for providing distribution and other services and paying certain distribution and other service expenses. The activities covered under the Plan include, but are not limited to, the following:

 


Developing, preparing, printing, and mailing of Fund sales literature and other promotional material describing and/or relating to the Funds, including materials intended for use by Jackson National Life Insurance Company and its affiliates, or for broker-dealer only use or retail use;

Holding or participating in seminars and sales meetings for registered representatives designed to promote the distribution of Fund shares;

Paying compensation to and expenses, including overhead, of employees of JNLD that engage in the distribution of variable insurance products that offer the Funds (“Insurance Contracts”);

Paying compensation to broker-dealers or other financial intermediaries that engage in the distribution of Insurance Contracts, including, but not limited to, certain commissions, servicing fees and marketing fees;

Providing services, related to the Funds, to Insurance Contract owners; such services will include, but not be limited to, assisting the Funds with proxy solicitations, obtaining information, answering questions, providing explanations to Insurance Contract owners regarding the Funds’ investment objectives and policies and other information about the Funds, including the performance of the Funds, and developing and providing electronic capabilities or information technology platforms to assist in providing any of the foregoing services to Insurance Contract owners;

Printing and mailing of Fund prospectuses, statements of additional information, supplements, and annual and semiannual reports for prospective owners of Insurance Contracts;

Training sales personnel regarding sales of Insurance Contracts on matters related to the Funds;

Compensating sales personnel in connection with the allocation of cash values and premiums of the Insurance Contracts to the Funds;

Providing periodic reports to the Funds and regarding the Funds to third-party reporting services;

Reconciling and balancing separate account investments in the Funds;
 
57

  Reconciling and providing notice to the Funds of net cash flow and cash requirements for net redemption orders;

Confirming transactions; and

Financing other activities that the Board determines are primarily intended to result, directly or indirectly, in the servicing or sale of Fund shares.

 

The Plan provides (1) that it is subject to annual approval of continuance by the Managers and the Independent Managers; (2) that the Distributor must provide the Board with a quarterly written report of payments made under the Plan and the purpose of the payments; and (3) that the Plan may be terminated at any time by the vote of a majority of the Independent Managers, or a majority of the outstanding voting securities of the JNL Variable Fund entitled to vote. The Plan may not be amended to increase materially the amount to be spent for distribution without shareholder approval, and all material Plan amendments must be approved by a vote of the Independent Managers.

 

For the fiscal year ended on December 31, 2018 , the 12b-1 fees paid by the Funds with respect to the Class A shares were as follows:

 

Fund

Period Ended

December 31, 2018

 
 
JNL/Mellon Dow SM Index Fund $ 2,526,869  
JNL/Mellon MSCI World Index Fund $ 1,057,794  
JNL/Mellon Nasdaq ® 100 Index Fund $ 7,712,166  
JNL/Mellon Capital S&P ® SMid 60 Fund $ 9,828,811  
JNL/Mellon Capital JNL 5 Fund $ 1,644,051  
JNL/Mellon Communication Services Sector Fund $3 26,144  
JNL/Mellon Consumer Discretionary Sector Fund $3 ,695,966  
JNL/Mellon Energy Sector Fund $ 4,332,442  
JNL/Mellon Financial Sector Fund $ 4,369,547  
JNL/Mellon Healthcare Sector Fund $ 9,321,858  
JNL/Mellon Information Technology Sector Fund $ 8,037,874  

 

Fund Transactions and Brokerage. Pursuant to the Sub-Advisory Agreement, the sub-adviser is responsible for placing all orders for the purchase and sale of portfolio securities of the Fund with broker-dealers selected in their discretion. The sub-adviser is obliged to place orders for the purchase and sale of securities with the objective of obtaining the most favorable overall results for the Fund, including commission costs and securities purchased or sale price (“best execution”), and the sub-adviser has adopted policies and procedures intended to assist it in fulfilling that obligation. In doing so, a Fund may pay higher commission rates than the lowest available when sub-adviser believes it is reasonable to do so in light of the value of the brokerage and research services provided by the broker-dealer effecting the transaction, as discussed below.

 

The cost of securities transactions for each portfolio consist not only of brokerage commissions (for transactions in exchange-traded equities and certain derivative instruments) and/or dealer or underwriter spreads for other types of securities, but also may include the market price impact of the Funds’ transactions. Over-the-counter stocks, bonds and money market instruments are generally traded on a net basis and do not normally involve brokerage commissions.

 

Occasionally, securities may be purchased directly from the issuer. For securities traded primarily in the over-the-counter market, the sub-adviser may deal directly with dealers who make a market in the securities. Such dealers usually act as principals for their own account. Securities may also be purchased or sold from various market centers. Securities may also be purchased from or sold by investment banks.

 

In selecting broker-dealers through which to effect transactions, the sub-adviser gives consideration to a number of factors described in its policy and procedures. The sub-adviser’s policies and procedures generally include as factors for consideration such matters as price, confidentiality, broker-dealer spread or commission, if any, the reliability, integrity and financial condition of the broker-dealer, size of the transaction and difficulty of execution. Consideration of these factors by the sub-adviser, either in terms of a particular transaction or the sub-adviser’s overall responsibilities with respect to the Fund and any other accounts managed by the sub-adviser, could result in the Fund paying a commission or

58

spread on a transaction that is in excess of the amount of commission or spread another broker-dealer might have charged for executing the same transaction.

 

Under the terms of the Sub-Advisory Agreement, and subject to best execution, the sub-adviser also expressly is permitted to give consideration to the value and quality of any “brokerage and research services,” sometimes referred to as “soft dollars” (as defined under Section 28(e) of the Securities Exchange Act of 1934, as amended), including securities research, statistical, quotation, or valuation services provided to the sub-adviser by the broker-dealer. In placing a purchase or sale order, the sub-adviser may use a broker-dealer whose commission in effecting the transaction is higher than that another broker-dealer might have charged for the same transaction if the sub-adviser determines in good faith that the amount of the higher commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the sub-adviser’s overall responsibilities with respect to the Fund and any other accounts managed by the sub-adviser. Research services provided by broker-dealers include advice, either directly or through publications or writings, as to the value of securities, the advisability of purchasing or selling securities, the availability of securities or purchasers or sellers of securities, and analyses and reports concerning issuers, industries, securities, economic factors and trends and portfolio strategy. Research services provided by broker-dealers through which the sub-adviser effects Fund transactions may be used by the sub-adviser in serving any or all of its accounts, and not all such services may be used by the sub-adviser in connection with the sub-adviser’s services to the Fund.

 

Where new issues of securities are purchased by a Fund in underwritten fixed price offerings, the underwriter or another selling group member may provide research services to a sub-adviser in addition to selling the securities to the Fund or other advisory clients of the sub-adviser.

 

During the fiscal year ended December 31, 2018 , the following Fund (s) directed the following amounts of portfolio securities transactions, and commissions paid thereon, to broker-dealers which may have provided research services to the Fund’s Sub-Adviser:

 

FUND
Estimated Gross Dollar Value
of Purchases/Sales Directed to
  Broker/Dealers Providing
Research And Brokerage
Services As Defined by Section
28( E) Of The Securities
Exchange Act of 1934
Estimated Commissions on
 Purchases/Sales Directed to
Broker/Dealers Providing
 Research and Brokerage
Services as Defined by Section
28( E) Of The Securities
Exchange Act of 1934.
JNL/Mellon Capital JNL 5 Fund $2, 825,092 $ 1,047

 

The estimates above are based upon custody data provided to CAPIS using the following methodology: Total Commissions minus transactions executed at discounted rates and/or directed to the funds’ commission recapture program equals total research commissions. USD transactions executed at commission rates below $0. 02 per share, non-USD developed market transactions executed at 8 basis points and below, and non-USD emerging market transactions executed at 12 basis points and below are considered to be executed at discounted rates. For example, Commission paid on USD transactions at rates at or above $0. 02 per share and not directed for commission recapture are assumed to be paid to brokers that provide research and brokerage services within the scope of Section 28(e) of the Securities and Exchange Act of 1934. Commissions paid on fixed price offerings and transactions in futures and options are not included in this analysis.

 

The Board periodically reviews the sub-adviser’s performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Funds and review commissions paid by the Funds over a period of time to determine if they are reasonable in relation to the benefit to the Funds.

 

Portfolio transactions for a Fund may be executed on an agency basis through broker-dealers that are affiliated with the Fund, the Adviser or a sub-adviser, if, in the sub-adviser’s judgment, the use of such affiliated broker-dealer is likely to result in price and execution at least as favorable as those of other qualified broker-dealers, and if, in the transaction, the affiliated broker-dealer charges the Fund a commission rate consistent with those charged by the affiliated broker-dealer to comparable unaffiliated customers in similar transactions.

59

All transactions with affiliated broker-dealers must comply with Rule 17e-1 under the 1940 Act, and are reported to the Managers on a regular basis.

 

Subject to compliance with Rule 10f-3 under the 1940 Act, the sub-adviser is permitted to purchase securities from an underwriting syndicate in which an affiliate of the sub-adviser is a member. All such transactions are reported to the Board on a regular basis.

 

Subject to compliance with Rule 17a-7 under the 1940 Act, the sub-adviser is permitted to cause a Fund to purchase securities in an initial public offering from or sell securities to another account, including another investment company, advised by the sub-adviser. All such transactions are reported to the Board on a regular basis.

 

There are occasions when portfolio transactions for a Fund are executed as part of concurrent authorizations to purchase or sell the same security for the Fund and for other accounts served by the Adviser or a sub-adviser, or an affiliated company. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to a Fund, they are effected only when the Adviser or the sub-adviser believes that to do so is in the interest of a Fund and the other accounts participating. When such concurrent authorizations occur, the executions will be allocated in an equitable manner.

 

During the past three fiscal years, the following Fund(s) paid the following amounts in brokerage commissions for portfolio transactions:

 

FUND
Fiscal Year Ended
December 31, 2018
Fiscal Year Ended
December 31, 2017
Fiscal Year Ended
December 31, 2016
JNL/Mellon Capital JNL 5 Fund N/A $564,542 $555,557


Differences in the amount of brokerage commissions paid by a Fund during a Fund’s three most recent fiscal years (as disclosed in the table above) could be the result of (i) active trading strategies employed by the Sub-Adviser when responding to changes in market conditions; (ii) management of cash flows into and out of a Fund as a result of shareholder purchases and redemptions; (iii) rebalancing portfolios to reflect the results of the Sub-Adviser’s portfolio management models; (iv) changes in commission rates in the relevant markets; or (v) a material increase in a Fund’s asset size. Changes in the amount of brokerage commissions paid by a Fund do not reflect material changes in the Fund’s investment objective or strategies.

 

During the past three fiscal years, the Funds paid the following amounts in brokerage commissions to affiliated broker-dealers:

 

Name of Broker/Dealer
Period Ended
December 31,
2018
Period Ended
December 31,
 2017
Period Ended
December 31,
2016
Pershing, LLC $0 $ 0 $ 871


The broker- dealer(s) listed above is affiliated with the Funds through a Sub-Adviser.

 

As of December 31, 2018, the following Funds owned securities of one of each Fund’s regular broker-dealers, or a publicly traded parent company of such broker-dealer:

 

Fund Broker-Dealer

Value Of

Securities Owned

(In Thousands)

JNL/Mellon Dow SM Index Fund Goldman Sachs & Co. $37,562
JNL/Mellon Dow SM Index Fund J.P. Morgan 21,950
JNL/Mellon MSCI World Index Fund Bank of America Corp. 1,974
JNL/Mellon MSCI World Index Fund Citigroup Inc. 1,106

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Fund Broker-Dealer

Value Of

Securities Owned

(In Thousands)

JNL/Mellon MSCI World Index Fund Credit Agricole Group 125
JNL/Mellon MSCI World Index Fund Deutsche Bank AG 135
JNL/Mellon MSCI World Index Fund Goldman Sachs & Co. 507
JNL/Mellon MSCI World Index Fund HSBC Holdings Plc 1,544
JNL/Mellon MSCI World Index Fund J.P. Morgan 2,770
JNL/Mellon MSCI World Index Fund Macquarie Group Ltd. 212
JNL/Mellon MSCI World Index Fund Morgan Stanley & Co., Inc. 438
JNL/Mellon MSCI World Index Fund Sanford C. Bernstein & Co. 383
JNL/Mellon MSCI World Index Fund Societe Generale SA 207
JNL/Mellon MSCI World Index Fund UBS Securities LLC 409
JNL/Mellon JNL 5 Fund HSBC Holdings Plc 35,880
JNL/Mellon Financial Sector Fund Bank of America Corp. 81,315
JNL/Mellon Financial Sector Fund Citigroup Inc. 45,553
JNL/Mellon Financial Sector Fund Goldman Sachs & Co. 20,863
JNL/Mellon Financial Sector Fund Investment Technology Group Inc. 329
JNL/Mellon Financial Sector Fund J.P. Morgan 114,118
JNL/Mellon Financial Sector Fund Morgan Stanley & Co., Inc. 18,062
JNL/Mellon Financial Sector Fund State Street Corp. 8,344


Code of Ethics. To mitigate the possibility that a Fund will be adversely affected by personal trading of employees, the JNL Variable Fund, the Adviser, JNLD, and Mellon have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended. These Codes of Ethics contain policies restricting securities trading in personal accounts of the portfolio managers and others who normally come into possession of information regarding portfolio transactions of the Funds. The JNL Variable Fund’s and the Adviser’s Codes of Ethics comply, in all material respects, with the recommendations of the Investment Company Institute. Subject to the requirements of the Codes of Ethics, employees may invest in securities for their own investment accounts, including securities that may be purchased or held by the Funds.

 

Proxy Voting for Securities held by the Funds.

 

The Board has approved the proxy voting policy and procedures (“Policy”) of the Funds’ Adviser, pursuant to which the Board has delegated proxy voting responsibility to the Adviser, and pursuant to which the Adviser has delegated proxy voting responsibility to each of the Sub-Advisers, except Standard & Poor’s Investment Advisory Services LLC (“SPIAS”), which does not have a proxy voting policy, nor does SPIAS vote proxies , where applicable. The JNL Variable Fund has adopted each of the Sub-Adviser’s proxy voting policies and procedures (“Procedures”).

 

The Sub-Advisers generally review each matter on a case-by-case basis in order to make a determination of how to vote in a manner that best serves the interests of Fund shareholders. The Sub-Advisers may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweigh the benefits derived from exercising the right to vote. For example, JNAM shall permit a Sub-Adviser to abstain from voting a proxy for securities that have been loaned by the Fund and would have to be recalled in order to submit a proxy vote. In addition, the Sub-Advisers will monitor situations that may result in a conflict of interest in accordance with their Procedures. A description of the policies and procedures used by the Funds to vote proxies relating to the portfolio securities and information on how the Funds voted proxies relating to portfolio securities during the 12 month period ended June 30 are available (1) without charge, upon request by calling 1-800-644-4565 (Jackson Service Center) or 1-800-599-5651 (Jackson NY Service Center), (2) by writing JNL Variable Fund LLC, P.O. Box 30314, Lansing, Michigan 48909-7814 (3) on Jackson National Life Insurance Company’s or Jackson National Life Insurance Company of New York’s website at www.jackson.com , and (4) on the SEC’s website at www.sec.gov .

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  DI SCLOSURE OF PORTFOLIO INFORMATION

 

Policies and Procedures

 


I. Introduction

 

JNAM is the investment adviser to the Funds and certain affiliated and non-affiliated sub-advisers conduct the day-to-day management of the Funds. Pursuant to the sub-advisers’ respective “Sub-Advisory Agreements” with JNAM, the sub-advisers make the investment decisions for the Funds, including determinations as to the purchase and sale of securities for the Funds and the disposition of the assets for the Funds. The Adviser, pursuant to exemptive relief granted by the SEC, is a “Manager of Managers,” and monitors and reviews the performance of the sub-advisers and the Funds. In providing this oversight function, JNAM regularly reports to the Funds’ Board related to sub-adviser management, trading, and compliance functions. The Adviser does not make individual investment decisions on behalf of the Funds. The Adviser does not have a portfolio management department and does not operate a trading desk. The Adviser provides the Funds with various services, including, but not limited to, compliance, fund accounting, transfer agency services, due diligence, and administrative services.

 

Certain of the Funds underlie variable products sponsored by Jackson National Life Insurance Company and Jackson National Life Insurance Company of New York, and are primarily sold to the separate accounts of those variable products, and are also sold to participants in certain “Qualified Retirement Plans.”

 


II. Statement of Policy

 

JNAM and the Funds’ Board have approved and adopted policies and procedures governing the disclosure of information regarding the Funds’ portfolio holdings. In adopting these policies and procedures, the Funds’ Board assessed the use of Fund portfolio information, and the manner in which such information is conveyed to other parties, including the shareholders ( contract holders ). The procedures are designed to control the disclosure of Fund portfolio information. The Funds and JNAM may share portfolio information with their affiliates as necessary to provide services to the Funds. These policies and procedures are intended to balance the interests of the Funds’ shareholders and their access to portfolio information, with the interests of JNAM, the Distributor, and other service providers to the Funds in the administration and management of the Funds. The Funds’ Board may amend these policies and procedures from time to time, as it may deem appropriate in the interests of the Funds and their shareholders, and/or in response to changes in the Federal Securities Laws.

 

As a general matter, it is the policy that public disclosure of information concerning the Funds’ portfolio holdings should allow all relevant parties consistent and equal access to portfolio information. In applying these principles, the Funds’ portfolio disclosures shall be made at times and in circumstances under which it may promptly become generally available to the brokerage community and the investing public.

 

A.       Policy Requirements. In order to implement this policy, the procedures generally provide that:

 

(i)       Information about the Funds’ portfolio holdings may not, except as set forth herein, be disclosed until it is either filed with the SEC, or mailed out to shareholders, which filing or mailing will not be made sooner than thirty (30) days after quarter end;

 

(ii)       Portfolio holdings information that is solely available in other regulatory reports or filings (such as U.S. Treasury Department filings) may not be disclosed, except as expressly authorized by the Funds’ President;

 

(iii)        As set forth herein, portfolio holdings information for certain of the Funds 1 (including, but not limited to, the “Fund of Funds” “S&P Funds,” “ETF Funds,” and “Index Funds”) that is more current than that in reports



1 The Fund of Funds, S&P Funds, Target Funds, Sector Funds, ETF Funds, and Index Funds (such as the JNL/S&P Managed Conservative Fund, the JNL/Mellon Capital JNL 5 Fund, the JNL/Mellon International Index Fund, and/or the JNL/S&P Total Yield Fund) generally include those Funds advised by JNAM, and those Funds sub-advised by Standard & Poor’s Investment Advisory

62

or other filings filed electronically with the SEC, may be disclosed on the Jackson website and in certain printed materials; provided, however the information is posted on the Funds’ website one (1) day prior to its use in any printed materials; and

 

(iv)       Information about the Funds’ portfolio holdings shall not be disclosed by the Funds, JNAM, the Distributor, and personnel at the foregoing entities, to obtain compensation or consideration.

 

The foregoing, general policy requirements may not apply to certain of the Funds, including, but not limited, to the money market portfolios.

 

B.       Public Disclosures. Information regarding each Fund’s portfolio holdings will be disclosed to the public as required or permitted by applicable laws, rules or regulations, such as in annual and semi-annual shareholder reports and other reports or filings with the SEC. Except as set forth herein, such reports shall be released not sooner than thirty (30) days after the end of the relevant reporting period, or after such period required under applicable law.

 


III. Disclosures

 

In accordance with the foregoing policies, the Funds and the Distributor may periodically disclose portfolio holdings information.

 

A.       Portfolio Overviews.

 

(i)        Actively Managed Funds. The Funds and the Distributor may disclose the Funds’ ten (10) largest portfolio holdings in monthly overviews in connection with the distribution of actively managed Fund shares. The monthly overview updates may not be released earlier than thirty (30) days after the end of the relevant month and shall not be provided to any broker-dealer on a preferential basis. The Distributor may disclose their ten (10) largest portfolio holdings on the Funds’ website at www.jackson.com or in other marketing or printed materials.

 

(ii)        Index/Passive Funds. For the Index Funds, the Funds and the Distributor may periodically disclose complete or partial portfolio holdings, and/or allocations, one (1) day after any of the following:

 

(A)       The relevant reporting periods;

 

(B)       The “Stock Selection Date”; or

 

(C)       The effective date of new money allocations and/or rebalances.

 

If the Funds and the Distributor disclose only a partial list of portfolio holdings, then the Funds and/or the Distributor shall provide sufficient disclosure that the portfolio holdings provided represent a partial list. Provided that such portfolio holdings disclosures are not provided to any broker-dealers on a preferential basis, the Distributor may disclose such portfolio holdings on the Funds’ website at www.jackson.com. The Distributor may disclose such portfolio holdings in other marketing or printed materials; provided, however, that the information is posted on the Funds’ website one (1) day prior to its use in any printed material.

 

(iii)        Fund of Funds. For the Fund of Funds (generally, those Funds sub-advised by Standard & Poor’s Investment Advisory Services LLC and/or advised by Jackson National Asset Management, LLC), the Funds and the Distributor may periodically disclose complete or partial portfolio holdings, and/or allocations one (1) day after any of the following:

 


Services LLC and/or Mellon. The Fund of Funds, S&P Funds, ETF Funds, and Index Funds have distinct investment strategies and these policies and procedures recognize that more frequent disclosure of portfolio holdings information may be required for the benefit of shareholders.

63

 


(A) The relevant reporting periods; or

 


(B) The effective date of new money allocations and/or rebalances.

 

If the Funds and the Distributor disclose only a partial list of portfolio holdings, then the Funds and/or the Distributor shall provide sufficient disclosure that the portfolio holdings provided represent a partial list. Provided that such portfolio holding disclosures are not provided to any broker-dealers on a preferential basis, the Distributor may disclose such portfolio holdings on the Funds’ website at www.jackson.com. The Distributor may disclose such portfolio holdings in other marketing or printed materials; provided, however, that the information is posted on the Funds’ website one (1) day prior to its use in any printed materials.

 

(iv)        ETF Funds. For the ETF Funds, the Funds and the Distributor may periodically disclose complete or partial portfolio holdings, and/or allocations, one (1) day after any of the following:

 


(A) The relevant reporting periods; or

 


(B) The effective date of new money allocations and/or rebalances.

 

Provided that such disclosures are not provided to any broker-dealers on a preferential basis, the Distributor may disclose such portfolio holdings on the Funds’ website at www.jackson.com, or in other marketing or printed materials. The Distributor may disclose such portfolio holdings in other marketing or printed materials; provided, however, that the information is posted on the Funds’ website one (1) day prior to its use in any printed materials.

 

B.       Service Providers. The Funds may disclose their portfolio holdings to mutual fund databases and rating services (including, but not limited to, service providers such as Lipper and Morningstar):

 

(i)       On a quarterly basis, however, such holdings information shall be released not sooner than thirty (30) days after the end of the relevant reporting period;

 

(ii)      At such time as those service providers may request; and/or

 

(iii)     As necessary for JNAM and the Funds to obtain materials and information from the service providers and/or rating services.

 

The disclosure of portfolio holdings to service providers is generally made for the purpose of obtaining ratings for the Funds and enabling such service providers to provide such portfolio holding information to the public as they typically provide for other rated mutual funds. Any disclosure to mutual fund databases and rating services shall be made subject to a confidentiality agreement or confidentiality provisions limiting the use of such information to the approved purposes. Although the Adviser cannot require the service providers to adopt a Code of Ethics to monitor and limit employee trading, any such trading would violate the confidentiality agreements JNAM has in place.

 

C.       Other Disclosures. The Funds periodically provide information concerning their portfolio holdings to certain entities in connection with transactions/services provided to, or on behalf of, the Funds, including, but not limited to, sub-advisers, potential sub-advisers and service providers, the Adviser’s consultants, the Distributor, senior management and personnel at Jackson, the custodian, the transfer agent(s), broker-dealers, and counterparties, pricing vendors, and the Funds’ Board. In addition to the Adviser, these service providers may include, but are not limited to, any sub-adviser, transition manager (for mergers and sub-adviser transitions), Distributor, auditor, legal counsel to the funds, the trustees or managers, and/or the Funds’ other service providers. Any disclosure to service providers shall be made subject to a confidentiality agreement or confidentiality provisions limiting the use of such information for approved purposes. Although the confidentiality agreement does not explicitly limit or restrict personal securities transactions, JNAM and the Funds may, from time-to-time, limit or restrict personal securities transactions to prevent violations of these policies and procedures, the Code of Ethics, and JNAM’s Insider Trading Policies and procedures. The Funds may also disclose portfolio holding information to any person who expressly agrees in writing to keep the

64

disclosed information in confidence (agreements shall contain confidentiality provisions), and to use it only for purposes expressly authorized by the Fund.

 

D.       Exceptions. From time-to-time, the Funds may need to disclose portfolio holdings and other information. The Funds’ President shall examine appropriateness of any such disclosure(s). Any such disclosure(s) will be kept confidential and will be subject to applicable SEC and FINRA requirements related to personal trading and access monitoring. Upon review and authorization by the Funds’ President, in writing, and upon his/her determination that such disclosures would be in the interests of the relevant Fund(s) and its shareholders, a Fund(s) may disclose portfolio holdings information.

 

E.       Regulatory and Legal Disclosures. The Funds may also disclose portfolio holdings information to any regulator in response to any regulatory requirement, as part of a legal proceeding or criminal investigation, or any regulatory inquiry or proceeding, and to any person, to the extent required by order or other judicial process.

 

F.       Monitoring Portfolio Holdings Disclosure and Trading. JNAM and the Funds will review the personal securities transactions of their Access Persons, pursuant to the Code of Ethics. The Sub-Advisers and Distributor have each, individually adopted a Code of Ethics and are responsible for monitoring the personal trading activities of their respective personnel.

 


IV. Reporting, Recordkeeping, and Exceptions.

 

As part of the Rule 38a-1 Annual Review, the Funds’ Board shall also receive reports concerning the operation of these policies and procedures. The Funds’ Board may amend these policies and procedures from time to time, as it may deem appropriate in the interests of the Funds and their shareholders, and/or in response to changes in the Federal Securities Laws. All disclosures made pursuant to these policies and procedures, for both JNAM and the Funds, must be preserved for a period of not less than six (6) years, the first (2) years in an appropriate office of JNAM.

 

PURCHA SES, REDEMPTIONS AND PRICING OF interests

 

The Separate Account may purchase interests of the Funds at their net asset value. Interests are purchased using premiums received on policies issued by Jackson. The Separate Account is funded by interests of the Funds.

 

All investments in the Funds are credited to the interest holder’s account in the form of full and fractional interests of the designated Funds (rounded to the nearest 1/1000 of an interest). The JNL Variable Fund does not issue interest certificates.

 

As stated in the Prospectus, the net asset value (“NAV”) of each Fund’s interests is generally determined once each day on which the New York Stock Exchange (“NYSE”) is open (a “Business Day”) at the close of the regular trading session of the NYSE (normally 4:00 p.m., Eastern Time, Monday through Friday). The NAV of a Fund’s interests is not determined on the days the NYSE is closed, which days generally are New Year’s Day, Martin Luther King Jr. holiday, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. The Funds will not calculate a NAV on the days the SEC is closed, as well as Federal holidays. The NAV of a Fund’s share may also not be determined on days designated by the Managers or on days designated by the SEC.

 

The NAV per share of each Fund is calculated by adding the value of all securities and other assets of a Fund, deducting its liabilities, and dividing by the number of shares outstanding. Equity securities are generally valued at the official closing price of the exchange where the security is principally traded. If there is no official closing price for the security on the valuation date, the security may be valued at the most recent sale or quoted bid price prior to close. Investments in mutual funds are valued at the NAV per share determined as of the close of the NYSE on each valuation date. Short-term securities maturing within sixty ( 60 ) days are valued at amortized cost, unless it is determined that such practice does not approximate market value. Debt securities are generally valued by independent pricing services approved by the Board. Term loans are generally valued at the composite bid prices provided by approved pricing services. Futures contracts traded on an exchange are generally valued at the exchange’s settlement price. If the settlement price is not available, exchange-traded futures are valued at the last sales price as of the close of business on the primary exchange. If the last trade is determined to not be representative of fair value, exchange traded options are valued at the current day’s mid-price. Forward foreign currency contracts are generally valued at the foreign currency exchange rate as of the close of the

65

NYSE. Pricing services utilized to value debt instruments may use various pricing techniques which take into account appropriate factors such as: yield; credit quality; coupon rate; maturity; type of issue; trading characteristics; call features; credit ratings; broker quotes; and other relevant data. To the extent circumstances prevent the use of the primary calculation methodology previously described, the Adviser may use alternative methods to calculate the NAV.

 

The Board has adopted procedures pursuant to which the Adviser may determine, subject to ratification by the Board, the “fair value” of a security for which a current market price is not available or the current market price is considered unreliable or inaccurate.

 

Certain of the Funds invest in foreign securities and other assets that are priced in a currency other than U.S. dollars. For foreign securities and other assets that are priced in a currency other than U.S. dollars, a Fund will convert the security or asset from the local currency into U.S. dollars using the relevant current exchange rate. Foreign securities may trade in their primary markets on weekends or other days when the Funds do not price their shares and, therefore, the value of portfolio securities of a Fund may change on days when shareholders will be unable to purchase or redeem the Fund’s shares.

 

A Fund calculates its NAV per share, and effects sales, redemptions and repurchases of its shares at that NAV per share, as of the close of the NYSE once on each Business Day. Because the calculation of a Fund’s NAV does not take place contemporaneously with the determination of the closing prices of the majority of the foreign portfolio equity securities used in such calculation, the Funds’ procedures for valuing such securities authorize the Adviser, subject to verification by the Managers, to determine the “fair value” of such securities for purposes of calculating a Fund’s NAV. When fair valuing such foreign equity securities, the Adviser adjusts the closing prices of foreign portfolio equity securities, based upon an adjustment factor for each such security provided by an independent pricing service, in order to reflect the “ fair value ” of such securities for purposes of determining a Fund’s net asset value.

 

The JNL Variable Fund may suspend the right of redemption for any Fund only under the following unusual circumstances: (a) when the NYSE is closed (other than weekends and holidays) or trading is restricted; (b) when an emergency exists, making disposal of portfolio securities or the valuation of net assets not reasonably practicable; or (c) during any period when the SEC has by order permitted a suspension of redemption for the protection of interest holders.

 

The Funds typically expect that a Fund will hold cash or cash equivalents to meet redemption requests. The Funds may also use the proceeds of orders to purchase Fund shares or the proceeds from the sale of portfolio securities to meet redemption requests, if consistent with the management of the Fund. These redemption methods will be used regularly and may also be used in stressed market conditions. The Funds have in place a line of credit intended to provide short-term financing, if necessary, subject to certain conditions, in connection with stressed market conditions or atypical redemption activity. The Funds, pursuant to an exemptive order issued by the SEC and a master Interfund Lending agreement, also have the ability to lend or borrow money for temporary purposes directly to or from one another.

 

In the case of a liquidity event, a Fund’s share price and/or returns may be negatively impacted. If a liquidity event occurs, the Adviser will promptly notify the Board of the liquidity event and take corrective action. Corrective action may include, among other things, use of the Fund’s line of credit or Interfund Lending Program.

 

DESCRIP TION OF iNTERESTS; VOTING RIGHTS; INTEREST HOLDER INQUIRIES

 

Description of Interests. The JNL Variable Fund may issue an unlimited number of full and fractional shares of each Fund and divide or combine the shares of the Fund into a greater or lesser number without thereby changing the proportionate beneficial interest of the shares of the Fund. Each share of a Fund represents an equal proportionate interest in that Fund with each other share. The JNL Variable Fund reserves the right to create and issue any number of series of shares. In that case, the shares of each series would participate equally in the earnings, dividends, and assets of the particular Fund. Upon liquidation of a Fund, shareholders are entitled to share pro rata in the net assets of such Fund available for distribution to shareholders. Each issued and outstanding share of a Fund is entitled to participate equally in dividends and distributions declared by its corresponding Fund, and in the net assets of the Fund remaining upon liquidations or dissolution after outstanding liabilities are satisfied. The shares of each Fund, when issued, are fully paid and non-assessable. They have no preemptive, conversion, cumulative dividend or similar rights. They are freely transferable. Shares of a Fund do not have cumulative rights. This means that owners of more than half of the JNL

66

Variable Fund’s shares voting for election of Managers can elect all the Managers if they so choose. Then, the remaining share owners would not be able to elect any Managers.

 

Voting Rights . Shareholders are entitled to one vote for each interest held. Shareholders may vote on the election of Managers and on other matters submitted to meetings of shareholders. In regard to termination, sale of assets, or change of investment restrictions, the right to vote is limited to the shareholders of the particular Fund affected by the proposal. When a majority is required under the 1940 Act, it means the lesser of 67% or more of the shares present at a meeting when the holders of more than 50% of the outstanding shares are present or represented by proxy, or more than 50% of the outstanding shares.

 

Because the shares of the Funds of JNL Variable Fund have been sold only to a separate account of Jackson and Jackson NY to fund certain variable contracts (the “Contracts”) issued by Jackson and Jackson NY through its separate account and to other regulated investment companies, Jackson and the regulated investment companies are the owner of record of all of the shares of the Funds. As may be required by applicable law and interpretations of the staff of the SEC, Jackson will solicit voting instructions from owners of Contracts regarding matters submitted to shareholder vote, and will vote the shares held by its Separate Account in accordance with the voting instructions received from Contract owners to whose Contracts such shares are attributable. This is sometimes referred to as “pass through” voting. Further, those shares held in the Separate Account for which no voting instructions are received from Contract owners, also will be voted by Jackson in the same proportions as those shares for which voting instructions are received from Contract owners. This is sometimes referred to as “echo” voting. The Amended and Restated Operating Agreement of the Fund provides that a majority of the shares entitled to vote shall be a quorum for the transaction of business at a meeting of shareholders. As a result of proportional voting the vote of a small number of Contract owners could determine the outcome of a proposal subject to shareholder vote.

 

Interest Holder Inquiries . All inquiries regarding the JNL Variable Fund should be directed to the JNL Variable Fund at the telephone number or address shown on the cover page of the Prospectus.

 

TAX S TATUS

 

The following discussion of U.S. federal income tax consequences of investing in a Fund is based on the Code, U.S. Treasury Regulations, and other applicable authority, as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in a Fund and it does not address any state, local or foreign tax matters. The following discussion is generally based on the assumption that the shares of each Fund will be respected as owned by insurance companies through their separate accounts, qualified pension and retirement plans (“Qualified Plans”), and other eligible persons or plans permitted to hold shares of a Fund pursuant to the applicable Treasury Regulations without impairing the ability of the insurance company separate accounts to satisfy the diversification requirements of Section 817(h) of the Code (“Other Eligible Investors”).

 

General

 

The JNL Variable Fund is a limited liability company formed under the Delaware Limited Liability Company Act (“Act”). JNL Variable Fund consists of Funds that are either treated for U.S. federal income tax purposes as corporations that intend to qualify and be eligible for treatment as regulated investment companies (“Regulated Investment Company Funds”) or partnerships (“Partnership Funds ”).

 

Each Fund automatically reinvests all income dividends and capital gain distributions, if any, in additional shares of the distributing Fund, unless otherwise requested by a shareholder. The reinvestment is made at the NAV determined on the ex-dividend date, which is generally the first business day following the record date.

 

Regulated Investment Company Funds

 

Qualification as a Regulated Investment Company

 

Each Regulated Investment Company Fund (for purposes of this section, a “Fund”) has elected and intends to qualify and be eligible for treatment each year as a “regulated investment company” under Subchapter M of the Code. Each Fund is treated

67

as a separate corporation for purposes of the Code. Therefore, the assets, income, gains, losses, expenses and distributions of each Fund are considered separately from other series of JNL Variable Fund for purposes of determining whether or not a Fund qualifies and is eligible for treatment as a regulated investment company.

 

To qualify as a regulated investment company, a Fund must meet certain requirements with respect to the nature and sources of its income (the “qualifying income requirement”) and certain requirements regarding the nature and diversification of its investment assets (the “asset diversification requirement”). In order to meet the qualifying income requirement, each Fund must derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts), or other income attributable to its business of investing in such stock, securities or foreign currencies and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined below. In general, for purposes of this qualifying income requirement, income derived from a partnership (other than a qualified publicly traded partnership) will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (generally, defined as a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its gross income from the qualifying income described in clause (i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for U.S. federal income tax purposes if they meet the passive income requirement under Code Section 7704(c)(2). Certain of a Fund’s investments in ETFs and master limited partnerships (“MLPs”), if any, may qualify as interests in qualified publicly traded partnerships.

 

In order to meet the asset diversification requirement, a Fund must diversify its holdings so that, at the end of each quarter of the Fund’s taxable year: (i) at least 50% of the fair market value of its total assets consists of (A) cash and cash items (including receivables), U.S. Government securities and securities of other regulated investment companies, and (B) other securities, of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund’s total assets and are not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets consists of, including through corporations in which the Fund owns a 20% or more voting stock interest, the securities of any one issuer (other than those described in clause (i)(A)), the securities (other than securities of other regulated investment companies) of two or more issuers the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.

 

Each Fund must also distribute annually at least 90% of its investment company taxable income, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss, and at least 90% of its net exempt-interest income, if any, in order to maintain its eligibility for treatment as a regulated investment company.

 

If a Fund qualifies as a regulated investment company that is accorded special tax treatment, it generally will not be subject to U.S. federal income tax on any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. Each Fund generally intends to distribute at least annually substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and its net capital gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income taxation. Any investment company taxable income or net capital gain retained by a Fund will be subject to tax at regular corporate rates.

 

If a Fund were to fail to comply with the qualifying income, asset diversification or distribution requirements described above, the Fund could in some cases cure such failure, including by paying a fund-level tax or interest, making additional distributions, or disposing of certain assets. If a Fund were ineligible to cure such failure, or otherwise failed to qualify and be eligible for treatment as a regulated investment company for any taxable year, (1) it would be taxed in the same manner as an ordinary corporation that year without being able to deduct the distributions it makes to its shareholders and (2) each insurance company separate account invested in the Fund would fail to satisfy the “look-through rules” (as discussed below) and the variable annuity and variable life insurance contracts supported by that account would no longer be eligible for tax deferral. In addition, the Fund could be required to recognize net unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company.

68

 

Amounts not distributed on a timely basis by regulated investment companies in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax at the Fund level. In order to avoid this excise tax, a Fund must distribute by the end of each calendar year: (a) at least 98% of its ordinary income for the calendar year; (b) at least 98.2% of its capital gain net income for the one-year period ending, as a general rule, on October 31 of each year; and (c) 100% of the undistributed ordinary income and capital gain net income from the preceding calendar years (if any). This excise tax, however, is inapplicable to any regulated investment company whose sole shareholders are tax-exempt pension trusts, separate accounts of life insurance companies funding variable contracts, certain other permitted tax-exempt investors, or other regulated investment companies that are also exempt from the excise tax. In determining whether these investors are the sole shareholders of a regulated investment company for purposes of this exception to the excise tax, shares attributable to an investment in the regulated investment company (not exceeding $250,000) made in connection with the organization of the regulated investment company are not taken into account.

 

Each Fund intends to meet these requirements in order to qualify and be eligible for treatment as a regulated investment company and avoid paying any income or excise tax on its taxable income and gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income or excise taxation.

 

Capital Loss Carryforwards

 

For U.S. federal income tax purposes, potentially subject to certain limitations, a Fund is generally permitted to carry forward a net capital loss incurred in any taxable year to offset net capital gains, if any, realized during subsequent taxable years. Net capital losses incurred in taxable years beginning on or after December 23, 2010 (“post-2010 losses”) can be carried forward without expiration and any such carryover losses will retain their character as short-term or long-term. To the extent subsequent net capital gains are offset by such losses, they would not result in U.S. federal income tax liability to a Fund, regardless of whether such net capital gains are distributed to shareholders.

 

As of December 31, 2018, the following Funds had net capital loss carryforwards (in thousands) available for U.S. federal income tax purposes to offset future net realized capital gains. Details of the capital loss carryforwards are listed in the table below.

 

  Post-2010 Loss  
Short Term Long Term Total
JNL/Mellon Energy Sector Fund $7,442 $37,309 $44,751


Partnership Funds

 

Fund Status

 

Effective January 1, 2019, the Board of Managers approved the following Funds to change their U.S. federal income tax status from a regulated investment company to a partnership:

 

JNL/Mellon Nasdaq ® 100 Index Fund   JNL/Mellon Healthcare Sector Fund
JNL/Mellon Communication Services Sector Fund JNL/Mellon Energy Sector Fund
JNL/Mellon Consumer Discretionary Sector Fund JNL/Mellon Information Technology Sector Fund
JNL/Mellon Financial Sector Fund  
   

Effective April 24, 2017, the Board approved the JNL/Mellon Dow SM Index Fund to change its federal income tax status from a disregarded entity to a partnership.

 

For U.S. federal income tax purposes, each Partnership Fund (for purposes of this section, a “Fund”) expects to be treated as a partnership and not as an association taxable as a corporation, and does not expect to be a “publicly traded partnership” as defined in Section 7704 of the Code. Each Fund considers itself to be a separate entity for U.S. federal income tax purposes. Thus, a Fund and its partners should not be required to take into account the assets, operations, or partners of other series of the JNL Variable Fund for U.S. federal income tax purposes ( e.g. , for purposes of determining possible characterization as a publicly traded partnership). If a Fund were determined to be a publicly traded partnership taxable as a corporation, (i) it generally would be subject to tax at the Fund level on its earnings and profits at regular corporate income tax rates, and (ii) each insurance company separate account invested in the Fund would fail to satisfy the

69

separate diversification requirements described below (See Taxation – Special Tax Considerations for Separate Accounts of Insurance Companies), with the result that the Contracts supported by that account would no longer be eligible for tax deferral.

 

As a partnership, each Fund is generally not itself subject to U.S. federal income tax. Instead, each partner will be required to take into account for U.S. federal income tax purposes its allocable share of such Fund’s income, gains, losses, deductions, credits, and other tax items, without regard to whether such partner has received or will receive corresponding distributions from the Fund. Allocations of these tax items, for U.S. federal income tax purposes, generally will be made in accordance with the economics of the Fund. Such items when allocated to a partner will generally retain their character as qualifying for particular tax treatment ( e.g., eligibility for dividends-received deduction) when received by a taxable partner such as an insurance company; this “pass-through” of tax characteristics will generally not affect holders of Contracts funded by the Fund or participants in Qualified Plans investing in the Fund.

 

Taxation of Fund Investments

 

A Fund’s transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions may be subject to special tax rules, such as the notional principal contract, straddle, constructive sale, wash-sale, mark-to-market, or short-sale rules. Rules governing the U.S. federal income tax aspects of certain of these transactions, including certain commodity-linked investments are not entirely clear in certain respects. Accordingly, while each Fund intends to account for such transactions in a manner it deems to be appropriate, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid fund-level tax. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain derivatives or commodity-linked transactions.

 

Amounts realized by a Fund from sources within foreign countries (e.g., dividends or interest paid on foreign securities) may be subject to withholding and other taxes imposed by such countries; such taxes would reduce the Fund’s return on those investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

 

Any investment by a Partnership Fund in foreign securities may subject the Partnership Fund and/or its partners (whether or not the partners receive any distributions with respect to such investments), directly or indirectly, to taxation, including withholding or other taxes on dividends, interest, or capital gains, and/or tax filing obligations in foreign jurisdictions. A Partnership Fund and/or its partners may otherwise be subject to foreign taxation on repatriation proceeds generated from those securities or to other transaction-based foreign taxes on those securities.

 

“Passive foreign investment companies” (“PFICs”) are generally defined as foreign corporations where at least 75% of their gross income for their taxable year is passive income (such as certain interest, dividends, rents and royalties, or capital gains) or at least 50% of their assets on average produce or are held for the production of such passive income. If a Regulated Investment Company Fund acquires any equity interest in a PFIC, the Regulated Investment Company Fund could be subject to U.S. federal income tax and interest charges on “excess distributions” received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain actually received by the Regulated Investment Company Fund is timely distributed to its shareholders.

 

Elections may be available that would ameliorate these adverse tax consequences, but such elections would require a Fund to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC (in the case of a “QEF election”), or to mark the gains (and to a limited extent losses) in its interests in the PFIC “to the market” as though the Fund had sold and repurchased such interests on the last day of the Fund’s taxable year, treating such gains and losses as ordinary income and loss (in the case of a “mark-to-market election”). Each Fund may attempt to limit and/or manage its holdings in PFICs to minimize tax liability and/or maximize returns from these investments but there can be no assurance that it will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.

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The Partnership Fund may also invest in PFICs, which are subject to special tax rules. Partners in the Partnership Fund that invests in a controlled foreign corporation, or a PFIC may be subject to special reporting and filing requirements in respect of their indirect investment in such instruments. Partners should consult their tax advisors in this regard.

 

A Fund may invest directly or indirectly in residual interests in real estate mortgage investment conduits (“REMICs”) or equity interests in taxable mortgage pools (“TMPs”). Under an IRS notice, and U.S. Treasury Regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income (including income allocated to the Fund from a pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the Treasury Regulations are expected to provide, that excess inclusion income of a Fund, will be allocated with the same consequences as if the investment was held directly.

 

In general, excess inclusion income allocated to shareholders of a Fund (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or certain other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder or partner, will not qualify for any reduction in U.S. federal withholding tax, and (iv) in the case of an insurance company separate account supporting a Contract, cannot be offset by an adjustment to the reserves and thus is currently taxed notwithstanding the more general tax deferral available to insurance company separate accounts funding Contracts.

 

In addition, to the extent that a shareholder or partner has borrowed to finance shares of a Fund or a Fund holds property that constitutes debt-financed property ( e.g., securities purchased on margin), income attributable to such property allocated to a shareholder or partner that is an exempt organization may constitute UBTI. Certain of a Partnership Fund’s other investments or activities may also generate UBTI. Furthermore, the IRS may take the position that certain of a Partnership Fund’s investments in derivative instruments should be reclassified in a manner that gives rise to UBTI. In addition, reverse repurchase agreements may, under certain conditions, be characterized as secured loans, the proceeds of which could be used to acquire assets that would, therefore, give rise to debt-financed income. If a Partnership Fund generates UBTI, a tax-exempt partner in such Partnership Fund generally would be required to file a tax return and could incur tax liability on such partner’s allocable share of that UBTI. Each Partnership Fund currently does not expect to leverage its investments.

 

Qualified Plans and other tax-exempt partners should consult their own tax advisors concerning the possible effects of UBTI on their own tax situation as well as the general tax implications of an investment in a Partnership Fund.

 

Special Considerations for Separate Accounts of Insurance Companies (all Funds)

 

The shares of each Fund are owned by one or more separate accounts of Jackson and Jackson NY that hold such shares in connection with variable annuity and variable life insurance contracts, and by various funds of JNL Series Trust and Jackson Variable Series Trust, which are partnerships. Under Section 817(h) of the Code, if the investments of a segregated asset account, such as the separate accounts of Jackson and Jackson NY, are “adequately diversified,” and certain other requirements are met, a holder of a Contract supported by the account generally will receive favorable tax treatment in the form of deferral of tax until a distribution is made under the Contract.

 

Generally, a segregated asset account will be deemed adequately diversified if as of the close of each calendar quarter (or within 30 days thereafter), (i) no more than 55% of the value of its total assets is represented by any one investment; (ii) no more than 70% of such value is represented by any two investments; (iii) no more than 80% of such value is represented by any three investments; and (iv) no more than 90% of such value is represented by any four investments. Section 817(h)(2) and the Treasury Regulations thereunder provide as a safe harbor that a segregated asset account that funds contracts such as the variable annuity or variable life insurance policies is treated as meeting the diversification requirements if, as of the close of each calendar quarter (or within 30 days thereafter), the assets in the account meet the asset diversification requirement for a regulated investment company described in Section 851(b)(3) and no more than 55% of the total assets of the account consist of cash, cash items, U.S. Government securities and securities of other regulated investment companies. In general, all securities of the same issuer are treated as a single investment for these purposes, and each U. S. government agency or instrumentality is treated as a separate issuer. However, Treasury

71

Regulations provide a “look-through rule” with respect to a segregated asset account’s investments in a regulated investment company or partnership for purposes of the applicable diversification requirements, provided certain conditions are satisfied by the regulated investment company or partnership. Under this look-through rule, if a Fund limits its shareholders to (i) life insurance companies whose separate accounts invest in the Fund for purposes of funding variable annuity and variable life insurance contracts, (ii) trustees of qualified pension and retirement plans and (iii) other funds having similar shareholders, each insurance company separate account investing in the Fund will be treated as owning (as a separate investment) its proportionate share of each asset of the Fund for purposes of meeting its own diversification requirements under Code Section 817(h), provided that the Fund qualifies as a regulated investment company or a partnership that is not a “publicly traded partnership.”

 

Each Fund is managed with the intention of complying with the diversification requirements imposed by Section 817(h) of the Code but may not satisfy the look-through rule. It is possible that, in order to comply with these requirements, less desirable investment decisions may be made which could affect the investment performance of a Fund.

 

Failure by a Fund to satisfy the Code Section 817(h) requirements by failing to comply with the “55%-70%-80%-90%” diversification test or the safe harbor described above, or by failing to satisfy the look-through rule, could cause the Contracts to lose their favorable tax status and require a Contract holder to include currently in ordinary income any income accrued under the Contracts for the current and all prior taxable years. Under certain circumstances described in the applicable Treasury Regulations, inadvertent failure to satisfy the Code Section 817(h) diversification requirements may be corrected; such a correction would require a payment to the IRS. Any such failure could also result in adverse tax consequences for the insurance company issuing the Contracts.

 

The IRS has indicated that a degree of investor control over the investment options underlying a Contract may interfere with the tax-deferred treatment of such Contracts. The IRS has issued rulings addressing the circumstances in which a Contract holder’s control of the investments of the separate account may cause the holder, rather than the insurance company, to be treated as the owner of the assets held by the separate account. If the holder is considered the owner of the securities underlying the separate account, income and gains produced by those securities would be included currently in the holder’s gross income.

 

In determining whether an impermissible level of investor control is present, one factor the IRS considers is whether a Fund’s investment strategies are sufficiently broad to prevent a Contract holder from being deemed to be making particular investment decisions through its investment in the separate account. For this purpose, current IRS guidance indicates that typical fund investment strategies, even those with a specific sector or geographical focus, are generally considered sufficiently broad. Most, although not necessarily all, of the Funds have objectives and strategies that are not materially narrower than the investment strategies held not to constitute an impermissible level of investor control in recent IRS rulings (such as large company stocks, international stocks, small company stocks, mortgage-backed securities, money market securities, telecommunications stocks and financial services stocks).

 

The above discussion addresses only one of several factors that the IRS considers in determining whether a Contract holder has an impermissible level of investor control over a separate account. Contract holders should consult the insurance companies issuing their Contracts and their own tax advisors, as well as the prospectus relating to their particular Contract, for more information concerning this investor control issue.

 

In the event that additional rules, regulations or other guidance is issued by the IRS or the Treasury Department concerning this issue, such guidance could affect the treatment of a Fund as described above, including retroactively. In addition, there can be no assurance that a Fund will be able to continue to operate as currently described, or that a Fund will not have to change its investment objective or investment policies in order to prevent, on a prospective basis, any such rules and regulations from causing Contract owners to be considered the owners of the shares of the Fund.

 

Tax Shelter Reporting Regulations

 

Under U.S. Treasury Regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, including an insurance company holding separate accounts, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company, such as insurance companies that own shares in a Regulated Investment Company Fund through

72

their separate accounts, are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these Treasury Regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult with their tax advisors to determine the applicability of these Regulations in light of their individual circumstances.

 

The Partnership Funds may engage in transactions or make investments that would subject the Partnership Funds , its partners, and/or its “material advisors,” as defined in Treas. Reg. Sec. 301.6112-1(c)(1), to special rules requiring such transactions or investments by the Partnership Funds or investments in the Partnership Funds to be reported and/or otherwise disclosed to the IRS, including to the IRS’s Office of Tax Shelter Analysis (the “Tax Shelter Rules”). A transaction may be subject to reporting or disclosure if it is described in any of several categories of “reportable transactions”, which include, among others, transactions that result in the incurrence of a loss or losses exceeding certain thresholds or that are offered under conditions of confidentiality. Although the Partnership Funds do not expect to engage in transactions solely or principally for the purpose of achieving a particular tax consequence, there can be no assurance that the Partnership Funds will not engage in transactions that trigger the Tax Shelter Rules. In addition, a partner may have disclosure obligations with respect to its shares in the Partnership Funds if the partner (or the Partnership Funds in certain cases) participates in a reportable transaction.

 

Contract Owners

 

The foregoing discussion does not address the tax consequences to Contract owners of an investment in a Contract. Contract holders investing in a Fund through an insurance company separate account or persons investing in a Fund through Other Eligible Investors are urged to consult with their insurance company or Other Eligible Investor, as applicable, and their own tax advisors, for more information regarding the U.S. federal income tax consequences to them of an investment in a Fund. Additional information relating to the tax treatment of the variable annuity and life insurance policies for which the Funds serve as underlying funding alternatives is contained in the prospectuses for those policies.

 

Finan cial Statements

 

The audited financial statements and financial highlights, including notes thereto, and the report of the Funds’ Independent Registered Public Accounting Firm, KPMG LLP, as of the period presented through December 31, 2018 , included in the JNL Variable Fund’s Annual Report to shareholders are incorporated by reference into (which means they legally are a part of) this SAI. The Semi-Annual Report and Annual Report are available at no charge upon written or telephone request to the JNL Variable Fund at the address and telephone number set forth on the front page of this SAI.

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JACKSON NATIONAL ASSET MANAGEMENT, LLC

Proxy Voting Policies and Procedures

 


I. Introduction

 

The Funds 1 are required to file an annual record of their respective proxy votes with the SEC by August 31 st of each year on Form N-PX. The period covered by the Funds’ Form N-PX filing with the SEC is July 1 st through June 30 th of the following year.

 

JNAM views the proxy voting process as a component of the investment process and, as such, seeks to ensure that all proxy proposals are voted with the primary goal of seeking the optimal benefit for its clients. JNAM maintains a policy of seeking to protect the best interests of its clients should a proxy issue potentially implicate a conflict of interest between its clients and JNAM or its affiliates. Schedule A lists the Funds to which this policy relates.

 

While JNAM is the investment adviser to the Funds, certain affiliated and non-affiliated sub- advisers (“Sub-Advisers”) conduct the day-to-day investment management of the Funds. Pursuant to the Sub-Advisers’ respective “Sub-Advisory Agreements” with JNAM, the Sub-Advisers make the investment decisions for the Funds, including determinations as to the purchase and sale of securities for the Funds and the disposition of the assets for the Funds. JNAM, pursuant to exemptive relief granted by the SEC, is a “Manager of Managers,” and monitors and reviews the performance of the Sub-Advisers and the Funds. JNAM does not make individual investment decisions on behalf of the Funds. JNAM does not have a portfolio management department and does not operate a trading desk. JNAM provides the Funds with various services, including, but not limited to, compliance, fund accounting, transfer agency services, due diligence, and administrative services.

 


II. Delegation to the Sub-Advisers

 

The Funds have delegated proxy voting responsibilities to JNAM, as the investment adviser to the Funds, and JNAM is authorized to delegate, in whole or in part, its proxy voting authority to the Funds’ Sub-Advisers, or other third-party vendors, consistent with the policies set forth below. The Sub-Advisers are expected to identify and seek to obtain the optimal benefit for the Funds. JNAM believes that the Sub-Advisers generally are also best suited to evaluate and vote proxies for the securities they acquire for the Funds. Therefore, except as provided herein, and as delegated to JNAM by the Funds’ Board, it is JNAM’s policy to delegate its proxy voting responsibility, primarily to the Sub-Advisers of each Fund. JNAM intends to maintain substantial oversight to ensure that each Fund’s Sub-Adviser has written policies that meet certain minimum standards, as f ollo w s :

 


A. The policies are expected to be reasonably designed to protect the best interests of the Fund.

 


B. JNAM expects that a Sub-Adviser’s proxy voting guidelines will be set forth in sufficient detail. The proxy voting guidelines (or the Sub-Adviser’s, through separate written means) should address at least the following issues:

 


· The extent to which the Sub-Adviser delegates its proxy voting decisions to a third party, or relies on the recommendations of a third party;

· Policies and procedures relating to matters that may affect substantially the rights or privileges of the holders of securities to be voted; and

· Policies regarding the extent to which the Sub-Adviser will support or give weight to the views of management of a portfolio company.

 

Effective January 28, 2019

 

 

The policies are expected to delineate procedures to be followed when a proxy vote presents a conflict between the interests of a Fund and the interests of its Sub-Adviser and/or its affiliates, and to resolve any conflicts of interest based on the best interests of the Fund. If the matter involves an issue that is specifically addressed in the Sub- Adviser’s proxy voting policies, the proxy shall be cast in accordance with those policies.

 


C. To the extent that a Sub-Adviser identifies a material conflict of interest between itself and the interests of a Fund, the Sub-Adviser shall notify JNAM and confirm how the conflict was resolved.

 


D. JNAM shall periodically report to the Funds’ Board, on the Funds’ proxy voting during that year, including the resolution of any conflicts of interest during that period, any votes cast in contravention of the Sub-Advisers’ proxy voting policy, and any recommended changes in the Funds’ proxy voting policies, and/or any recommended changes in the third-party service providers. JNAM may also provide the Funds’ Board with information related to any third-party vendors used to facilitate proxy voting.

 


III. Reservation of JNAM’s Authority and Conflicts of Interest

 


A. JNAM may periodically review the proxy voting policies of each Sub-Adviser. JNAM seeks to insure that the Sub-Advisers seek the best interests of the Funds in voting proxies for the Funds, as described herein.

 

In addition, JNAM recognizes that in certain circumstances, Sub-Advisers may wish to abstain from a proxy vote based on a cost benefit analysis that casting a vote would not be in the overall best interests of the Fund it sub-advises. In cases where the operational or other costs involved in voting a proxy outweigh potential benefits, JNAM may permit a Sub-Adviser to abstain from voting. In particular, JNAM recognizes the following circumstances where voting might not be in the best interests of a Fund:

 


· Voting a proxy for securities held in a passively managed index fund;

· Voting a proxy for certain foreign securities with “block out” or other restrictive features associated with proxy voting or which involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person; and

· Voting a proxy for securities that have been loaned by the Fund and would have to be recalled in order to submit a proxy vote.

 

Sub-Advisers may abstain from voting proxies in other circumstances where it determined that such a vote may not be in the best interests of the Fund(s) and its shareholders, or there is a material conflict of interest.

 


B. Where a Sub-Adviser is prohibited from voting a proxy due to regulatory or other limitations, JNAM may, in limited circumstances, vote that proxy on behalf of the Fund and its Sub-Adviser.

 


C. For a Fund that is operated as a “Fund of Funds” pursuant to Section 12(d)(1)(G) of the 1940 Act (i.e., the Fund invests solely in shares of other Funds (each, an “Underlying Fund”)), JNAM shall vote the Fund of Funds’ proxies on the shares of the Underlying Fund in the same proportion as the vote of all the other holders of that Underlying Fund’s shares.

 

Effective January 28, 2019

 

IV. Foreign Regulatory Reporting and Other Conflicts of Interest

 

For purposes of United Kingdom Financial Services Authority reporting, other foreign jurisdictional reporting, and for other conflicts of interests within the larger Prudential plc group framework to which JNAM is subject, it is noted that:

 


· Prudential plc does not, and will not, interfere by giving direct or indirect instructions or in any other way in the exercise of the voting rights attached to the Funds’ securities in respect of which JNAM and/or the Sub-Advisers will vote proxies in such securities on behalf the Funds’ (“Voting Rights”);

· Jackson and its U.S. affiliates and subsidiaries do not, and will not, interfere by giving direct or indirect instructions or in any other way in the exercise of the voting rights attached to the Funds’ securities in respect of which JNAM and/or the Sub-Advisers will vote proxies in such securities on behalf the Funds;

· JNAM and/or the Sub-Advisers are free in all situations to exercise the Voting Rights independently of Prudential plc; and

· JNAM and/or the Sub-Advisers disregard and will disregard the interests of Prudential plc or any other Prudential group company whenever conflicts of interest arise in the exercise of the Voting Rights.

 


V. Recordkeeping

 

Rule 30b1-4 under the 1940 Act requires each Fund to file its complete proxy voting record on an annual basis (for each reporting period ending June 30th) on Form N-PX no later than August 31st of each year. JNAM will prepare and file Form N-PX on behalf of the Funds based on proxy voting data collected by a third -party service provider retained by JNAM and the Funds.

 

In addition, JNAM will post this data on a public website, the address of which will be disclosed for

the benefit of shareholders (contract holders) in the statement of additional information of any Fund filing its annual registration statement update.

 


VI. Reporting

 

 

There is not a formal Board reporting requirement, however, where there is a conflict of interest, JNAM may report such incident and resolution to the Funds’ Board

 

 

 

Effective January 28, 2019

 

Schedule A

 

JNAM Clients
 
JNL Series Trust
JNL Investors Series Trust
JNL Variable Fund LLC
Jackson Variable Series Trust

 

 

Effective January 28, 2019

 


BNY Mellon Proxy Voting and Governance Committee – Voting Policy

Policy Number: II-G-051
Applicable to: BNY Mellon businesses that have elected to join the BNY Mellon
Proxy Voting and Governance Committee
Posting Date: March 31, 2017

 
A.
Introduction/Purpose
 
BNY Mellon investment entities that have proxy voting authority over assets held in client accounts must exercise that authority in accordance with sound fiduciary principles as well as the applicable laws, rules, regulations and governing instruments of client accounts as set forth in this policy.
 
B.
Applicability and Scope
 
This policy applies to those investment advisory, banking and trust company subsidiaries and business units (each, a “Member Firm”) of The Bank of New York Mellon Corporation (“BNY Mellon”) that have elected to join the BNY Mellon Proxy Voting and Governance Committee (“PVGC” or the “Committee”). These Member Firms are listed in the Appendix .
 
This policy also applies to the registered investment companies (“Mutual Funds”), bank collective investment trusts and common trust funds (together, the “Collective Investment Funds”) and other pooled investment vehicles over which a Member Firm has proxy voting authority. Mutual Funds, Collective Investment Funds and other pooled investment vehicles are collectively referred to as “Funds.”
 
C.
Policy Statements
 
The Fiduciary Risk Management Committee (the “FRMC”) has delegated to PVGC on behalf of the Member Firms the responsibility to make proxy voting decisions for securities held in accounts over which the Member Firms have proxy voting authority. To fulfill that responsibility, PVGC has established the voting policies and processes outlined in the following section.
 
D.
Voting Policies and Processes
 

1.
Fiduciary Duty
 
PVGC recognizes that an investment adviser is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts. PVGC further recognizes that the right to vote proxies is an asset, just as the economic investment represented by the shares is an asset. An investment adviser's duty of loyalty precludes the adviser from subrogating its clients’ interests to its own. Accordingly, in voting proxies, PVGC will seek to act solely in the best financial and economic interests of its clients, including the Funds and their shareholders, and for the exclusive benefit of pension and other employee benefit plan participants. With regard to voting proxies in international markets, a Member Firm weighs the cost of voting, and potential inability to sell, the shares against the benefit of voting the shares to determine whether or not to vote.
 

2.
Long-Term Perspective
 
PVGC recognizes that management of a publicly-held company may need protection from the market’s frequent focus on short-term considerations, so as to be able to concentrate on such long-term goals as productivity and development of competitive products and services.
 
March 31, 2017
(BNY MELLON LOGO)

II-G-051: BNY Mellon Proxy Voting and Governance Committee – Voting Policy

 

3.
Limited Role of Shareholders
 
PVGC believes that a shareholder’s role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its managers and voting on matters which properly come to a shareholder vote. PVGC will carefully review proposals that would limit shareholder control or could affect shareholder values.
 

4.
Anti-takeover Proposals
 
PVGC generally will oppose proposals that seem designed to insulate management unnecessarily from the wishes of a majority of the shareholders and that would lead to a determination of a company’s future by a minority of its shareholders. PVGC will generally support proposals that seem to have as their primary purpose providing management with temporary or short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve identified long-term goals to the extent such proposals are discrete and not bundled with other proposals.
 

5.
“Social” Issues
 
On questions of social responsibility where economic performance does not appear to be an issue, PVGC will attempt to ensure that management reasonably responds to the social issues. Responsiveness will be measured by management's efforts to address the particular social issue including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. PVGC will pay particular attention to repeat issues where management has failed in the intervening period to take actions previously committed to.
 
With respect to clients who require proxies to be cast in a certain manner on particular social responsibility issues, proposals relating to such issues will be evaluated and voted separately by the client’s portfolio manager in accordance with such policies, rather than pursuant to the procedures set forth below in Section D.6.
 

6.
Proxy Voting Process
 
Every voting proposal is reviewed, categorized and analyzed in accordance with PVGC’s written guidelines in effect from time to time. PVGC guidelines are reviewed periodically and updated as necessary to reflect new issues and any changes in the Committee’s policies on specific issues. Items that can be categorized will be voted in accordance with any applicable guidelines or referred to PVGC if the applicable guidelines so require. Proposals for which a guideline has not yet been established will be referred to PVGC for discussion and vote. Additionally, PVGC may elect to review any proposal where it has identified a particular issue for special scrutiny in light of new information. PVGC will also consider specific interests and issues raised to the committee by a Member Firm, which interests and issues may require that a vote for an account managed by a Member Firm be cast differently from the collective vote in order to act in the best interests of such account's beneficial owners.
 

7.
Material Conflicts of Interest
 
PVGC recognizes its duty to vote proxies in the best interests of its clients. The Committee seeks to avoid material conflicts of interest through the establishment of the committee structure, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third party vendors, and without consideration of any client relationship factors. Further, the PVGC engages a third party as an independent fiduciary to vote all proxies for BNY Mellon securities and securities of a Mutual Fund, and may engage an independent fiduciary to vote proxies of other issuers in at the Committee’s discretion.
 
March 31, 2017
Page 2

II-G-051: BNY Mellon Proxy Voting and Governance Committee – Voting Policy

 

8.
Securities Lending
 
PVGC seeks to balance the economic benefits of engaging in lending securities against the inability to vote on proxy proposals to determine whether to recall shares, unless a plan fiduciary retains the right to direct a Member Firm to recall shares.
 

9.
Recordkeeping
 
PVGC will keep, or cause its agents to keep, the records for each voting proposal required by law.
 

10.
Disclosure
 
PVGC will furnish a copy of this policy and any related procedures, or a description thereof, to investment advisory clients as required by law. In addition, PVGC will furnish a copy of this policy, any related procedures, and its voting guidelines to clients who have delegated proxy voting authority to a Member Firm upon request. The Mutual Funds shall disclose their proxy voting policies and procedures and their proxy votes as required by law. PVGC recognizes that the applicable trust or account document, the applicable client agreement, the Employee Retirement Income Security Act of 1974 (“ERISA”) and certain laws may require disclosure of other information relating to proxy voting in certain circumstances. This information will only be disclosed after the shareholder meeting has been concluded (1) to those who have an interest in the account for which shares are voted and who have delegated proxy voting authority to a Member Firm or (2) to those who hold units of a Collective Investment Fund for which disclosure is made in accordance with the Commingled Funds Disclosure of Information Policy or, (3) for a Mutual Fund, as required by law. PVGC discloses publicly (on the BNY Mellon website) summaries of the Committee’s view on certain subject matters, and these summaries may provide insight as to how the Committee is likely to vote as a result of applying the Voting Guidelines to certain types of proposals. The Committee does not provide a rationale for its vote decisions to non-committee members except to the governing board of the Mutual Funds upon request.
 

11.
Charter
 
PVGC maintains a Charter which lists the committee’s responsibilities and duties, membership, voting and non-voting members, quorum, meeting schedule and oversight mapping to the BNY Mellon Fiduciary Risk Management Committee.
 
E.
Questions
 
If you should have any questions about this policy contact Christina Maguire, Christina.Maguire@bnymellon.com .
 
F.
Ownership
 
This policy is owned by the Proxy Voting and Governance Committee.
 
G.
Related Policies
 

·
II-G-052 Proxy Policy Committee
 

·
II-G-053 Disclosure of BNY Mellon Proxy Voting and Governance Committee Information
 
H.
Revision History
 

·
March 31, 2017 (current; reviewed and approved with no changes)
 

·
July 15, 2015 (current; placed into new template; reviewed and approved with no changes)
 
March 31, 2017
Page 3

II-G-051: BNY Mellon Proxy Voting and Governance Committee – Voting Policy

 

·
November 26, 2013 (reviewed and approved)
 

·
December 10, 2012 (reviewed and author updated to Christina Maguire)
 
March 31, 2017
Page 4

II-G-051: BNY Mellon Proxy Voting and Governance Committee – Voting Policy

 
Appendix: Member Firms

 

·
Alcentra NY, LLC
 

·
The Bank of New York Mellon
 

·
The Bank of New York Mellon Trust Company N.A.
 

·
BNY Mellon Investment Management Singapore Pte. Limited
 

·
BNY Mellon, National Association
 

·
BNY Mellon Trust of Delaware
 

·
The Boston Company Asset Management, LLC
 

·
The Dreyfus Corporation
 

·
Lockwood Advisors, Inc.
 

·
MBSC Securities Corporation
 

·
Mellon Capital Management Corporation
 

·
Standish Mellon Asset Management Company LLC
 
March 31, 2017
Page 5


JNL VARIABLE FUND LLC

PART C
OTHER INFORMATION

Note:  Items 28-35 have been answered with respect to all investment portfolios (Funds) of the Registrant.
 

Item 28.  Exhibits
 
         
(a)
   
Certificate of Formation of Registrant, dated October 15, 1998. 1
 
         
(b)
   
Operating Agreement of Registrant, as amended, on December 3, 2014. 11
 
         
(c)
   
Not Applicable
 
         
     
Jackson National Asset Management, LLC (“JNAM”)
 
         
(d)
(1)
(i)
Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012. 7
 
         
   
(ii)
Amendment, effective April 29, 2013, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012. 7
 
         
   
(iii)
Amendment, effective May 30, 2013, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012. 8
 
         
   
(iv)
Amendment, effective September 16, 2013, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012. 8
 
         
   
(v)
Amendment, effective June 4, 2014, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012. 1 0
 
         
   
(vi)
Amendment, effective September 15, 2014, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012. 1 0
 
         
   
(vii)
Amendment, effective April 27, 2015, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012 . 11
 
         
   
(viii)
Amendment, effective July 1, 2015, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012 . 12
 
         
   
(ix)
Amendment, effective September 28, 2015, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012 . 12
 
         
   
(x)
Amendment, effective April 25, 2016, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012 . 13
 
         
   
(xi)
Amendment, effective April 24, 2017, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012 . 14
 
         
   
(xii)
Amendment, effective September 25, 2017, to Amended and Restated Investment Advisory and Management Agreement between JNAM and Registrant, effective December 1, 2012 . 16
 
         
     
Mellon Investments Corporation (originally, Mellon Capital Management Corporation) (“Mellon”)
 
         
(d)
(2)
(i)
Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon , effective December 1, 2012. 7
 
         
   
(ii)
Amendment, effective February 20, 2013, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon , effective December 1, 2012. 7
 
         
   
(iii)
Amendment, effective April 29, 2013, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012. 7
 
         
   
(iv)
Amendment, effective May 30, 2013, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012. 8
 
         
   
(v)
Amendment, effective September 16, 2013, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012. 8
 
         
   
(vi)
Amendment, effective December 17, 2013, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012. 9
 
         
   
(vii)
Amendment, effective June 4, 2014, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012. 1 0
 
         
   
(viii)
Amendment, effective September 15, 2014, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012. 1 0
 
         
   
(ix)
Amendment, effective April 27, 2015, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 11
 
         
   
(x)
Amendment, effective July 1, 2015, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 12
 
         
   
(xi)
Amendment, effective September 28, 2015, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 12
 
         
   
(xii)
Amendment, effective April 25, 2016, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 13
 
         
   
(xiii)
Amendment, effective August 31, 2016, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 14
 
         
   
(xiv)
Amendment, effective September 19, 2016, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 14
 
         
   
(xv)
Amendment, effective April 24, 2017, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 14
 
         
   
(xvi)
Amendment, effective July 1, 2017, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 16
 
         
   
(xvii)
Amendment, effective September 25, 2017, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012 . 16
 
         
   
(xviii)
Amendment, effective January 31, 2018, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012 . 17
 
         
   
(xix)
Amendment, effective August 13, 2018, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto.
 
         
   
(xx)
Amendment, effective August 31, 2018, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto.
 
         
   
(xxi)
Amendment, effective January 2, 2019, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto.
 
         
   
(xxii)
Amendment, effective January 25, 2019, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto.
 
         
(e)
(1)
(i)
Second Amended and Restated Distribution Agreement between Registrant and Jackson National Life Distributors LLC (“JNLD”), effective July 1, 2017 . 16
 
         
   
(ii)
Amendment, effective September 25, 2017, to Second Amended and Restated Distribution Agreement between Registrant and JNLD, effective July 1, 2017 . 16
 
         
(f)
   
Not Applicable.
 
         
(g)
 (1)
(i)
Master Global Custody Agreement between Registrant and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), dated August 12, 2009. 2
 
         
   
(ii)
International Proxy Voting Addendum dated August 12, 2009 to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 2
 
         
   
(iii)
Mutual Fund Rider dated August 12, 2009 to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 2
 
         
   
(iv)
Amendment , dated September 28, 2009 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 2
 
         
   
(v)
Amendment , dated May 1, 2010 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 3
 
         
   
(vi)
Amendment , dated October 11, 2010 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 4
 
         
   
(vii)
Amendment , effective April 29, 2011 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 5
 
         
   
(viii)
Amendment , effective August 29, 2011 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 6
 
         
   
(ix)
Amendment , effective October 1, 2011 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 6
 
         
   
(x)
Amendment , effective December 12, 2011 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 6
 
         
   
(xi)
Amendment , dated April 30, 2012 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 6
 
         
   
(xii)
Amendment , effective August 29, 2012 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 7
 
         
   
(xiii)
Amendment , effective April 29, 2013 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009. 7
 
         
   
(xiv)
Amendment , effective September 16, 2013 , to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 8
 
         
   
(xv)
Amendment, effective April 28, 2014, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 9
 
         
   
(xvi)
Amendment, effective September 2, 2014, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 1 0
 
         
   
(xvii)
Amendment, effective September 15, 2014, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 1 0
 
         
   
(xviii)
Amendment, effective April 27, 2015, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 11
 
         
   
(xix)
Amendment, effective June 19, 2015, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 12
 
         
   
(xx)
Amendment, effective July 1, 2015, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 12
 
         
   
(xxi)
Amendment, effective September 28, 2015, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 12
 
         
   
(xxii)
Amendment, effective April 25, 2016, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 13
 
         
   
(xxiii)
Amendment, effective April 24, 2017, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 14
 
         
   
(xxiv)
Amendment, effective September 25, 2017, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009 . 16
 
         
   
(xxv)
Amendment, effective June 29, 2018, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009, attached hereto.
 
         
   
(xxvi)
Amendment, effective August 13, 2018, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009, attached hereto.
 
         
   
(xxvii)
Amendment, effective March 1, 2019, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009, attached hereto.
 
         
(g)
(2)
(i)
Custody Agreement between State Street Bank and Trust Company (“State Street”) and JNL Series Trust, dated December 30, 2010 . 12
 
         
   
(ii)
Amendment, effective September 2, 2014, to the Custody Agreement between State Street and JNL Series Trust, dated December 30, 2010 . 12
 
         
   
(iii)
Amendment, effective April 27, 2015, to Custody Agreement between State Street and JNL Series Trust, dated December 30, 2010, to add Registrant; other additional registered investment companies (“RICs”); and JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. and JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund Ltd. (collectively, “Cayman Entities”) as parties . 12
 
         
   
(iv)
Amendment, effective September 28, 2015, to Custody Agreement between State Street, JNL Series Trust, Registrant, RICs and Cayman Entities, dated December 30, 2010 . 12
 
         
   
(v)
Amendment, effective April 25, 2016, to Custody Agreement between Registrant, State Street, RICs and Cayman Entities, dated December 30, 2010 . 13
 
         
   
(vi)
Amendment, effective September 19, 2016, to Custody Agreement between Registrant, State Street, RICs and Cayman Entities, dated December 30, 2010 . 14
 
         
   
(vii)
Amendment, effective April 24, 2017, to Custody Agreement between Registrant, State Street, RICs and Cayman Entities, dated December 30, 2010 . 14
 
         
   
(viii)
Amendment, effective September 25, 2017, to Custody Agreement between Registrant, State Street, RICs and Cayman Entities, dated December 30, 2010 . 16
 
         
   
(ix)
Amendment, effective March 9, 2018, to Custody Agreement between Registrant, State Street, RICs and Cayman Entities, dated December 30, 2010, to add PPM Funds as a party . 17
 
         
   
(x)
Amendment, effective June 29, 2018, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010, attached hereto.
 
         
   
(xi)
Amendment, effective August 13, 2018, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010, attached hereto. (This amendment adds JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. and JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., additional “Cayman Entities,” as parties.)
 
         
   
(xii)
Amendment, effective April 29, 2019, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010, attached hereto. (This amendment removes JNL/AB Dynamic Asset Allocation Fund Ltd. as a party.)
 
         
(h)
(1)
(i)
Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012. 6
 
         
   
(ii)
Amendment , effective April 29, 2013 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012. 7
 
         
   
(iii)
Amendment , effective May 30, 2013 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 8
 
         
   
(iv)
Amendment , effective September 5, 2013 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 8
 
         
   
(v)
Amendment , effective September 16, 2013 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 8
 
         
   
(vi)
Amendment , effective June 4, 2014 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 1 0
 
         
   
(vii)
Amendment , effective September 15, 2014 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 1 0
 
         
   
(viii)
Amendment , effective April 27, 2015 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 11
 
         
   
(ix)
Amendment , effective September 28, 2015 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 12
 
         
   
(x)
Amendment , effective October 1, 2015 , to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 12
 
         
   
(xi)
Amendment, effective April 25, 2016, to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 13
 
         
   
(xii)
Amendment, effective April 24, 2017, to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 14
 
         
   
(xiii)
Amendment, effective September 25, 2017, to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012 . 16
 
         
   
(xiv)
Amendment, effective January 1, 2019, to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012, attached hereto.
 
         
(h)
(2)
(i)
Administrative Fee Waiver Agreement between Registrant and JNAM, effective September 25, 2017 . 16
 
         
   
(ii)
Amendment, effective April 30, 2018, to Administrative Fee Waiver Agreement between Registrant and JNAM, effective September 25, 2017 . 17
 
         
(h)
(3)
(i)
Amended and Restated Anti-Money Laundering Agreement between Registrant and Jackson National Life, dated November 27, 2012. 7
 
         
   
(ii)
Amendment, effective June 29, 2019, to Amended and Restated Anti-Money Laundering Agreement between Registrant and Jackson National Life, dated November 27, 2012, attached hereto.
 
         
(h)
(4)
(i)
Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company and its Separate Accounts, dated April 1, 2016 . 13
 
         
   
(ii)
Amendment, effective June 29, 2018, to Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company and its Separate Accounts, dated April 1, 2016, attached hereto.
 
         
(h)
(5)
(i)
Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company of New York and its Separate Accounts, dated April 1, 2016 . 13
 
         
   
(ii)
Amendment, effective June 29, 2018, to Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company of New York and its Separate Accounts, dated April 1, 2016, attached hereto.
 
         
(h)
(6)
(i)
Master InterFund Lending Agreement, dated as April 27, 2015, by and among the series listed of the Registrant, JNL Series Trust, JNL Investors Series Trust, JNL Strategic Income Fund LLC, Jackson Variable Series Trust and Curian Series Trust and JNAM and Curian Capital LLC. 11
 
         
   
(ii)
Amendment, effective February 2, 2016, to Master Interfund Lending Agreement dated April 27, 2015 . 13
 
         
   
(iii)
Amendment, effective June 1, 2018, to Master Interfund Lending Agreement dated April 27, 2015, attached hereto.
 
         
(h)
(7)
(i)
Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012. 6
 
         
   
(ii)
Amendment, effective April 29, 2013, to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012. 7
 
         
   
(iii)
Amendment , effective September 16, 2013 , to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 8
 
         
   
(iv)
Amendment , effective September 15, 2014 , to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 1 0
 
         
   
(v)
Amendment , effective April 27, 2015 , to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 11
 
         
   
(vi)
Amendment , effective September 28, 2015 to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 12
 
         
   
(vii)
Amendment, effective April 25, 2016, to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 13
 
         
   
(viii)
Amendment, effective April 24, 2017, to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 14
 
         
   
(ix)
Amendment, effective September 25, 2017, to Amended and Restated Transfer Agency Agreement between Registrant and JNAM, effective February 28, 2012 . 16
 
         
(i)
   
Opinion and Consent of Counsel, attached hereto.
 
         
(j)
   
Consent of Auditors, attached hereto.
 
         
(k)
   
Not Applicable
 
         
(l)
   
Not Applicable
 
         
(m)
(1)
(i)
Amended and Restated Distribution Plan, adopted July 1, 2017 . 16
 
         
   
(ii)
Amendment, effective September 25, 2017, to Amended and Restated Distribution Plan, adopted July 1, 2017 . 16
 
         
(n)
(1)
(i)
Multiple Class Plan, dated April 29, 2013. 7
 
         
   
(ii)
Amendment, effective September 16, 2013, to Multiple Class Plan, dated April 29, 2013 . 8
 
         
   
(iii)
Amendment, effective September 15, 2014, to Multiple Class Plan, dated April 29, 2013 . 1 0
 
         
   
(iv)
Amendment, effective April 27, 2015, to Multiple Class Plan, dated April 29, 2013 . 11
 
         
   
(v)
Amendment, effective September 28, 2015, to Multiple Class Plan, dated April 29, 2013 . 12
 
         
   
(vi)
Amendment, effective April 25, 2016, to Multiple Class Plan, dated April 29, 2013 . 13
 
         
   
(vii)
Amendment, effective April 24, 2017, to Multiple Class Plan, dated April 29, 2013 . 14
 
         
   
(viii)
Amendment, effective September 25, 2017, to Multiple Class Plan, dated April 29, 2013 . 16
 
         
(o)
   
Not Applicable
 
         
(p)
(1)
(i)
Code of Ethics for Registrant, JNAM, and JNLD (Identified Prudential PLC North American Business Units CODE OF ETHICS AND CONDUCT), dated January 1, 2018 . 17
 
         
   
(ii)
Sarbanes-Oxley version of Code of Ethics for Registrant, dated June 5, 2015, attached hereto.
 
         
(p)
(2)
 
Code of Conduct for   Mellon, dated August, 2018; and Personal Securities Trading Policy, dated December, 2017, which are collectively considered the Code of Ethics for Mellon, attached hereto.
 
         

1
Incorporated by reference to Registrant's initial registration statement on Form N-1A (333-68105; 811-09121) (“Registration Statement”) filed with the Securities and Exchange Commission (“SEC”) on November 30, 1998.
2
Incorporated by reference to Registrant's Post-Effective Amendment No. 22 to Registration Statement filed with the SEC on December 18, 2009.
3
Incorporated by reference to Registrant's Post-Effective Amendment No. 25 to Registration Statement filed with the SEC on April 29, 2010.
4
Incorporated by reference to Registrant's Post-Effective Amendment No. 26 to Registration Statement filed with the SEC on October 8, 2010.
5
Incorporated by reference to Registrant's Post-Effective Amendment No. 27 to Registration Statement filed with the SEC on April 29, 2011.
6
Incorporated by reference to Registrant's Post-Effective Amendment No. 29 to Registration Statement filed with the SEC on April 26, 2012.
7
Incorporated by reference to Registrant's Post-Effective Amendment No. 31 to Registration Statement filed with the SEC on April 26, 2013.
8
Incorporated by reference to Registrant's Post-Effective Amendment No. 33 to Registration Statement filed with the SEC on September 13, 2013.
9
Incorporated by reference to Registrant's Post-Effective Amendment No. 35 to Registration Statement filed with the SEC on April 25, 2014.
10
Incorporated by reference to Registrant's Post-Effective Amendment No. 38 to Registration Statement filed with the SEC on September 12, 2014.
11
Incorporated by reference to Registrant's Post-Effective Amendment No. 40 to Registration Statement filed with the SEC on April 24, 2015.
12
Incorporated by reference to Registrant's Post-Effective Amendment No. 42 to Registration Statement filed with the SEC on September 25, 2015.
13
Incorporated by reference to Registrant's Post-Effective Amendment No. 44 to Registration Statement filed with the SEC on April 22, 2016.
14
Incorporated by reference to Registrant's Post-Effective Amendment No. 46 to Registration Statement filed with the SEC on April 20, 2017.
15
Incorporated by reference to Registrant's Post-Effective Amendment No. 49 to Registration Statement filed with the SEC on June 6, 2017.
16
Incorporated by reference to Registrant's Post-Effective Amendment No. 52 to Registration Statement filed with the SEC on September 21, 2017.
17
Incorporated by reference to Registrant's Post-Effective Amendment No. 54 to Registration Statement filed with the SEC on April 26, 2018.

Item 29. Persons controlled by or under Common Control with Registrant.
 
Jackson Variable Series Trust
JNL Series Trust
JNL Investors Series Trust
Jackson National Separate Account I
Jackson National Separate Account III
Jackson National Separate Account IV
Jackson National Separate Account V
JNLNY Separate Account I
JNLNY Separate Account II
JNLNY Separate Account IV
PPM Funds

Item 30. Indemnification.
 
   
Article VI of the Registrant's Operating Agreement provides the Registrant shall indemnify each current and former member of its Board and each of its officers (including persons who serve at the Registrant 's request as directors, officers or managers of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise and each current and former Member’s and officer’s and such other person’s heirs, executors and administrators) (each hereinafter referred to as a "Covered Person") against all judgments, fines, settlements and expenses to the fullest extent authorized, and in the manner permitted, by applicable federal and state law, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person.
 
   
The Registrant shall advance the expenses of Covered Persons who are parties to any Proceeding to the fullest extent permitted, by applicable federal and state law. For purposes of this paragraph, "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. The Registrant shall indemnify each Covered Person against, or advance the expenses of any Covered Person for, the amount of any deductible provided in any liability insurance policy maintained by the Registrant. The foregoing indemnification arrangements are subject to the provisions of Section 17(h) of the Investment Company Act of 1940.
 
   
Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to managers, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a manager, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such manager, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
   
In addition to the above indemnification, Jackson National Life Insurance Company extends its indemnification of its own officers, directors and employees to cover such persons' activities as officers, managers or employees of the Registrant.
 

Item 31. Business and Other Connections of Investment Adviser.
 
   
Incorporated herein by reference from the Prospectus and Statement of Additional Information relating to the Trust are the following: the description of the business of JNAM contained in the section entitled “Management of the Fund” of the Prospectus, and the biographical information pertaining to Messrs. Anyah, Bouchard, Crowley, Gillespie, Rybak, Wehrle, Wood, Childs, Gorman, Harding, Koors, Lueck, O’Boyle, and Nerud; and Mses. Carnahan, Engler, Woodworth, Bennett, Crosser, Leeman, Nelson, and Rhee contained in the section entitled “Managers and Officers of the JNL Variable Fund” and the description of JNAM contained in the section entitled “Investment Adviser and Other Services” of the Statement of Additional Information.
 


Directors and Officers of JNAM:
     
NAME
ADDRESS
PRINCIPAL OCCUPATION
     
Lisa Benkowski
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President (08/20/2016 to Present).
     
Emily Bennett
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President (02/17/2018 to Present).
     
Eric Bjornson
1 Corporate Way
Lansing, Michigan 48951
Vice President – Operations (06/28/2014 to Present).
     
Richard Catts
1 Corporate Way
Lansing, Michigan 48951
Vice President (07/01/2017 to Present).
     
Garett Childs
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President, Corporate Finance and Controller (12/28/2013 to Present); and
Chief Risk Officer (08/11/2016 to Present).
     
Michael A. Costello
1 Corporate Way
Lansing, Michigan 48951
Managing Board Member (06/30/2016 to present).
 
     
Robert Dombrower
1 Corporate Way
Lansing, Michigan 48951
Vice President (07/01/2017 to Present).
     
Kevin Frank
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President (09/11/2018 to Present).
     
Steven J. Fredricks
1 Corporate Way
Lansing, Michigan 48951
Chief Compliance Officer (02/2005 to 05/04/2018).
Senior Vice President (02/27/2013 to 05/04/2018).
     
Mark Godfrey
1 Corporate Way
Lansing, Michigan 48951
Vice President (07/01/2017 to Present).
     
Richard Gorman
1 Corporate Way
Lansing, Michigan 48951
Chief Compliance Officer (08/20/2018 to present).
Senior Vice President (08/20/2018 to present).
     
William Harding
1 Corporate Way
Lansing, Michigan 48951
Senior Vice President, Chief Investment Officer (06/28/2014 to Present).
     
Bradley O. Harris
 
1 Corporate Way
Lansing, Michigan 48951
Managing Board Member (12/01/2015 to Present).
 
     
Kelli Hill
1 Corporate Way
Lansing, Michigan 48951
Vice President (07/01/2017 to Present).
     
Karen Huizenga
1 Corporate Way
Lansing, Michigan 48951
Vice President - Financial Reporting (07/01/2011 to 05/02/2018).
     
Sean Hynes
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President (08/20/2016 to Present).
     
Daniel W. Koors
1 Corporate Way
Lansing, Michigan 48951
Senior Vice President (01/2009 to Present); and
Chief Operating Officer (04/11/2011 to Present).
     
Mark B. Mandich
225 West Wacker Drive Suite 1200
Chicago, Illinois 60606
Managing Board Member (05/20/2015 to 05/29/2018).
 
     
Jim McCartin
1 Corporate Way
Lansing, Michigan 48951
Vice President (09/01/2018 to Present).
     
P. Chad Meyers
1 Corporate Way
Lansing, Michigan 48951
Managing Board Member (05/20/2015 to Present); and
Chairman (10/15/2015 to Present).
     
Mia K. Nelson
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President (02/18/2017 to Present) .
 
     
Mark D. Nerud
1 Corporate Way
Lansing, Michigan 48951
Managing Board Member (05/20/2015 to Present) .
President (01/01/2007 to Present); and
Chief Executive Officer (01/01/2010 to Present).
     
Joseph B. O’Boyle
1 Corporate Way
Lansing, Michigan 48951
Vice President, Compliance (09/1 0 /2015 to present); and
Acting Chief Compliance Officer (05/04/2018 to (08/20/2018).
     
Michael Piszczek
1 Corporate Way
Lansing, Michigan 48951
Vice President – Tax (07/01/2011 to 04/03/2018).
     
Alison Reed
7601 Technology Way
Denver, CO 80237
Managing Board Member (06/30/2016 to Present).
 
     
Susan S. Rhee
1 Corporate Way
Lansing, Michigan 48951
Secretary (11/2000 to Present);
General Counsel (01/01/2010 to Present); and
Senior Vice President (01/01/2010 to Present).
     
Kristan L. Richardson
1 Corporate Way
Lansing, Michigan 48951
Assistant Secretary (06/12/2014 to Present).
     
Andrew Tedeschi
1 Corporate Way
Lansing, Michigan 48951
Vice President, Financial Reporting (01/28/2019 to Present).
     
Bryan Yates
1 Corporate Way
Lansing, Michigan 48951
Assistant Vice President (08/20/2016 to Present).

Mellon Investments Corporation, File No. 801-19785, the sub-adviser of the Funds of JNL Variable Fund LLC, is primarily engaged in the business of rendering investment advisory services.  Reference is made to the most recent Form ADV and schedules thereto on file with the Commission for a description of the names and employment of the directors and officers of the sub-adviser and other required information.
 

Item 32. Principal Underwriters.
 
     
(a)
JNLD acts as general distributor for the Registrant. JNLD also acts as general distributor for the Jackson National Separate Account - I, 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, JNL Series Trust, JNL Investors Series Trust, Jackson Variable Series Trust, and PPM Funds.
 
     
(b)
Directors and Officers of JNLD:
 

NAME AND
BUSINESS ADDRESS:
POSITIONS AND OFFICERS
WITH UNDERWRITER:
POSITIONS AND
OFFICES WITH FUND
 
       
Gregory P. Cicotte
300 Innovation Drive
Franklin TN, 37067
Manager, President and
Chief Executive Officer
N/A
 
       
Scott Romine
300 Innovation Drive
Franklin TN, 37067
President of Advisory Solutions
N/A
 
       
Michael Falcon
300 Innovation Drive
Franklin TN, 37067
Chairperson
N/A
 
       
Steve P. Binioris
1 Corporate Way
Lansing, MI 48951
Manager
N/A
 
       
Bradley O. Harris
300 Innovation Drive
Franklin TN, 37067
Manager
N/A
 
       
Emilio Pardo
300 Innovation Drive
Franklin TN, 37067
Manager
N/A
 
       
Heather R. Strang
1 Corporate Way
Lansing, MI 48951
Manager
N/A
 
       
Scott Golde
1 Corporate Way
Lansing, MI 48951
General Counsel
N/A
 
       
Yesenia Akright
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Ty Anderson
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Lisa Backens
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Ed Balsmann
300 Innovation Drive
Franklin TN, 37067
Senior Vice President and
Chief Compliance Officer
N/A
 
       
J. Edward Branstetter, Jr.
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Bill Burrow
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Lauren Caputo
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Christopher Ciavarra
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Court Chynces
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Kevin Donovan
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Ashley S. Golson
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Elizabeth Griffith
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Paul Hardy
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Mona Hernandez
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Thomas Hurley
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Amanda Jenkins
1 Corporate Way
Lansing, MI 48951
Assistant Secretary
N/A
 
       
Mark Jones
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Kristine Lowry
300 Innovation Drive
Franklin TN, 37067
Vice President, FinOp and
 Controller
N/A
 
       
Matt Lemieux
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Dana Rene Malesky Flegler
1 Corporate Way
Lansing, MI 48951
Vice President
N/A
 
       
Greg Masucci
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Heather Mayes
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Tim Munsie
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Kevin Nuttall
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Joseph Patracuollo
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Allison Pearson
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Laura Pleake
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Kimberly Plyer
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Alison Reed
300 Innovation Drive
Franklin TN, 37067
Executive Vice President,
Operations
 
 
N/A
 
       
Kristan L. Richardson
1 Corporate Way
Lansing, MI 48951
Secretary
N/A
 
       
Ryan Riggen
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Sam Rosenbrock
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Marc Socol
300 Innovation Drive
Franklin TN, 37067
Executive Vice President,
National Sales Manager
N/A
 
       
Daniel Starishevsky
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Molly Stevens
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Brian Sward
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Jeremy Swartz
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Jeffrey Toerne
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Nicki Unrein
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Christian Von Allmen
300 Innovation Drive
Franklin TN, 37067
Senior Vice President
N/A
 
       
Sutton White
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Byron Wilson
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 
       
Sharon Wilson
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Myles Womack
300 Innovation Drive
Franklin TN, 37067
Assistant Vice President
N/A
 
       
Phil Wright
300 Innovation Drive
Franklin TN, 37067
Vice President
N/A
 

(c)
The Funds have no principal underwriter who is not an affiliated person of the Funds or an affiliated person of such person.
 


Item 33. Location of Accounts and Records
 
The accounts and records of the Registrant are located at the offices of the Registrant at 1 Corporate Way, Lansing, Michigan 48951, at 225 West Wacker Drive, Suite 1200, Chicago, Illinois 60606, and at the following locations:
 
Office of the Administrator
1 Corporate Way, Lansing, Michigan 48951
   
Office of the Custodian: JPMorgan Chase Bank, N.A.
270 Park Avenue, New York, New York 10017
   
Office of the Custodian: State Street Bank and Trust Company
200 Newport Avenue, Josiah Quincy Building – Floor 5
North Quincy, Massachusetts 02171
   
Mellon Investments Corporation
201 Washington Street, Boston, Massachusetts 02108

Item 34. Management Services.
 
   
Not Applicable.
 

Item 35. Undertakings.
 
   
Not Applicable.
 

SIGNATURES
 
   
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Fund certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment under rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Lansing and the State of Michigan on the 25 th day of April, 2019 .
 
   
JNL VARIABLE FUND LLC
 
   
/s/ Susan S. Rhee
 
Susan S. Rhee
 
Vice President, Chief Legal Officer, and Secretary
 
   
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the date indicated.
 
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Eric O. Anyah
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Michael Bouchard
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Ellen Carnahan
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
William Crowley
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Michelle Engler
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
John W. Gillespie
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
William R. Rybak
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Mark S. Wehrle
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Edward C. Wood
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Patricia A. Woodworth
   
Manager
   
   
/s/ Susan S. Rhee *
April 25, 2019
 
Mark D. Nerud
   
Manager , President and Chief Executive Officer (Principal Executive Officer)
   
   
/s /Susan S. Rhee *
April 25, 2019
 
Daniel W. Koors
   
Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
   
   
 
* By Susan S. Rhee, Attorney In Fact
   

POWER OF ATTORNEY
 
   
KNOW ALL MEN BY THESE PRESENTS , that each of the undersigned as managers of JNL VARIABLE FUND LLC (333-68105), a Delaware limited liability company, which has filed or will file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and Investment Company Act of 1940, as amended, various Registration Statements and amendments thereto for the registration under said Acts of the sale of shares of beneficial interest of JNL Variable Fund LLC, hereby constitute and appoint Susan S. Rhee and Emily J. Bennett, his/her attorney, with full power of substitution and re-substitution, for and in his/her name, place and stead, in any and all capacities to approve and sign such Registration Statements and any and all amendments thereto and to file the same, with all exhibits thereto and other documents, granting unto said attorneys, each of them, full power and authority to do and perform all and every act and thing requisite to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming that which said attorneys, or any of them, may lawfully do or cause to be done by virtue hereof.  This instrument may be executed in one or more counterparts.
 
   
IN WITNESS WHEREOF , the undersigned have herewith set their names as of the dates set forth below.
 
     
/s/ Eric O. Anyah
January 1, 2019
 
Eric O. Anyah
   
Manager
   
     
/s/ Michael J. Bouchard
January 1, 2019
 
Michael J. Bouchard
   
Manager
   
     
/s/ Ellen Carnahan
January 1, 2019
 
Ellen Carnahan
   
Manager
   
     
/s/ William J. Crowley, Jr.
January 1, 2019
 
William J. Crowley, Jr.
   
Manager
   
     
/s/ Michelle Engler
January 1, 2019
 
Michelle Engler
   
Manager
   
     
/s/ John W. Gillespie
January 1, 2019
 
John W. Gillespie
   
Manager
   
     
/s/ William R. Rybak
January 1, 2019
 
William R. Rybak
   
Manager
   
     
/s/ Mark S. Wehrle
January 1, 2019
 
William R. Rybak
   
Manager
   
     
/s/ Edward C. Wood
January 1, 2019
 
Edward C. Wood
   
Manager
   
     
/s/ Patricia A. Woodworth
January 1, 2019
 
Patricia A. Woodworth
   
Manager
   
     
/s/ Mark D. Nerud
January 1, 2019
 
Mark D. Nerud
   
President and Chief Executive Officer (Principal Executive Officer)
   
   
/s/ Daniel W. Koors
January 1, 2019
 
Daniel W. Koors
   
Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
   

EXHIBIT LIST
 
           
Exhibit
Number 28
 
Exhibit
Description
 
         
(d)
(2)
(xix)
Amendment, effective August 13, 2018, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto as EX 99.28(d)(2)(xix) .
 
         
(d)
(2)
(xx)
Amendment, effective August 31, 2018, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto as EX 99.28(d)(2)(xx) .
 
         
(d)
(2)
(xxi)
Amendment, effective January 2, 2019, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto as EX 99.28(d)(2)(xxi) .
 
         
(d)
(2)
(xxii)
Amendment, effective January 25, 2019, to Amended and Restated Investment Sub-Advisory Agreement between JNAM and   Mellon, effective December 1, 2012, attached hereto as EX 99.28(d)(2)(xxii) .
 
         
(g)
(1)
(xxv)
 
Amendment, effective June 29, 2018, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009, attached hereto as EX 99.28(g)(1)(xxv) .
 
         
(g)
(1)
(xxvi)
 
Amendment, effective August 13, 2018, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009, attached hereto as EX 99.28(g)(1)(xxvi) .
 
         
(g)
(1)
(xxvii)
 
Amendment, effective March 1, 2019, to the Master Global Custody Agreement between Registrant and JPMorgan Chase, dated August 12, 2009, attached hereto as EX 99.28(g)(1)(xxvii) .
 
         
(g)
(2)
(x)
Amendment, effective June 29, 2018, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010, attached hereto as EX 99.28(g)(2)(x).
 
         
(g)
(2)
(xi)
Amendment, effective August 13, 2018, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010, attached hereto as EX 99.28(g)(2)(xi). (This amendment adds JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. and JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., additional “Cayman Entities,” as parties.)
 
         
(g)
(2)
(xii)
Amendment, effective April 29, 2019, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010, attached hereto as EX 99.28(g)(2)(xii). (This amendment removes JNL/AB Dynamic Asset Allocation Fund Ltd. as a party.)
 
         
(h)
(1)
(xiv)
Amendment, effective January 1, 2019, to Amended and Restated Administration Agreement between Registrant and JNAM, effective February 28, 2012, attached hereto as EX 99.28(h)(1)(xiv) .
 
         
(h)
(3)
(ii)
Amendment, effective June 29, 2019, to Amended and Restated Anti-Money Laundering Agreement between Registrant and Jackson National Life, dated November 27, 2012, attached hereto as EX 99.28(h)(3)(ii) .
 
         
(h)
(4)
(ii)
Amendment, effective June 29, 2018, to Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company and its Separate Accounts, dated April 1, 2016, attached hereto as EX 99.28(h)(4)(ii) .
 
         
(h)
(5)
(ii)
Amendment, effective June 29, 2018, to Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company of New York and its Separate Accounts, dated April 1, 2016, attached hereto as EX 99.28(h)(5)(ii) .
 
         
(h)
(6)
(iii)
Amendment, effective June 1, 2018, to Master Interfund Lending Agreement dated April 27, 2015, attached hereto as EX 99.28(h)(6)(iii) .
 
         
(i)
   
Opinion and Consent of Counsel, attached hereto as EX 99.28(i) .
 
         
(j)
   
Consent of Auditors, attached hereto as EX 99.28(j) .
 
         
(p)
(1)
(ii)
Sarbanes-Oxley version of Code of Ethics for Registrant, dated June 5, 2015, attached hereto as EX 99.28(p)(1)(ii) .
 
         
(p)
(2)
 
Code of Conduct for Mellon, dated August, 2018; and Personal Securities Trading Policy, dated December, 2017, which are collectively considered the Code of Ethics for Mellon, attached hereto as EX 99.28(p)(2) .
 
         


EX. 99.28(d)(2)(xix)


Amendment to

 

Amended and Restated

 

Investment Sub-Advisory Agreement Between

 

Jackson National Asset Management, LLC

 

and BNY Mellon Asset Management North America Corporation

(formerly Mellon Capital Management Corporation)

 

This Amendment is made by and between Jackson National Asset Management, LLC , a Michigan limited liability company and registered investment adviser (the “Adviser”), and BNY Mellon Asset Management North America Corporation (formerly Mellon Capital Management Corporation) , a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

 

Whereas , the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1 st day of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (the “Funds”) of JNL Variable Fund LLC, as listed on Schedule A of the Agreement.

 

Whereas , pursuant to the Agreement, the Adviser agreed to pay the Sub-Adviser for the services provided and the expenses assumed by the Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and the Sub-Adviser agreed to accept such sub-advisory fee as full compensation under the Agreement for such services and expenses.

 

Whereas , the Parties have agreed to amend the Agreement to amend the sub-advisory fees, as set forth on Schedule B to the Agreement, to reflect fee reductions for the following nine Funds, effective August 13, 2018:

 

1) JNL/Mellon Capital Telecommunications Sector Fund;
2) JNL/Mellon Capital Energy Sector Fund;
3) JNL/Mellon Capital Financial Sector Fund;
4) JNL/Mellon Capital Consumer Discretionary Sector Fund;
5) JNL/Mellon Capital Healthcare Sector Fund;
6) JNL/Mellon Capital Information Technology Sector Fund;
7) JNL/Mellon Capital Dow SM Index Fund;
8) JNL/Mellon Capital MSCI World Index Fund; and
9) JNL/Mellon Capital Nasdaq ® 100 Index Fund.

 

Now Therefore , in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1) Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated August 13, 2018, attached hereto.

 

2) Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated August 13, 2018, attached hereto.

 

3) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

4) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

 

 

 

 

5) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

In Witness Whereof , the Parties have caused this Amendment to be executed, effective August 13, 2018.

 

Jackson National Asset Management, LLC BNY Mellon Asset Management North America Corporation
           
By: /s/ Mark D. Nerud   By: /s/ Rose Huening-Clark  
Name: Mark D. Nerud   Name: Rose Huening-Clark  
Title: President and CEO   Title: Managing Director  

 

  - 2 -  
 

Schedule B

Dated August 13, 2018

(Compensation)

 


 
 

 

JNL/Mellon Capital Dow Index Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 


 
 

 

JNL/Mellon Capital MSCI World Index Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 


 
 

 

JNL/Mellon Capital Nasdaq ® 100 Index Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 


 
 

 

JNL/Mellon Capital S&P ® SMid 60 Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

First $100 million

 

 

0.060%

 

$100 million to $750 million

 

 

0.030%

 

Amounts over $750 million

 

 

0.015%


 
 

 


 
 

 

JNL/Mellon Capital JNL 5 Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

First $100 million

 

 

0.060%

 

$100 million to $750 million

 

 

0.030%

 

Amounts over $750 million

 

 

0.015%


 
 

 

 

 

 

  B- 1  
 

 


 
 

 

JNL/Mellon Capital Telecommunications Sector Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%

 


 

 

 


 

 

JNL/Mellon Capital Consumer Discretionary Sector Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%

 


 

 

 


 

 

JNL/Mellon Capital Financial Sector Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 


 
 

 

JNL/Mellon Capital Healthcare Sector Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 


 
 

 

JNL/Mellon Capital Energy Sector Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 

 

  - 2 -  
 

 


 
 

 

JNL/Mellon Capital Information Technology Sector Fund

 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $2 billion

 

 

0.015%

 

Amounts over $2 billion

 

 

0.010%


 
 

 

  - 3 -  

 

 

EX. 99.28(d)(2)(xx)


Amendment to

 

Amended and Restated

 

Investment Sub-Advisory Agreement Between

 

Jackson National Asset Management, LLC

 

and BNY Mellon Asset Management North America Corporation

 

(formerly Mellon Capital Management Corporation)

 

This Amendment is made by and between Jackson National Asset Management, LLC , a Michigan limited liability company and registered investment adviser (the “Adviser”), and BNY Mellon Asset Management North America Corporation (formerly Mellon Capital Management Corporation) , a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

 

Whereas , the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1 st day of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (the “Funds”) of JNL Variable Fund LLC, as listed on Schedule A of the Agreement.

 

Whereas , the Parties have agreed to amend the following section of the Agreement, to update the Adviser’s address and Sub-Adviser’s address:

 

“Section 17. Notice .”

 

Now Therefore , in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1) Sub-paragraph a) and sub-paragraph b), in Section 17. “ Notice, ” shall be deleted and replaced, each in its entirety, with the following:

 

a)   To Adviser :  
    Jackson National Asset Management, LLC  
    225 West Wacker Drive  
    Suite 1200  
    Chicago, IL 60606  
    Attention:  General Counsel  
    E-mail:   JNAMLegal@jackson.com  
       
b)   To Sub-Adviser :  
    BNY Mellon Asset Management North America Corporation  
    One Boston Place  
    201 Washington Street  
    Boston, MA  02108-4408  
    Attn:  Relationship Manager  
    E-mail:   AMNARelationshipManagement@bnymellon.com  
       
    With a Copy to:  
    BNY Mellon Asset Management North America Corporation  
    One Boston Place  
    Boston, MA  02108-4408  
    Attn:  Compliance Department  
    E-mail:   amnacompliance@bnymellon.com  

 

  B- 1  
 
2) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

3) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

4) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

In Witness Whereof , the Parties have caused this Amendment to be executed, effective August 31, 2018.

 

Jackson National Asset Management, LLC BNY Mellon Asset Management North America Corporation
           
By: /s/ Mark D. Nerud   By: /s/ Almond C. Goduti  
Name: Mark D. Nerud   Name: Almond C. Goduti  
Title: President and CEO   Title: Managing Director  

 

 

 

EX. 99.28(d)(2)(xxi)


Amendment to

 

Amended and Restated

 

Investment Sub-Advisory Agreement Between

 

Jackson National Asset Management, LLC

 

and BNY Mellon Asset Management North America Corporation

 

(formerly Mellon Capital Management Corporation)

 

This Amendment is made by and between Jackson National Asset Management, LLC , a Michigan limited liability company and registered investment adviser (the “Adviser”), and BNY Mellon Asset Management North America Corporation (formerly Mellon Capital Management Corporation , a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

 

Whereas , the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1 st day of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (the “Funds”) of JNL Variable Fund LLC, as listed on Schedule A of the Agreement.

 

Whereas , the Parties have agreed to amend the Agreement, to reflect a change in the entity name for the Sub-Adviser, effective January 2, 2019.

 

Now Therefore , in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1) All references to BNY Mellon Asset Management North America Corporation (formerly, Mellon Capital Management Corporation) shall be deleted and replaced with the following entity name:

 

Mellon Investments Corporation ( originally, Mellon Capital Management Corporation ).

 

2) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

3) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

4) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

In Witness Whereof , the Parties have caused this Amendment to be executed, effective January 2, 2018.

 

Jackson National Asset Management, LLC
Mellon Investments Corporation
(originally, Mellon Capital Management Corporation)
           
By: /s/ Mark D. Nerud   By: /s/ Linda Lillard  
Name: Mark D. Nerud   Name: Linda Lillard  
Title: President and CEO   Title: Chief Operating Officer  

 

 

 

 

EX. 99.28(d)(2)(xxii)


Amendment to

 

Amended and Restated

 

Investment Sub-Advisory Agreement Between

 

Jackson National Asset Management, LLC

 

and Mellon Investments Corporation

 

(originally, Mellon Capital Management Corporation)

 

This Amendment is made by and between Jackson National Asset Management, LLC , a Michigan limited liability company and registered investment adviser (the “Adviser”), and Mellon Investments Corporation (originally, Mellon Capital Management Corporation) , a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

 

Whereas , the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1 st day of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (the “Funds”) of JNL Variable Fund LLC, as listed on Schedule A of the Agreement.

 

Whereas , the Parties have agreed to amend Section 3. “ Management ” of the Agreement, to align with a change in administrative procedures, and Section 12. “ Duration and Termination ” to add clarifying language, effective January 25, 2019.

 

Section 3. “ Management

 

Now Therefore , in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1) Sub-paragraph g) after “The Sub-Adviser further agrees that it:”, under Section 3. “ Management , ” which was updated to sub-paragraph i) in the May 30, 2013 amendment to the Agreement, shall be deleted and replaced, in its entirety, with the following:

 

i) will act upon reasonable instructions from Adviser (except as to the voting of proxies) not inconsistent with the fiduciary duties and investment objectives hereunder;

 

2) Sub-paragraph i) after “The Sub-Adviser further agrees that it:”, under Section 3. “ Management , ” which was updated to sub-paragraph k) in the May 30, 2013 amendment to the Agreement, shall be deleted and replaced, in its entirety, with the following:

 

k)

Consistent with its fiduciary duties to each Fund and on the Fund’s behalf, the Sub-Adviser is hereby appointed the Fund’s agent to exercise in its direction all rights and performs all duties with respect to the Fund’s right to vote (or refrain from voting), each Fund’s securities and exercise rights in corporate actions or otherwise in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser. For the avoidance of doubt, the Sub-Adviser will have full discretion in this regard and the Adviser will not attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser further agrees to report significant shareholdings for itself and on behalf of the Fund where required by local law. For the avoidance of doubt, the parties acknowledge and agree that the Sub-Adviser may be restricted from purchasing certain securities as a result of regulatory limits or other restrictions.

 

3) Section 12. “ Duration and Termination ” shall be deleted and replaced, in its entirety, with the following:

 

Duration and Termination The Agreement will become effective as to a Fund upon execution or, if later, on the date that initial capital for such Fund is first provided to it and, unless sooner terminated as provided herein, will continue in effect for two years from the effective date of the initial Investment Sub-Advisory Agreement with regard to all Fund(s) covered by this Agreement. Thereafter, if not terminated as to a Fund, this Agreement will continue from year to year through September 30 th of each successive year following the initial two year period, for each Fund covered by this Agreement, as listed on Schedule A, provided that such continuation is specifically approved at least annually by the Fund’s Board of Managers or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Members of the Fund’s Board of Managers who are not interested persons of the Fund, or of the Adviser, or of the Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, on sixty days’ written notice by the Fund or Adviser with the consent of the Board (including a majority of the Independent Managers) , or on sixty days’ written notice by the Sub-Adviser.  This Agreement will immediately terminate in the event of its assignment.  (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms as in the 1940 Act.) Section 10 and 11 herein shall survive the termination of this Agreement.

 

 
 

 

4) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

5) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

6) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

In Witness Whereof , the Parties have caused this Amendment to be executed, effective January 25, 2019.

 

Jackson National Asset Management, LLC
Mellon Investments Corporation
(originally, Mellon Capital Management Corporation)
           
By: /s/ Mark D. Nerud   By: /s/ Rose Huening-Clark  
Name: Mark D. Nerud   Name: Rose Huening-Clark  
Title: President and CEO   Title: Managing Director  

 

 

  - 2 -  

 

 

EX 99.28(g)(1)(xxv)



Amendment to

Master Global Custody Agreement Between

the Customer and JPMorgan Chase Bank, N.A.



This Amendment to the Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A. dated August 12, 2009, as amended (the "Agreement"), is by and among JNL Series Trust and JNL Investors Series Trust (each individually a "Trust" and collectively, the "Trusts"), JNL Variable Fund LLC and JNL Strategic Income Fund LLC (each individually a "Fund" and collectively, the "Funds") and JPMorgan Chase Bank, N.A. (the "Custodian").

Whereas , the Custodian and the Trusts and Funds (the "Parties") have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Trust and each Fund.

Whereas , pursuant to a reorganization of JNL Strategic Income Fund LLC's only series, the JNL/PPM America Strategic Income Fund, into the PPM Strategic Income Fund, a series of PPM Funds, a registered investment company advised by PPM America, Inc., effective on the close of business June 29, 2018, JNL Strategic Income Fund LLC will no longer need to be reserved as a party to the Agreement.

Whereas , the Parties have agreed to amend the Agreement, including its Schedule A, to remove JNL Strategic Income Fund LLC as a party, effective close of business June 29, 2018.

Now, Therefore , the Parties hereto agree to amend the Agreement as follows:

1)
JNL Strategic Income Fund LLC is hereby removed as a party to the Agreement, effective close of business June 29, 2018.

2)
Schedule A of the Agreement is hereby deleted and replaced in its entirety with Schedule A dated June 29, 2018, attached hereto.

3)
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

4)
The Trusts, Funds, and the Custodian hereby each represent and warrant to the other that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind the Trusts, Funds, or Custodian to this Amendment.

In Witness Whereof , the Parties hereto have caused this Amendment to be executed, effective as of close of business June 29, 2018. This Amendment may be executed in two or more counterparts, which together shall constitute one document.

 
JNL Series Trust
JNL Investors Series Trust
JNL Variable Fund LLC
JNL Strategic Income Fund LLC
 
JPMorgan Chase Bank,
National Association
           
By:
/s/ Kristen K. Leeman
 
By:
/s/ Alan Lieng
 
Name:
Kristen K. Leeman
 
Name:
Alan Lieng
 
Title:
Assistant Secretary
 
Title:
Vice President
 
 
 

Schedule A

List of funds as of June 29, 2018
 
JNL Investors Series Trust Fund
JNL Government Money Market Fund

JNL Series Trust Funds
JNL/American Funds Balanced Fund
JNL/American Funds Blue Chip Income and Growth Fund
JNL/American Funds Global Bond Fund
JNL/American Funds Global Small Capitalization Fund
JNL/American Funds Growth-Income Fund
JNL/American Funds International Fund
JNL/American Funds New World Fund
JNL Aggressive Growth Allocation Fund
JNL Growth Allocation Fund
JNL Moderate Growth Allocation Fund
JNL Institutional Alt 25 Fund
JNL Institutional Alt 50 Fund
JNL Multi-Manager Small Cap Growth Fund
JNL Multi-Manager Small Cap Value Fund
JNL/American Funds Growth Allocation Fund
JNL/American Funds Moderate Growth Allocation Fund
JNL/AQR Managed Futures Strategy Fund
JNL/BlackRock Global Allocation Fund
JNL/BlackRock Global Natural Resources Fund
JNL/BlackRock Large Cap Select Growth Fund
JNL/Brookfield Global Infrastructure and MLP Fund
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by Ivy Investment Management Company)
JNL/Franklin Templeton Founding Strategy Fund
JNL/Franklin Templeton Global Fund
JNL/Franklin Templeton Global Multisector Bond Fund
JNL/Franklin Templeton Income Fund
JNL/Franklin Templeton International Small Cap Growth Fund
JNL/Franklin Templeton Mutual Shares Fund
JNL/Invesco China-India Fund
JNL/Mellon Capital 10 x 10 Fund
JNL/Mellon Capital Bond Index Fund
JNL/Mellon Capital Consumer Staples Sector Fund
JNL/Mellon Capital Emerging Markets Index Fund
JNL/Mellon Capital Index 5 Fund
JNL/Mellon Capital Industrials Sector Fund
JNL/Mellon Capital International Index Fund
JNL/Mellon Capital Materials Sector Fund
JNL/Mellon Capital MSCI KLD 400 Social Index Fund
JNL/Mellon Capital Real Estate Sector Fund
JNL/Mellon Capital S&P 400 MidCap Index Fund
JNL/Mellon Capital S&P 500 Index Fund
JNL S&P 500 Index Fund
JNL/Mellon Capital S&P 1500 Growth Index Fund
JNL/Mellon Capital S&P 1500 Value Index Fund
 
A- 1


JNL Series Trust Funds
JNL/Mellon Capital Small Cap Index Fund
JNL/Mellon Capital Utilities Sector Fund
JNL/MMRS Conservative Fund
JNL/MMRS Growth Fund
JNL/MMRS Moderate Fund
JNL/PIMCO Income Fund
JNL/PIMCO Real Return Fund
JNL/Scout Unconstrained Bond Fund
JNL/WMC Balanced Fund
JNL/WMC Government Money Market Fund
JNL/WMC Value Fund
JNL/S&P 4 Fund
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P International 5 Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Moderate Growth Fund
JNL/S&P Mid 3 Fund
JNL/S&P Total Yield Fund
JNL/Vanguard Capital Growth Fund
JNL/Vanguard Equity Income Fund
JNL/Vanguard Global Bond Market Index Fund
JNL/Vanguard Growth Allocation Fund
JNL/Vanguard International Fund
JNL/Vanguard International Stock Market Index Fund
JNL/Vanguard Moderate Allocation Fund
JNL/Vanguard Moderate Growth Allocation Fund
JNL/Vanguard Small Company Growth Fund
JNL/Vanguard U.S. Stock Market Index Fund

JNL Variable Fund LLC Funds
JNL/Mellon Capital Dow SM Index Fund
JNL/Mellon Capital Consumer Discretionary Sector Fund
JNL/Mellon Capital Energy Sector Fund
 
A-2
 

JNL Variable Fund LLC Funds
JNL/Mellon Capital Financial Sector Fund
JNL/Mellon Capital Healthcare Sector Fund
JNL/Mellon Capital Information Technology Sector Fund
JNL/Mellon Capital Telecommunications Sector Fund
 
A-3
 
 

EX 99.28(g)(1)(xxvi)

 
Amendment to

Master Global Custody Agreement Between

the Customer and JPMorgan Chase Bank, N.A.



This Amendment to the Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A. dated August 12, 2009, as amended (the “Agreement”), is by and among JNL Series Trust and JNL Investors Series Trust (each individually a “Trust” and collectively, the “Trusts”) and JNL Variable Fund LLC (the “Fund”) and JPMorgan Chase Bank, N.A. (the “Custodian”).

Whereas , the Custodian and the Trusts and Fund (the “Parties”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Trust and the Fund.

Whereas , the Boards of Trustees of the JNL Series Trust and JNL Investors Series Trust (together, the “Board”) has approved new funds, fund mergers for certain funds, and sub-adviser replacements and fund name changes for certain funds, as outlined below, effective August 13, 2018 (collectively, the “Changes”):

New Funds (collectively, the “New Funds”)

JNL Series Trust

1)   JNL/American Funds Capital Income Builder Fund;
2)   JNL/Heitman U.S. Focused Real Estate Fund;
3)   JNL/Morningstar Wide Moat Index Fund; and

JNL Investors Series Trust

4)   JNL Securities Lending Collateral Fund.

JNL Series Trust Fund Mergers (collectively, the “Merged Funds”)

1)   JNL/MMRS Conservative Fund to merge into the JNL/MMRS Moderate Fund; and
2)   JNL/MMRS Growth Fund to merge into the JNL/MMRS Moderate Fund.

JNL Series Trust Investment Sub-Adviser Replacements/Fund Name Changes

1)
Milliman Financial Risk Management LLC replaced by T. Rowe Price Associates, Inc. to sub-advise the JNL/MMRS Moderate Fund, custodied by J.P. Morgan Chase Bank, N.A./fund name change to JNL/T. Rowe Price Managed Volatility Balanced Fund, to be custodied by State Street Bank and Trust Company (the “Removed Fund”); and

2)
Brookfield Investment Management Inc. replaced by Colonial First State Asset Management (Australia) Limited to sub-advise the JNL/Brookfield Global Infrastructure and MLP Fund/fund name change to JNL/First State Global Infrastructure Fund.

JNL Series Fund Name Changes

1)   JNL/Franklin Templeton International Small Cap Growth Fund change to JNL/Franklin Templeton International Small Cap Fund;
2)   JNL/Vanguard Moderate Allocation Fund change to JNL/Vanguard Moderate ETF Allocation Fund;
3)   JNL/Vanguard Moderate Growth Allocation Fund change to JNL/Vanguard Moderate Growth ETF Allocation Fund; and
4)   JNL/Vanguard Growth Allocation Fund change to JNL/Vanguard Growth ETF Allocation Fund.

Whereas , pursuant to Board approval of the Changes, as outlined above, the Parties have agreed to amend the Agreement, including its Schedule A, to add the New Funds, to remove the Merged Funds, to remove the Removed Fund, pursuant to an investment sub-adviser replacement and custodian change, and to update certain fund names, effective August 13, 2018.
 
 

Now, Therefore , the Parties hereto agree to amend the Agreement as follows:

1)
Schedule A of the Agreement is hereby deleted and replaced in its entirety with Schedule A dated August 13, 2018, attached hereto.

2)
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

3)
The Trusts, Fund, and the Custodian hereby each represent and warrant to the other that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind the Trusts, Fund, or Custodian to this Amendment.

In Witness Whereof , the Parties hereto have caused this Amendment to be executed, effective as of August 13, 2018. This Amendment may be executed in two or more counterparts, which together shall constitute one document.

 
JNL Series Trust
JNL Investors Series Trust
JNL Variable Fund LLC
 
JPMorgan Chase Bank,
National Association
           
By:
/s/ Kristen K. Leeman
 
By:
/s/ Alan Lieng
 
Name:
Kristen K. Leeman
 
Name:
Alan Lieng
 
Title:
Assistant Secretary
 
Title:
Vice President
 
 
 

Schedule A

List of funds as of August 13, 2018

JNL Investors Series Trust Fund
JNL Government Money Market Fund
JNL Securities Lending Collateral Fund

 JNL Series Trust Funds
JNL/American Funds Balanced Fund
JNL/American Funds Blue Chip Income and Growth Fund
JNL/American Funds Capital Income Builder Fund
JNL/American Funds Global Bond Fund
JNL/American Funds Global Small Capitalization Fund
JNL/American Funds Growth-Income Fund
JNL/American Funds International Fund
JNL/American Funds New World Fund
JNL Aggressive Growth Allocation Fund
JNL Growth Allocation Fund
JNL Moderate Growth Allocation Fund
JNL Institutional Alt 25 Fund
JNL Institutional Alt 50 Fund
JNL Multi-Manager Small Cap Growth Fund
JNL Multi-Manager Small Cap Value Fund
JNL/American Funds Growth Allocation Fund
JNL/American Funds Moderate Growth Allocation Fund
JNL/AQR Managed Futures Strategy Fund
JNL/BlackRock Global Allocation Fund
JNL/BlackRock Global Natural Resources Fund
JNL/BlackRock Large Cap Select Growth Fund
JNL/First State Global Infrastructure Fund
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by Ivy Investment Management Company)
JNL/Franklin Templeton Founding Strategy Fund
JNL/Franklin Templeton Global Fund
JNL/Franklin Templeton Global Multisector Bond Fund
JNL/Franklin Templeton Income Fund
JNL/Franklin Templeton International Small Cap Growth Fund
JNL/Franklin Templeton Mutual Shares Fund
JNL/Heitman U.S. Focused Real Estate Fund
JNL/Invesco China-India Fund
JNL/Mellon Capital 10 x 10 Fund
JNL/Mellon Capital Bond Index Fund
JNL/Mellon Capital Consumer Staples Sector Fund
JNL/Mellon Capital Emerging Markets Index Fund
JNL/Mellon Capital Index 5 Fund
JNL/Mellon Capital Industrials Sector Fund
JNL/Mellon Capital International Index Fund
JNL/Mellon Capital Materials Sector Fund
JNL/Mellon Capital MSCI KLD 400 Social Index Fund
JNL/Mellon Capital Real Estate Sector Fund
JNL/Mellon Capital S&P 400 MidCap Index Fund
JNL/Mellon Capital S&P 500 Index Fund
JNL S&P 500 Index Fund
JNL/Mellon Capital S&P 1500 Growth Index Fund
 
 
A-1

 JNL Series Trust Funds
JNL/Mellon Capital S&P 1500 Value Index Fund
JNL/Mellon Capital Small Cap Index Fund
JNL/Mellon Capital Utilities Sector Fund
JNL/Morningstar Wide Moat Index Fund
JNL/PIMCO Income Fund
JNL/PIMCO Real Return Fund
JNL/Scout Unconstrained Bond Fund
JNL/WMC Balanced Fund
JNL/WMC Government Money Market Fund
JNL/WMC Value Fund
JNL/S&P 4 Fund
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P International 5 Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Moderate Growth Fund
JNL/S&P Mid 3 Fund
JNL/S&P Total Yield Fund
JNL/Vanguard Capital Growth Fund
JNL/Vanguard Equity Income Fund
JNL/Vanguard Global Bond Market Index Fund
JNL/Vanguard Growth ETF Allocation Fund
JNL/Vanguard International Fund
JNL/Vanguard International Stock Market Index Fund
JNL/Vanguard Moderate ETF Allocation Fund
JNL/Vanguard Moderate Growth ETF Allocation Fund
JNL/Vanguard Small Company Growth Fund
JNL/Vanguard U.S. Stock Market Index Fund

 JNL Variable Fund LLC Funds
JNL/Mellon Capital Dow SM Index Fund
JNL/Mellon Capital Consumer Discretionary Sector Fund
JNL/Mellon Capital Energy Sector Fund
JNL/Mellon Capital Financial Sector Fund
JNL/Mellon Capital Healthcare Sector Fund
JNL/Mellon Capital Information Technology Sector Fund
JNL/Mellon Capital Telecommunications Sector Fund
 

A-2

EX 99.28(g)(1)(xxvii)

 

Amendment to

 

Master Global Custody Agreement Between

 

the Customer and JPMorgan Chase Bank, N.A.

 

This Amendment to the Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A. dated August 12, 2009, as amended (the “Agreement”), is by and among JNL Series Trust and JNL Investors Series Trust (each individually a “Trust” and collectively, the “Trusts”) and JNL Variable Fund LLC (the “Fund”) and JPMorgan Chase Bank, N.A. (the “Custodian”).

 

Whereas , the Trusts and Fund and the Custodian (the “Parties”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Trust and the Fund.

 

Whereas , the Parties have agreed to amend the Schedule 6 of Agreement, to include both account names and accounts numbers.

 

Now, Therefore , the Parties hereto agree to amend the Agreement as follows:

 

1) Schedule 6 of the Agreement is hereby deleted and replaced, in its entirety, with Schedule 6, updated as of March 1, 2019, attached hereto.

 

2) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

3) The Trusts, Fund, and the Custodian hereby each represent and warrant to the other that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind the Trusts, Fund, or Custodian to this Amendment.

 

In Witness Whereof , the Parties hereto have caused this Amendment to be executed, effective as of March 1, 2019. This Amendment may be executed in two or more counterparts, which together shall constitute one document.

 

 

JNL Series Trust

JNL Investors Series Trust

JNL Variable Fund LLC

 

JPMorgan Chase Bank, National Association

           
By: /s/ Kristen K. Leeman   By: /s/ Brian Eckert  
Name: Kristen K. Leeman   Name: Brian Eckert  
Title: Assistant Secretary   Title: Executive Director  
        2/20/2019  

 

 
 

Schedule 6

Updated as of March 1, 2019

 

 

Transfer Accounts

 

 
Account Number Account Name
P 04374 Jackson National Asset Management – Money Market Fund Cash Concentration
P 04375 Jackson National Asset Management – TA Activity Cash Concentration
P 09324 Jackson National Asset Management TA Cash Concentration Account – American Funds
 

 






Master Global Custody Agreement - Schedule 6

 

EX 99.28(g)(2)(x)
 


Amendment to Master Custodian Agreement



This Amendment, effective as of close of business June 29, 2018, to the Master Custodian Agreement dated as of December 30, 2010, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Agreement ”) is by and among each management investment company, and each Cayman Islands entity identified on Appendix A attached thereto (each a “ Fund ” and collectively, the “ Funds ”), and State Street Bank and Trust Company, a Massachusetts trust company (the “ Custodian ”).

Whereas , the Custodian and the Funds (the “ Parties ”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Fund.

Whereas , the Fund segregates and separately manages certain of the Fund’s portfolio of assets (each in an account);

Whereas , pursuant to a reorganization of JNL Strategic Income Fund LLC’s only series, the JNL/PPM America Strategic Income Fund into the PPM Strategic Income Fund, a series of PPM Funds, a registered investment company advised by PPM America, Inc., effective on the close of business June 29, 2018, JNL Strategic Income Fund LLC will no longer need to be a party to the Agreement and the JNL/PPM America Strategic Income Fund will no longer need an account.

Whereas , the Parties have agreed to amend the Agreement, including its Appendix A, to remove JNL Strategic Income Fund LLC as a Fund and to remove the JNL/PPM America Strategic Income Fund as a Portfolio, as defined in the Agreement, effective close of business June 29, 2018.

Now, Therefore , in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:

1)
JNL Strategic Income Fund LLC is hereby removed as a Fund to the Agreement and the JNL/PPM America Strategic Income Fund is hereby removed as a Portfolio, as defined in the Agreement, effective close of business June 29, 2018.

2)
Appendix A to the Agreement is hereby deleted and replaced in its entirety with Appendix A dated June 29, 2018, attached hereto.

3)
Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.

4)
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form.
 
[ Remainder of page intentionally left blank .]

 
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective close of business June 29, 2018.

JNL Series Trust
JNL Investors Series Trust
JNL Strategic Income Fund LLC
JNL Variable Fund LLC
Jackson Variable Series Trust
each on behalf of its Portfolios listed on Appendix A hereto
 
JNL/AB Dynamic Asset Allocation Fund Ltd.
 
JNL/Neuberger Berman Risk Balanced
Commodity Strategy Fund Ltd.
 
     
By:
/s/ Emily J. Bennett
 
Name:
Emily J. Bennett
 
Title:
Assistant Secretary
 

PPM Funds,
on behalf of its Portfolios listed on Appendix A hereto
 
     
By:
/s/ Emily J. Bennett
 
Name:
Emily J. Bennett
 
Title:
Vice President and Secretary
 


State Street Bank and Trust Company
 
     
By:
/s/ Andrew Erickson
 
Name:
Andrew Erickson
 
Title:
Executive Vice President
 
 
-2-

Appendix A
to
Master Custodian Agreement

(Updated as of June 29, 2018)


Fund: JNL Series Trust , for the following Portfolios
JNL Multi-Manager Alternative Fund
JNL Multi-Manager Mid Cap Fund
JNL/AB Dynamic Asset Allocation Fund
JNL/AQR Large Cap Relaxed Constraint Equity Fund
JNL/Boston Partners Global Long Short Equity Fund
JNL/Causeway International Value Select Fund
JNL/ClearBridge Large Cap Growth Fund
JNL/Crescent High Income Fund
JNL/DFA Growth Allocation Fund
JNL/DFA Moderate Growth Allocation Fund
JNL/DFA U.S. Core Equity Fund
JNL/DoubleLine ® Core Fixed Income Fund
JNL/DoubleLine ® Emerging Markets Fixed Income Fund
JNL/DoubleLine ® Shiller Enhanced CAPE ® Fund
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by DoubleLine Capital LP)
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by First Pacific Advisors, LLC)
JNL/Goldman Sachs Core Plus Bond Fund
JNL/Goldman Sachs Emerging Markets Debt Fund
JNL/GQG Emerging Markets Equity Fund
JNL/Harris Oakmark Global Equity Fund
JNL/Invesco Diversified Dividend Fund
JNL/Invesco Global Real Estate Fund
JNL/Invesco International Growth Fund
JNL/Invesco Mid Cap Value Fund
JNL/Invesco Small Cap Growth Fund
JNL/JPMorgan Midcap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Mellon Capital European 30 Fund
JNL/Mellon Capital Pacific Rim 30 Fund
JNL/MFS Mid Cap Value Fund
JNL/Neuberger Berman Strategic Income Fund
JNL/Oppenheimer Emerging Markets Innovator Fund
JNL/Oppenheimer Global Growth Fund
JNL/PPM America Floating Rate Income Fund
JNL/PPM America High Yield Bond Fund
JNL/PPM America Mid Cap Value Fund
JNL/PPM America Small Cap Value Fund
JNL/PPM America Total Return Fund
JNL/PPM America Value Equity 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/Westchester Capital Event Driven Fund
 
A-1

Fund: JNL Investors Series Trust , for the following Portfolios
JNL/PPM America Low Duration Bond Fund

Fund: JNL Variable Fund LLC , for the following Portfolios
JNL/Mellon Capital JNL 5 Fund
JNL/Mellon Capital MSCI World Index Fund
JNL/Mellon Capital Nasdaq ® 100 Index Fund
JNL/Mellon Capital S&P ® SMid 60 Fund

Fund: Jackson Variable Series Trust , for the following Portfolios
JNL/DFA U.S. Small Cap Fund
JNL/DoubleLine Total Return Fund
JNL/Eaton Vance Global Macro Absolute Return Advantage Fund
JNL/Lazard International Strategic Equity Fund
JNL/Neuberger Berman Currency Fund
JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund
JNL/Nicholas Convertible Arbitrage Fund
JNL/PPM America Long Short Credit Fund
JNL/T. Rowe Price Capital Appreciation Fund

Fund: PPM Funds , for the following Portfolios
PPM Core Plus Fixed Income Fund
PPM Credit Fund
PPM Floating Rate Income Fund
PPM High Yield Core Fund
PPM Long Short Credit Fund
PPM Strategic Income Fund
PPM Large Cap Value Fund
PPM Mid Cap Value Fund
PPM Small Cap Value Fund

Cayman Islands Entities:

Fund: JNL/AB Dynamic Asset Allocation Fund Ltd.

Fund: JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund Ltd.

A-2
 

EX 99.28(g)(2)(xi)


Amendment to Master Custodian Agreement



This Amendment, effective as August 13, 2018, to the Master Custodian Agreement dated as of December 30, 2010, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Agreement ”) is by and among each management investment company, and each Cayman Islands entity identified on Appendix A attached thereto (each a “ Fund ” and collectively, the “ Funds ”), and State Street Bank and Trust Company, a Massachusetts trust company (the “ Custodian ”).

Whereas , the Custodian and the Funds (the “ Parties ”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Fund.

Whereas , the Fund segregates and separately manages certain of the Fund’s portfolio of assets (each in an account).

Whereas , the Boards of Trustees of JNL Series Trust and Jackson Variable Series Trust (together, the “Board”) has approved new funds, a fund merger, an investment sub-adviser replacement and fund name change, and two new Cayman Islands entities for two funds, as outlined below, effective August 13, 2018 (collectively, the “Changes”):

New Funds (Portfolios)

JNL Series Trust

1)   JNL Multi-Manager International Small Cap Fund;
2)   JNL/JPMorgan Hedged Equity Fund; and
3)   JNL/Loomis Sayles Global Growth Fund.

JNL Series Trust Fund (Portfolio) Merger

JNL/Invesco Mid Cap Value Fund merging into the JNL/MFS Mid Cap Value Fund.

JNL Series Trust Investment Sub-Adviser Replacement/Fund (Portfolio) Name Change

Milliman Financial Risk Management LLC replaced by T. Rowe Price Associates, Inc. to sub-advise the JNL/MMRS Moderate Fund, custodied by J.P. Morgan Chase Bank, N.A./fund name change to JNL/T. Rowe Price Managed Volatility Balanced Fund, to be custodied by State Street Bank and Trust Company.

New Cayman Entities

JNL Series Trust

1)
Fund: JNL Multi-Manager Alternative Fund (for the portion of assets managed by Boston Partners Global Investors, Inc.);
Cayman Subsidiary: JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.; and

Jackson Variable Series Trust

2)
Fund: JNL/Eaton Vance Global Macro Absolute Return Advantage Fund;
Cayman Subsidiary: JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd.

Whereas , pursuant to Board approval of the Changes, as outlined above, the Parties have agreed to amend the Agreement, including its Appendix A, to add the new funds (Portfolios, as defined in the Agreement), to remove the merged fund as a Portfolio, to add the existing fund (Portfolio), pursuant to an investment sub-adviser replacement and custodian change, and to add the two new Cayman entities, each as a Fund, as defined in the Agreement, effective August 13, 2018.

Now, Therefore , in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:

1)
JNL Multi-Manager International Small Cap Fund, JNL/JPMorgan Hedged Equity Fund, JNL/Loomis Sayles Global Growth Fund, and JNL/T. Rowe Price Managed Volatility Balanced Fund, are hereby added to the Agreement, each as a Portfolio, as defined in the Agreement, effective August 13, 2018.
 
 

2)
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd., and JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd. are hereby added to the Agreement, each as a Fund, as defined in the Agreement, effective August 13, 2018.

3)
JNL/Invesco Mid Cap Value Fund is hereby removed as a Portfolio from the Agreement, effective August 13, 2018.

4)
Appendix A to the Agreement is hereby deleted and replaced, in its entirety, with Appendix A dated August 13, 2018, attached hereto.

5)
Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.

6)
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form.


[ Remainder of page intentionally left blank .]
 

 
-2-

In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective August 13, 2018.

JNL Series Trust,
JNL Investors Series Trust,
JNL Variable Fund LLC, and
Jackson Variable Series Trust,
each on behalf of its Portfolios listed on Appendix A hereto
 
JNL/AB Dynamic Asset Allocation Fund Ltd.
 
JNL/Neuberger Berman Risk Balanced
Commodity Strategy Fund Ltd.
 
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
 
JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd.
 
     
By:
/s/ Emily J. Bennett
 
Name:
Emily J. Bennett
 
Title:
Assistant Secretary
 

PPM Funds,
on behalf of its Portfolios listed on Appendix A hereto
 
     
By:
/s/ Emily J. Bennett
 
Name:
Emily J. Bennett
 
Title:
Vice President and Secretary
 


State Street Bank and Trust Company
 
     
By:
/s/ Andrew Erickson
 
Name:
Andrew Erickson
 
Title:
Executive Vice President
 
 
 
-3-

Appendix A
to
Master Custodian Agreement

(Updated as of August 13, 2018)

Fund: JNL Series Trust , for the following Portfolios
JNL Multi-Manager Alternative Fund
JNL Multi-Manager International Small Cap Fund
JNL Multi-Manager Mid Cap Fund
JNL/AB Dynamic Asset Allocation Fund
JNL/AQR Large Cap Relaxed Constraint Equity Fund
JNL/Boston Partners Global Long Short Equity Fund
JNL/Causeway International Value Select Fund
JNL/ClearBridge Large Cap Growth Fund
JNL/Crescent High Income Fund
JNL/DFA Growth Allocation Fund
JNL/DFA Moderate Growth Allocation Fund
JNL/DFA U.S. Core Equity Fund
JNL/DoubleLine ® Core Fixed Income Fund
JNL/DoubleLine ® Emerging Markets Fixed Income Fund
JNL/DoubleLine ® Shiller Enhanced CAPE ® Fund
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by DoubleLine Capital LP)
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by First Pacific Advisors, LLC)
JNL/Goldman Sachs Core Plus Bond Fund
JNL/Goldman Sachs Emerging Markets Debt Fund
JNL/GQG Emerging Markets Equity Fund
JNL/Harris Oakmark Global Equity Fund
JNL/Invesco Diversified Dividend Fund
JNL/Invesco Global Real Estate Fund
JNL/Invesco International Growth Fund
JNL/Invesco Small Cap Growth Fund
JNL/JPMorgan Hedged Equity Fund
JNL/JPMorgan Midcap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Loomis Sayles Global Growth Fund
JNL/Mellon Capital European 30 Fund
JNL/Mellon Capital Pacific Rim 30 Fund
JNL/MFS Mid Cap Value Fund
JNL/Neuberger Berman Strategic Income Fund
JNL/Oppenheimer Emerging Markets Innovator Fund
JNL/Oppenheimer Global Growth Fund
JNL/PPM America Floating Rate Income Fund
JNL/PPM America High Yield Bond Fund
JNL/PPM America Mid Cap Value Fund
JNL/PPM America Small Cap Value Fund
JNL/PPM America Total Return Fund
JNL/PPM America Value Equity Fund
JNL/T. Rowe Price Established Growth Fund
JNL/T. Rowe Price Managed Volatility Balanced Fund
JNL/T. Rowe Price Mid-Cap Growth Fund
JNL/T. Rowe Price Short-Term Bond Fund
JNL/T. Rowe Price Value Fund
JNL/Westchester Capital Event Driven Fund
 
A-1

Fund: JNL Investors Series Trust , for the following Portfolios
JNL/PPM America Low Duration Bond Fund

Fund: JNL Variable Fund LLC , for the following Portfolios
JNL/Mellon Capital JNL 5 Fund
JNL/Mellon Capital MSCI World Index Fund
JNL/Mellon Capital Nasdaq ® 100 Index Fund
JNL/Mellon Capital S&P ® SMid 60 Fund

Fund: Jackson Variable Series Trust , for the following Portfolios
JNL/DFA U.S. Small Cap Fund
JNL/DoubleLine Total Return Fund
JNL/Eaton Vance Global Macro Absolute Return Advantage Fund
JNL/Lazard International Strategic Equity Fund
JNL/Neuberger Berman Currency Fund
JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund
JNL/Nicholas Convertible Arbitrage Fund
JNL/PPM America Long Short Credit Fund
JNL/T. Rowe Price Capital Appreciation Fund

Fund: PPM Funds , for the following Portfolios
PPM Core Plus Fixed Income Fund
PPM Credit Fund
PPM Floating Rate Income Fund
PPM High Yield Core Fund
PPM Long Short Credit Fund
PPM Strategic Income Fund
PPM Large Cap Value Fund
PPM Mid Cap Value Fund
PPM Small Cap Value Fund

Cayman Islands Entities:

JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.

JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd.

JNL/AB Dynamic Asset Allocation Fund Ltd.

JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund Ltd.
 

A-2
 

EX 99.28(g)(2)(xii)

 

 

Amendment to Master Custodian Agreement

 

This Amendment, effective as of April 29, 2019 , to the Master Custodian Agreement dated as of December 30, 2010, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Agreement ”) is by and among each management investment company, and each Cayman Islands entity identified on Appendix A attached thereto (each a “ Fund ” and collectively, the “ Funds ”), and State Street Bank and Trust Company, a Massachusetts trust company (the “ Custodian ”).

 

Whereas , the Custodian and the Funds (the “ Parties ”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Fund.

 

Whereas , the Fund segregates and separately manages certain of the Fund’s portfolio of assets (each in an account).

 

Whereas , the Board of Trustees of JNL Series Trust (the “Board”) has approved the dissolution of the Cayman Islands entity, JNL/AB Dynamic Asset Allocation Fund Ltd., effective April 29, 2019 (the “AB Ltd. Dissolution”).

 

Whereas , pursuant to Board approval of the AB Ltd. Dissolution, the Parties have agreed to amend the Agreement, including its Appendix A, to remove JNL/AB Dynamic Asset Allocation Fund Ltd., as a Fund, as defined in the Agreement, effective April 29, 2019.

 

Now, Therefore , in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:

 

1) JNL/AB Dynamic Asset Allocation Fund Ltd. is hereby removed as a Fund from the Agreement, effective April 29, 2019.

 

2) Appendix A to the Agreement is hereby deleted and replaced, in its entirety, with Appendix A dated April 29, 2019, attached hereto.

 

3) Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.

 

4) This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form.

 

 

[ Remainder of page intentionally left blank .]

 


 

 
 

In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effe ctive April 29, 2019 .

 

JNL Series Trust,

JNL Investors Series Trust,

JNL Variable Fund LLC, and

Jackson Variable Series Trust,

each on behalf of its Portfolios listed on Appendix A hereto

 

JNL/AB Dynamic Asset Allocation Fund Ltd.

 

JNL/Neuberger Berman Risk Balanced

Commodity Strategy Fund Ltd.

 

JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.

 

JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd.

 
     
By: /s/ Emily J. Bennett  
Name: Emily J. Bennett  
Title: Assistant Secretary  

 

PPM Funds,

on behalf of its Portfolios listed on Appendix A hereto

 
     
By: /s/ Emily J. Bennett  
Name: Emily J. Bennett  
Title: Vice President and Secretary  

 

State Street Bank and Trust Company  
     
By: /s/ Andrew Erickson  
Name: Andrew Erickson  
Title: Executive Vice President  

 

  - 2 -  
 

Appendix A

to

Master Custodian Agreement

 

(Updated as of April 29, 2019)

 

Fund: JNL Series Trust , for the following Portfolios
JNL Multi-Manager Alternative Fund
JNL Multi-Manager International Small Cap Fund
JNL Multi-Manager Mid Cap Fund
JNL/AB Dynamic Asset Allocation Fund
JNL/AQR Large Cap Relaxed Constraint Equity Fund
JNL/Boston Partners Global Long Short Equity Fund
JNL/Causeway International Value Select Fund
JNL/ClearBridge Large Cap Growth Fund
JNL/Crescent High Income Fund
JNL/DFA Growth Allocation Fund
JNL/DFA Moderate Growth Allocation Fund
JNL/DFA U.S. Core Equity Fund
JNL/DoubleLine ® Core Fixed Income Fund
JNL/DoubleLine ® Emerging Markets Fixed Income Fund
JNL/DoubleLine ® Shiller Enhanced CAPE ® Fund
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by DoubleLine Capital LP)
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by First Pacific Advisors, LLC)
JNL/Goldman Sachs Core Plus Bond Fund
JNL/Goldman Sachs Emerging Markets Debt Fund
JNL/GQG Emerging Markets Equity Fund
JNL/Harris Oakmark Global Equity Fund
JNL/Invesco Diversified Dividend Fund
JNL/Invesco Global Real Estate Fund
JNL/Invesco International Growth Fund
JNL/Invesco Small Cap Growth Fund
JNL/JPMorgan Hedged Equity Fund
JNL/JPMorgan Midcap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Loomis Sayles Global Growth Fund
JNL/Mellon Capital European 30 Fund
JNL/Mellon Capital Pacific Rim 30 Fund
JNL/MFS Mid Cap Value Fund
JNL/Neuberger Berman Strategic Income Fund
JNL/Oppenheimer Emerging Markets Innovator Fund
JNL/Oppenheimer Global Growth Fund
JNL/PPM America Floating Rate Income Fund
JNL/PPM America High Yield Bond Fund
JNL/PPM America Mid Cap Value Fund
JNL/PPM America Small Cap Value Fund
JNL/PPM America Total Return Fund
JNL/PPM America Value Equity Fund
JNL/T. Rowe Price Established Growth Fund
JNL/T. Rowe Price Managed Volatility Balanced Fund
JNL/T. Rowe Price Mid-Cap Growth Fund
JNL/T. Rowe Price Short-Term Bond Fund
JNL/T. Rowe Price Value Fund
JNL/Westchester Capital Event Driven Fund

 

  A- 1  
 

 

Fund: JNL Investors Series Trust , for the following Portfolios
JNL/PPM America Low Duration Bond Fund

 

Fund: JNL Variable Fund LLC , for the following Portfolios
JNL/Mellon Capital JNL 5 Fund
JNL/Mellon Capital MSCI World Index Fund
JNL/Mellon Capital Nasdaq ® 100 Index Fund
JNL/Mellon Capital S&P ® SMid 60 Fund

 

Fund: Jackson Variable Series Trust , for the following Portfolios
JNL/DFA U.S. Small Cap Fund
JNL/DoubleLine Total Return Fund
JNL/Eaton Vance Global Macro Absolute Return Advantage Fund
JNL/Lazard International Strategic Equity Fund
JNL/Neuberger Berman Currency Fund
JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund
JNL/Nicholas Convertible Arbitrage Fund
JNL/PPM America Long Short Credit Fund
JNL/T. Rowe Price Capital Appreciation Fund

 

Fund: PPM Funds , for the following Portfolios
PPM Core Plus Fixed Income Fund
PPM Credit Fund
PPM Floating Rate Income Fund
PPM High Yield Core Fund
PPM Long Short Credit Fund
PPM Strategic Income Fund
PPM Large Cap Value Fund
PPM Mid Cap Value Fund
PPM Small Cap Value Fund

 

Cayman Islands Entities:

 

JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.

 

JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd.

 

JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund Ltd.

 

  A- 2  

 

EX 99.28(h)(1)(xiv)

 

 

Amendment to

 

Amended and Restated Administration Agreement

 

Between JNL Variable Fund LLC and

 

Jackson National Asset Management, LLC

 

This Amendment is made by and between Jackson National Asset Management, LLC , a Michigan limited liability company (the “Administrator”), and JNL Variable Fund LLC , a Delaware limited liability company (the “Fund”).

 

Whereas , the Administrator and the Fund (the “Parties”) entered into an Amended and Restated Administration Agreement, effective February 28, 2012, as amended (the “Agreement”), whereby the Administrator agreed to provide certain administrative services to several separate series of shares (each a “fund”) of the Fund, as listed on Schedule A of the Agreement.

 

Whereas , the Parties have agreed to amend the following section of the Agreement, effective January 1, 2019:

 

Section 1. “ Services of the Administrator

 

Now Therefore , in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1) Under Section 1. “ Services of the Administrator ,” a new sub-sub-section 1.1.7 shall be added to the Agreement, as follows:

 

             1.1.7    Foreign Tax Reclaims. The Administrator will incur all fees, costs and expenses, direct or indirect (without any recourse to the Funds) associated with the conversions from Regulated Investment Companies to Partnerships. With respect to Funds with foreign tax reclaims, the Administrator also will make up-front payments from time-to-time as agreed to with and under the terms outlined in the framework presented to the Funds’ Board of Managers.

 

2) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

3) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

4) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

In Witness Whereof , the Administrator and the Fund have caused this Amendment to be executed, effective January 1, 2019.

 

 

JNL Variable Fund LLC

 

Jackson National Asset Management, LLC

           
By: /s/ Kristen K. Leeman   By: /s/ Mark D. Nerud  
Name: Kristen K. Leeman   Name: Mark D. Nerud  
Title: Assistant Secretary   Title: President and CEO  

 

 

 

EX 99.28(h)(3)(ii)


Amendment to Amended and Restated
Anti-Money Laundering Agreement



This Amendment to the Amended and Restated Anti-Money Laundering Agreement dated November 27, 2012 (the “Agreement”), is by and among Jackson National Life Insurance Company (“Jackson”), JNL Series Trust, JNL Variable Fund LLC, JNL Investors Series Trust, and JNL Strategic Income Fund LLC (each a “Fund,” and collectively, the “Funds”).
Whereas , the Jackson and the Funds (the “Parties”) have entered into the Agreement by which the Funds delegate to Jackson the performance of certain anti-money laundering functions.
Whereas , pursuant to a reorganization of JNL Strategic Income Fund LLC’s only series, the JNL/PPM America Strategic Income Fund into the PPM Strategic Income Fund, a series of PPM Funds, a registered investment company advised by PPM America, Inc., effective on the close of business June 29, 2018, JNL Strategic Income Fund LLC will no longer need to be a party to the Agreement.
Whereas , the Parties have agreed to amend the Agreement to remove JNL Strategic Income Fund LLC as a party, effective close of business June 29, 2018.
Now, Therefore , the Parties hereto agree to amend the Agreement as follows:

1)
JNL Strategic Income Fund LLC is hereby removed as a party to the Agreement, effective close of business June 29, 2018.

2)
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

3)
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form.

In Witness Whereof , the Parties hereto have caused this Amendment to be executed, effective as of close of business June 29, 2018. This Amendment may be executed in two or more counterparts, which together shall constitute one document.

Jackson National Life Insurance Company
 
   
By:
/s/ Kristan L. Richardson
 
Name:
Kristan L. Richardson
 
Title:
Assistant Vice President and   Assistant Secretary
 
   
JNL Series Trust
JNL Variable Fund LLC
JNL Investors Series Trust
JNL Strategic Income Fund LLC
 
   
By:
/s/ Kristen K. Leeman
 
Name:
Kristen K. Leeman
 
Title:
Assistant Secretary
 


EX 99.28(h)(4)(ii)



Amendment to Amended and Restated
Contract Owner Information Agreement
 
This Amendment to the Amended and Restated Contract Owner Information Agreement dated April 1, 2016 (the “Agreement”), is by and among JNL Series Trust, JNL Variable Fund LLC, JNL Investors Series Trust, Jackson Variable Series Trust, and JNL Strategic Income Fund LLC (“collectively referred to as the “Funds”), Jackson National Asset Management, LLC (“JNAM”), and Jackson National Life Insurance Company (“Jackson”),   and the Separate Accounts (the “Accounts”) sponsored Jackson, identified on the signature page of this Amendment.
Whereas , the Funds, JNAM, and Jackson and the Accounts (the “Parties”) have entered into the Agreement by which the Funds delegate to JNAM and Jackson the performance of certain functions related to the monitoring of frequent trading, pursuant to the requirements of Rule 22c‑2 under the 1940 Act, as amended.
Whereas , pursuant to a reorganization of JNL Strategic Income Fund LLC’s only series, the JNL/PPM America Strategic Income Fund into the PPM Strategic Income Fund, a series of PPM Funds, a registered investment company advised by PPM America, Inc., effective on the close of business June 29, 2018, JNL Strategic Income Fund LLC will no longer need to be a party to the Agreement.
Whereas , the Parties have agreed to amend the Agreement to remove JNL Strategic Income Fund LLC as a party, effective close of business June 29, 2018.
Now, Therefore , the Parties hereto agree to amend the Agreement as follows:

1)
JNL Strategic Income Fund LLC is hereby removed as a party to the Agreement, effective close of business June 29, 2018.

2)
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

3)
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form.

In Witness Whereof , the Parties hereto have caused this Amendment to be executed, effective as of close of business June 29, 2018. This Amendment may be executed in two or more counterparts, which together shall constitute one document.

JNL Series Trust
JNL Variable Fund LLC
JNL Investors Series Trust
Jackson Variable Series Trust
JNL Strategic Income Fund LLC
Jackson National Life Insurance Company
(and the Jackson National Separate
Accounts I, II, III, IV and V)
   
By:
/s/ Kristen K. Leeman
 
By:
/s/ Kristen L. Richardson
Name:
Kristen K. Leeman
Name:
Kristan L. Richardson
Title:
Assistant Secretary
Title:
Assistant Vice President
   
and Assistant Secretary
Jackson National Asset Management, LLC
 
   
By:
/s/ Susan S. Rhee
   
Name:
Susan S. Rhee
 
Title:
General Counsel
 
 

EX 99.28(h)(5)(ii)


 
Amendment to Amended and Restated
Contract Owner Information Agreement



This Amendment to the Amended and Restated Contract Owner Information Agreement dated April 1, 2016 (the “Agreement”), is by and among JNL Series Trust, JNL Variable Fund LLC, JNL Investors Series Trust, Jackson Variable Series Trust, and JNL Strategic Income Fund LLC (“collectively referred to as the “Funds”), Jackson National Asset Management, LLC (“JNAM”), and Jackson National Life Insurance Company of New York (“Jackson NY”),   and the Separate Accounts (the “Accounts”) sponsored Jackson NY, identified on the signature page of this Amendment.
Whereas , the Funds, JNAM, and Jackson NY and the Accounts (the “Parties”) have entered into the Agreement by which the Funds delegate to JNAM and Jackson NY the performance of certain functions related to the monitoring of frequent trading, pursuant to the requirements of Rule 22c‑2 under the 1940 Act, as amended.
Whereas , pursuant to a reorganization of JNL Strategic Income Fund LLC’s only series, the JNL/PPM America Strategic Income Fund into the PPM Strategic Income Fund, a series of PPM Funds, a registered investment company advised by PPM America, Inc., effective on the close of business June 29, 2018, JNL Strategic Income Fund LLC will no longer need to be a party to the Agreement.
Whereas , the Parties have agreed to amend the Agreement to remove JNL Strategic Income Fund LLC as a party, effective close of business June 29, 2018.
Now, Therefore , the Parties hereto agree to amend the Agreement as follows:

1)
JNL Strategic Income Fund LLC is hereby removed as a party to the Agreement, effective close of business June 29, 2018.

2)
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

3)
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form.

In Witness Whereof , the Parties hereto have caused this Amendment to be executed, effective as of close of business June 29, 2018. This Amendment may be executed in two or more counterparts, which together shall constitute one document.

JNL Series Trust
JNL Variable Fund LLC
JNL Investors Series Trust
Jackson Variable Series Trust
JNL Strategic Income Fund LLC
Jackson National Life Insurance Company
of New York (and the JNLNY Separate
Accounts I, II and IV)
   
By:
/s/ Kristen K. Leeman
 
By:
/s/ Kristen L. Richardson
Name:
Kristen K. Leeman
Name:
Kristan L. Richardson
Title:
Assistant Secretary
Title:
Assistant Vice President
   
and Assistant Secretary
Jackson National Asset Management, LLC
 
   
By:
/s/ Susan S. Rhee
   
Name:
Susan S. Rhee
 
Title:
General Counsel
 


EX 99.28(h)(6)(iii).

 
Amendment to the Master InterFund Lending Agreement
 


This Amendment is to the Master InterFund Lending Agreement dated June 1, 2018, as amended (the "Master Agreement"), by and among the series listed for JNL Series Trust, Jackson Variable Series Trust, JNL Investors Series Trust, JNL Variable Fund LLC, and JNL Strategic Income Fund LLC (each, a "Trust," and each portfolio series of the Trusts shall be referred to herein as a "Fund" and collectively as the "Funds") and Jackson National Asset Management, LLC (the "Adviser").

Whereas , the Trusts and the Adviser (the "Parties") have entered into the Master Agreement by which certain Funds designated by the Adviser are permitted to participate in a joint lending and borrowing facility (the "InterFund Program").

Whereas , JNL Strategic Income Fund LLC and its only series, the JNL/PPM America Strategic Income Fund, has not utilized the interfund lending program and will not utilize the interfund lending program in the future, due to a pending reorganization of the JNL/PPM America Strategic Income Fund into the PPM Strategic Income Fund, a series of PPM Funds, a registered investment company advised by PPM America, Inc.

Whereas , the Parties have agreed to amend the Master Agreement to remove JNL Strategic Income Fund LLC as a party.

Whereas , pursuant to the terms and conditions of the Master Agreement, the Trusts entered into a Collateral Security Agreement, which is included as Schedule A to the Master Agreement, and the Parties have agreed to amend Schedule A to remove JNL Strategic Income Fund LLC as a party.

Now, Therefore , the parties hereby agree to amend the Master Agreement as follows:

1.
JNL Strategic Income Fund LLC is hereby removed as a party to the Master Agreement, effective June 1, 2018.

2.
Schedule A is hereby deleted and replaced in its entirety with Schedule A, attached hereto.

3.
Except as specifically amended hereby, the Master Agreement shall remain in full force and effect in accordance with its terms.

4.
Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

In Witness Whereof , the parties hereto have caused this Amendment to be executed, effective as of June 1, 2018.

JNL Series Trust
Jackson Variable Series Trust
JNL Investors Series Trust
JNL Variable Fund LLC
JNL Strategic Income Fund LLC
Jackson National Asset Management, LLC
       
By:
 /s/ Kristen K. Leeman
By:
 /s/ Mark D. Nerud
Name:
Kristen K. Leeman
Name:
Mark D. Nerud  
Title:
Assistant Secretary
Title:
President and Chief Executive Officer



SCHEDULE A

AMENDED AND RESTATED
COLLATERAL SECURITY AGREEMENT

This Collateral Security Agreement (this " Agreement ") dated April 27, 2015, and Amended and Restated effective February 2, 2016, and June 1, 2018, is by and among the series of JNL Series Trust, Jackson Variable Series Trust JNL Investors Series Trust, and JNL Variable Fund LLC, and on the signature page hereto (each, a "Trust," and each portfolio series of the Trusts, a " Fund " and collectively, the " Funds ").

Whereas , each Trust on behalf of the Funds has entered into a Master InterFund Lending Agreement dated as of April 27, 2015, as amended (the " Master Agreement ") by and among each Fund and Jackson National Management, LLC (" Adviser ") in accordance with the terms of (i) the exemptive order from the U.S. Securities and Exchange Commission dated October 20, 2014 permitting the Funds to participate in a joint lending and borrowing facility; and (ii) the InterFund Lending Procedures, as in effect from time to time, for Loans by and among each Borrower and Lender (as such terms are defined in the Master Agreement);

Now Therefore , each Borrower, in consideration of Loans heretofore, now or from time to time hereafter made, given or extended to the Borrower by a Lender, hereby agrees with the respective Lender as follows:

1.   Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Master Agreement.

2.   Effective upon the transfer of collateral, pursuant to Section 3.11 of the Master Agreement, or as provided herein, to an account owned or controlled by a Lender, in order to secure the payment of any and all Loans heretofore, now or from time to time hereafter made, given or extended to a Borrower by the Lender under and pursuant to the Master Agreement and all interest, fees and other amounts owing or arising thereunder (which obligations shall hereinafter be referred to collectively as the " Secured Liabilities " and each individually as a " Secured Liability "), the Borrower hereby grants to the Lender, a security interest in (i) any and all securities and other instruments owned by the Borrower which have been or at any time shall be delivered to the Lender or its custodian by or on behalf of the Borrower or have or at any time shall otherwise come into the possession, custody or control of the Lender or its custodian, including securities and other instruments held in depository trust companies and other institutions and clearing agencies in segregated accounts in the name of the Lender; (ii) all right, title, interest and power (including the power of hypothecation and disposition) of the Borrower in, or in respect of any and all securities and other instruments owned by the Borrower which have or at any time shall come into the possession, custody or control of the Lender or its custodian in any way for any purpose whatsoever, whether or not the Lender shall have accepted said property for the purpose or purposes for which said property was delivered to or otherwise caused to come into the possession, custody or control of the Lender or its custodian; and (iii) all proceeds of any of the foregoing. All property shall be deemed to be in the possession, custody or control of the Lender as soon as it is transferred to the Lender or its custodian or if the Lender and the Borrower enter into a control agreement satisfactory to the Lender with the Borrower's custodian or if the collateral is held in the name of the Lender or in an account in the name of the Lender. If the Lender shall at any time deem itself insecure in respect of any Secured Liability, the Borrower will deliver to the Lender or its custodian upon demand additional collateral owned by the Borrower satisfactory to the Lender. The term "collateral" as hereinafter used shall mean and include the securities and other instruments, together with proceeds of the securities and other instruments, and any and all property, rights, titles, powers, sums, receivables or claims which by virtue of the provisions of this Agreement are or shall be at the time in question subject to a security interest in favor of the Lender.  At the time the collateral becomes subject to the lien and security interest created by this Agreement, the Borrower will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement.  The pledge of the collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the collateral, securing the payment and performance when due of the Secured Liabilities.

The Borrower shall, at its own cost and expense, defend title to the collateral and the first priority lien and security interest of the Lender therein against the claim of any person claiming against or through the Borrower and shall maintain and preserve such perfected first priority security interest until released by the Lender or in accordance with the terms hereof.  The Borrower will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the collateral or any interest therein except as expressly provided for herein or with the prior consent of the Lender.
A-1


 
3.   Upon the occurrence and during the continuance of an Event of Default, or any time or times thereafter and subject to Section 7.2 of the Master Agreement, (i) the Lender may exercise any and all rights and remedies (a) granted to the Lender by the Uniform Commercial Code as in effect in the state of Delaware or otherwise allowed at law, and/or (b) otherwise provided by this Agreement or the Master Agreement, and (ii) any and all Secured Liabilities of the Borrower shall, at the option of the Lender, become due and payable without notice or demand, notwithstanding any credit or time allowed to the Borrower by any instrument or other document evidencing the same or otherwise.

4.   Upon the occurrence and during the continuance of an Event of Default, and subject to Section 7.2 of the Master Agreement, the Lender shall have full power and authority to sell any or all of the collateral of the Borrower. Except as required by law, such sale or other disposition may be made without advertisement or any notice to the Borrower or to any other person. Where reasonable notification of the time or place of such sale or other disposition is so required, such requirement shall be met if such notice is given in the manner prescribed in Paragraph 10 hereof at least five (5) days before the time of such sale or other disposition to each person entitled to such notice, addressed, if to the Borrower, in the manner specified in said Paragraph 10, or, if to any person, to such person at such person's last address known to the Lender.  After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including legal costs and reasonable attorneys' fees) and all other charges against the collateral, the residue of the proceeds of any such sale or other disposition shall be applied to the payment of any and all of the Secured Liabilities, due or to become due, in such order of preference as the Lender may determine, proper allowance for interest on liabilities not then due being made, and, unless otherwise provided by law, any surplus shall be returned to the Borrower.

5.   The Borrower will pay when due all taxes, assessments, liens, premiums or other charges against the collateral and, if the Borrower and the Lender agree it is appropriate, the Borrower will fully insure the same in favor and to the satisfaction of the Lender against loss by any risk to which the collateral or any part thereof may be subject and will on demand deposit with the Lender the policies covering any such insurance. Although under no obligation to do so, the Lender may at any time and from time to time pay any taxes, assessments, liens, premiums or other charges against the collateral, and may insure the same or otherwise protect the value thereof and the property represented thereby, and in such event all expenditures so incurred shall be chargeable to the Borrower and secured by the collateral of the Borrower. The Lender shall be under no obligation to take any steps necessary to preserve rights in any collateral against prior parties but may do so at its option. Upon the occurrence and during the continuance of an Event of Default, and subject to Section 7.2 of the Master Agreement, the Lender may at any time and from time to time transfer into its own name or that of its nominee any securities constituting part of the collateral of the Borrower and receive the income thereon and hold the same as additional collateral or apply it to the payment of any or all of the Secured Liabilities and may at any time notify the obligor(s) on any collateral to make payment of the Lender of any amounts due or to become due thereon.

6.   Upon the occurrence and during the continuance of an Event of Default, and subject to Section 7.2 of the Master Agreement, the Lender may, at any time and from time to time, transfer or assign the whole or any part of any Secured Liability and may transfer therewith, or assign to and set apart for the account of the transferee or assignee thereof, in either event as security therefor, the whole or any part of the collateral of the Borrower. If the Lender does so transfer or assign and set apart the whole or any part of the collateral, the transferee or assignee thereof, without notice to the Borrower, shall thereupon become vested with, and may thereafter exercise, every right and power hereby given to the Lender in respect thereof, and the Lender shall thereafter be forever relieved and fully discharged from any liability or responsibility in respect thereof, except that the Lender shall continue to use reasonable care in the custody and preservation of any collateral so assigned and set apart while such collateral remains in the possession of the Lender. Such transferee or assignee shall have no right or power in respect of any part of the collateral not so transferred or assigned and set apart, in respect whereof the Lender shall retain all rights and powers hereby given in respect thereof.

7.   Except as provided in Paragraphs 4, 5 and 6 hereof, the Lender shall at no time transfer or assign the whole or any part of any Secured Liability or assign, transfer or set aside the whole or any part of the collateral held in security therefor except to an assignee of the Loans secured thereby.

8.   Upon the request of the Borrower following the payment in full of all Secured Liabilities, the Lender shall (i) return or cause to be returned to the Borrower all collateral which shall remain in the possession, custody or control of the Lender or its custodian at such time, and (ii) shall deliver to the Borrower such instruments, UCC termination statements and other documents, and provide for delivery of such instructions to the custodian, in each case as the Borrower may reasonably request for the purpose of releasing (in fact and as a matter of record) the security interest created by this Agreement.

9.   Except as is otherwise expressly provided herein, by the Master Agreement, or by law, the Borrower waives all demands and notices in connection with this Agreement or the enforcement of the Lender's rights hereunder and also waives presentment, demand, notice, protest and all other demands and notices in connection with any Secured Liability or the enforcement of the Lender's rights with respect thereto and hereby consents that the time of payment of any Secured Liability
A-2


may be extended from time to time and that no such extension or other indulgence granted to any other party primarily or secondarily liable on any Secured Liability, no discharge or release of any such party and no substitution, release or surrender of collateral of the Borrower shall discharge or otherwise affect the liability of the Borrower on or in respect of any Secured Liability. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right on any one occasion and shall not be construed as a bar to or waiver of any such right on any future occasion.

10.   Any demand upon or notice to the Borrower permitted or required hereunder shall be sufficient if, and effective when, deposited in the mails, postage prepaid, addressed to the Borrower at 225 West Wacker Drive, Suite 1200, Chicago, Illinois 60606 or at such other address as the Borrower may furnish to the Lender as the address to which such demands, notices or other communications addressed to the Borrower shall be mailed or forwarded.

11.   This Agreement may be terminated by the Borrower giving written notice of such termination to the Lender, provided, however, that such termination shall not be effective unless and until all loans and Secured Liabilities (including those contingent or not yet due) existing as of the time of receipt of such notice by the Lender have been paid in full and the Master Agreement is terminated or Borrower is no longer party thereto.

12.   The Borrower will pay on demand all costs and expenses (including legal costs and reasonable attorneys' fees) incurred or paid by the Lender in collecting any loan or Secured Liability upon any default in respect thereof, and all costs and expenses so incurred shall be secured by the collateral.

13.   This Agreement shall inure to the benefit of the Lender, its successors and assigns, and shall be binding upon the Borrower, its successors and assigns; provided, that the Borrower shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender.

14.   This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

15.   For JNL Series Trust, Jackson Variable Series Trust, and JNL Investors Series Trust, a copy of the Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. For JNL Variable Fund LLC, a copy of the Certificate of Formation is on file with the Secretary of State of the state of Delaware.  Notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the applicable Fund.

In Witness Whereof , the parties hereto have caused this Agreement to be executed, effective as of June 1, 2018.
 
JNL Series Trust
Jackson Variable Series Trust
JNL Investors Series Trust
JNL Variable Fund LLC,
each on behalf of each of its series that is a party to the Master Agreement, as designated by the Adviser from time to time
 
     
By:
/s/ Kristen K. Leeman    
Name:
Kristen K. Leeman
 
Title:
Assistant Secretary
 

 
A-3


EX. 99.28(i)







April 25, 2019
 
 
Board of Managers
JNL Variable Fund LLC
1 Corporate Way
Lansing, MI 48951
   
Re:
Opinion of Counsel - JNL Variable Fund LLC
 
Ladies and Gentlemen:
 
You have requested our Opinion of Counsel in connection with the filing with the Securities and Exchange Commission of Post-Effective Amendment No. 56 to the Registration Statement on Form N-1A with respect to JNL Variable Fund LLC.
 
We have made such examination of the law and have examined such records and documents as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
 
We are of the following opinions:
 
1.
JNL Variable Fund LLC ("Fund") is an open-end management investment company.
   
2.
The Fund is created and validly existing pursuant to the Delaware Laws.
   
3.
All of the prescribed Fund procedures for the issuance of the interests have been followed, and, when such interests are issued in accordance with the Prospectus contained in the Registration Statement for such interests, all state requirements relating to such Fund interests will have been complied with.
   
4.
Upon the acceptance of purchase payments made by interest holders in accordance with the Prospectus contained in the Registration Statement, such interest holders will have legally-issued, fully paid, non-assessable interests of the Fund.
 
You may use this opinion letter, or a copy thereof, as an exhibit to the Registration Statement.
 
Sincerely,
 
 /s/ Susan S. Rhee
 
Susan S. Rhee
Vice President, Chief Legal Officer & Secretary

EX. 99.28(j)




Consent of Independent Registered Public Accounting Firm

The Board of Managers
JNL Variable Fund LLC:

We consent to the use of our report dated February 25, 2019, incorporated by reference herein, and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.

/s/ KPMG LLP
Chicago, Illinois
April 22, 2019


EX. 99.28(p)(1)(ii)


CODE OF ETHICS

pursuant to

Section 406 of the Sarbanes-Oxley Act of 2002

 

The Boards of Trustees and Managers of the Funds, each of which is an open-end management investment company registered as such under the provisions of the 1940 Act, have adopted this Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms of the SEC thereunder.

 

1. Persons to Whom this Code of Ethics Applies

This Code of Ethics is applicable to each person who occupies the position of principal executive officer, principal financial officer, controller or principal accounting officer of a Fund (“Covered Officers”).

 

2. Relationship to Codes of Ethics Under Rule 17j-1

Each of the Funds is subject to, and has adopted a code of ethics pursuant to, Rule 17j-1 under the 1940 Act (“17j-1 codes”), applicable to directors, officers and employees of a Fund, the Fund’s investment adviser and, in the case of the JNL Series Trust and the JNL Investors Series Trust, those Funds’ principal underwriter.

 

The 17j-1 codes impose reporting and disclosure requirements on covered persons relating to their personal investment transactions in securities, as well as substantively regulate such transactions, as the Funds’ Board has determined to be reasonably necessary in order to prevent fraud, deceit or manipulative practices by such persons in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by a Fund.

 

The requirements of this Code of Ethics are in addition to, not in substitution for, the provisions of the 17j-1 codes that are applicable to Covered Officers to whom this Code of Ethics applies.

 

3. Substantive Requirements

 

a. Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

 

It shall be the responsibility of each Covered Officer to comply with the reporting, disclosure and pre-approval requirements of the 17j-1 codes of the Funds as are applicable to personal securities investments of such Covered Officer. No personal securities investment transaction by a Covered Officer that complies with the procedural, reporting, disclosure and other provisions of such 17j-1 codes as may be applicable to such transaction, shall be deemed to be a violation or constitute a waiver of any requirement of this Code of Ethics.

 

Effective: June 5, 2015

 

No Covered Officer shall derive any personal [1] financial or other benefit of a substantial nature as a result of his or her position as the principal executive officer, principal financial officer, controller or principal accounting officer, as the case may be, through or from a Fund, or through or from any person or entity doing business or seeking to do business with a Fund, including, without limitation, gifts or gratuities (other than customary business gifts, meals or business entertainment that are not extravagant), preferred investment opportunities, or cash payments of any amount.

 

The employment of a member of the immediate family of a Covered Officer by an entity doing business, or seeking to do business, with a Fund shall not be deemed a violation of this Code of Ethics if the Covered Officer shall have disclosed such employment to the Funds’ Board.

 

Any Covered Officer who shall, in his or her capacity as principal executive officer, principal financial officer, controller or principal accounting officer, receive or be offered any personal financial or other benefit that is or may be proscribed by this Code of Ethics promptly shall report same to the Funds’ Chief Legal Officer. [2] The Chief Legal Officer shall be, and hereby is, authorized to determine whether the receipt of such financial or other benefit is or would be proscribed by this Code of Ethics. If the Chief Legal Officer shall determine the receipt of any such personal financial or other benefit is or would be proscribed by this Code of Ethics, then the Chief Legal Officer may direct that such benefit refused or, if already received, that such benefit anonymously be donated to a charitable organization. Upon such donation, no violation of this Code of Ethics shall be deemed to have occurred by reason of the Covered Officer having received such personal financial or other benefit. The Chief Legal Officer’s determination that the offer to or receipt by a Covered Officer of a benefit is not a violation of this Code of Ethics shall not be deemed a waiver of any provision of this Code of Ethics.

 

The Chief Legal Officer shall maintain a record of reports, if any, by Covered Officers of the receipt or offer of personal financial or other benefits, and the Chief Legal Officer’s determinations and directions with respect to such reports.

 

b. Full, fair, accurate, timely and understandable disclosure in reports and documents the Funds file with, or submit to, the Commission and in other public communications made by the Funds.

 

 


1 For the purpose of this Code of Ethics, a “personal” benefit includes a benefit offered to or received by: a Covered Officer; a partnership in which the Covered Officer is a partner; a trust of which the Covered Officer is the grantor or beneficiary; a member of such Covered Officer’s “immediate family,” which includes the Covered Officer’s spouse, a child residing in the Covered Officer’s household (including a step or adoptive child), and any dependent of the Covered Officer as defined in section 152 of the Internal Revenue Code; a partnership in which any member of the Covered Officer’s immediate family is a partner; or a trust for the benefit of any member of the Covered Officer’s immediate family.

2 References herein to the Chief Legal Officer of the Funds shall include a designee of the Chief Legal Officer.

 

Effective: June 5, 2015

 

Each Covered Officer is responsible for the full, fair, accurate, timely and understandable disclosure in reports and documents the Funds file with, or submit to, the SEC and in other public communications made by a Fund, insofar as such disclosure or communication relates to matters within the scope of such Covered Officer’s responsibilities of office. Without limiting the generality of the foregoing, no Covered Officer willfully shall cause or permit any such disclosure or communication regarding a matter within the scope of his or her responsibility to: misstate a material fact; or omit to state a material fact necessary to make any statement made in any such disclosure or communication, in light of the circumstances in which such statement is made, not misleading.

 

c. Compliance with applicable governmental laws, rules and regulations.

 

A Covered Officer promptly shall report to the Chief Legal Officer of the Funds any non-compliance or apparent non-compliance by a Fund with applicable governmental laws, rules and regulations including, without limitation, federal securities laws, regarding any matter that is within the scope of office of such Covered Officer, and shall take such action, if any, as may be directed by the Chief Legal Officer with respect to the investigation or cure of such non-compliance or apparent non-compliance.

 

The responsibility of a Covered Officer pursuant to this Code of Ethics with respect to non-compliance or apparent non-compliance by a Fund with applicable governmental laws, rules or regulations shall be fully discharged upon such report to the Chief Legal Officer, unless such Covered Officer shall refuse or willfully fail to act as shall have been directed by the Chief Legal Officer in response to such report. The fact that a violation of applicable governmental laws, rules or regulations has, or may have, occurred shall not itself be deemed violation of this Code of Ethics. A determination by the Chief Legal Officer that a violation of applicable governmental laws, rules or regulations has, or has not, occurred shall not be deemed a waiver of any provision of this Code of Ethics.

 

d. Prompt internal reporting of violations of this Code of Ethics.

 

It is the responsibility of each Covered Person promptly to report to the Chief Legal Officer of the Funds any violation or apparent violation of this Code of Ethics by any Covered Person. The Chief Legal Officer shall maintain a record of the reports, if any, of violations or apparent violations of this Code of Ethics by any Covered Person.

 

The Chief Legal Officer shall determine, in response to any such report, whether or not a violation of this Code of Ethics has occurred and, in the event the Chief Legal Officer shall determine that a violation has occurred, shall report such violation to the Funds’ Board to which such violation relates.

 

e. Accountability for adherence to this Code of Ethics.

 

Effective: June 5, 2015

 

Compliance with the requirements of this Code of Ethics is a condition of office of each Covered Officer. In the event of violation of the requirements of this Code of Ethics by a Covered Officer, the Funds’ Board may take such action as it deems appropriate, including but not limited to removal from office with such Fund of the Covered Officer.

 

Each Covered Officer shall acknowledge in writing his or her receipt of a copy of this Code of Ethics, and his or her agreement that adherence to this Code of Ethics is a condition of office.

 

 

 

Effective: June 5, 2015

 

ACKNOWLEDGEMENT

 

 

The undersigned, as [principal executive officer][[principal financial officer][controller][principal accounting officer] of the Funds, hereby acknowledges receipt of a copy of the Funds’ Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.

 

The undersigned further acknowledges [his][her] understanding and agreement that adherence to the requirements of the Code of Ethics is a condition of office with the Funds.

 

 

  Signature  
     
     
  Printed Name  
     
     
  Title  
     
     
  Date  
     

 

Effective: June 5, 2015

  EX. 99.28(p)(2)


 

CODE OF CONDUCT DOING WHAT’S RIGHT

 

 
 

Table of Contents

 

 

 

Chairman’s Letter 1

 

Doing What’s Right 2

 

How to report a concern 3

 

Key Principles of our code 4

 

What You Should Know about Our Code of Conduct 5-10

Our values 5

Purpose of our Code 6

Who must follow this Code? 6

Waivers of the Code for executive officers 6

What is expected of employees? 7

Cooperating with Regulatory Agencies 8

What is expected of managers? 8

Managing Risk as a Manager 8

Responsibility to ask questions and report concerns 8

What happens when a concern is reported? 9

Zero tolerance for retaliation 9

Cooperating with an investigation 9

Direct Communication with Government and Regulatory Authorities 10

Communication of Trade Secrets to Government and Regulatory Authorities 10

 

 

Respecting Others 11-14

Mutual respect and professional treatment 11

Harassment-free environment 13

Safety and security 14

Managers’ responsibilities 14

 

Avoiding Conflicts 15-24

Overview 15

Gifts and entertainment 16

Outside employment and business dealings 19

Outside service as a director, officer, general partner, political appointment or elected position 21

Ownership of an outside business 22

Fiduciary appointments 22

Personal investment decisions 22

Dealing with family and close personal friends 23

Corporate opportunities 24

 

Conducting Business 25-28

Fair competition and anti-trust 25

Anti-corruption and improper payments 27

Combating financial crime and money laundering 28

 

Working with Governments 29-30

Your obligations 29

Basic principles 30

 

Protecting Company Assets 31-37

Financial integrity 31

Additional standards for senior financial professionals 32

Use of company assets 32

Protecting client and employee records and observing our privacy principles 33

Records management 34

Use of computers, systems and corporate information 34

Inside or proprietary information 36

 

Supporting our Communities 38-40

Political activities 38

Investor and media relations 39

Charitable contributions and corporate sponsorship 40

Participating in trade associations, conferences and speaking engagements 40

 

Additional Help 41-42

 

 

 

 

 

 

 

 

The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do What’s Right . The most current version of the Code can be found on MySource.

 

Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.

 
 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 
 

 

 

Doing What’s Right

 

At BNY Mellon, “ Doing What’s Right ” means

• Contributing to an ethical culture is expected and valued,

• Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards,

• Fostering honest, fair and open communication,

• Demonstrating respect for our clients, communities and one another,

• Being accountable for your own and team actions, and

• Being willing to take a stand to correct or prevent any improper activity or business mistake.

 

How to Do What’s Right

• Put company values, policies and procedures into action,

• Know the laws and regulations affecting your job duties and follow them,

• Take responsibility for talking to someone if you see a problem, and

• Ask questions if you are unsure of the right thing to do.

 

When you are uncertain, ask yourself these questions

• Could the action affect the company’s reputation?

• Would it look bad if reported in the media?

• Am I uncomfortable taking part in this action or knowing about it?

• Is there any question of illegality?

• Will the action be questionable with the passage of time?

 

If the answer to any of these questions is “yes,” ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Don’t stop asking until you get the help you need.

 

It’s your obligation to Do What’s Right .

2

 

 

 

 

 

 

 

 
 

 

How to report a concern:

 

 

Ethics Help Line

 

 

 

 

 

 

 

 

 

 

 

Ethics Hot Line

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incident Reporting

 

 

 

Director’s Mailbox

 

 

Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.

 

Ethics Help Line (operated by members of the company’s Ethics Office)

• United States and Canada: 1-888-635-5662

• Europe: 00-800-710-63562

• Brazil: 0800-891-3813

• Australia: 0011-800-710-63562

• Asia: appropriate international access code +800-710-63562 (except Japan)

• Japan: appropriate international access code +800-710-6356

• All other locations: call collect to 412-236-7519

 

Please note that your phone call can be anonymous.

 

E-mail: ethics@bnymellon.com (To remain anonymous, please use the telephone help line for reporting your concern.)

 

Ethics Hot Line (operated by EthicsPoint, an independent hotline administrator)

• United States and Canada: 1- 866-294-4696

• Outside the United States dial the AT&T Direct Access Number for your country

and carrier, then 866-294-4696

AT&T Direct Access Numbers by Country/Carrier

• United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011;

NTL 0-800-013-0011

• India: 000-117

• Brazil: 0-800-890-0288

• Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288

• Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111

• Australia: Telstra 1-800-881-011; Optus 1-800-551-155

• Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266

• Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

Web Report: http://www.ethicspoint.com (hosted on EthicsPoint’s secure servers and is not part of the company’s web site or intranet).

 

Please note that all contacts to EthicsPoint can be anonymous.

 

Incident Reporting

If your concern involves potential criminal or unusual client activity, you must file an Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.

 

Director’s Mailbox

If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-managementdirector@bnymellon.com or by postal mail addressed to:

BNY Mellon Corporation

Church Street Station

PO Box 2164

New York, New York 10008-2164 USA

Attention: Non-Management Director

 

Please note the postal mail option can be anonymous.

3

 
 

Key Principles of Our Code

 

Respecting others

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals

in compliance with legal requirements and because it’s the right thing to do.

 

Avoiding conflicts

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

 

Conducting business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

 

Working with governments

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

 

Protecting Company assets

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

 

Supporting our communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.

 

 

4

 
 

What you should know about our Code of Conduct

 

Our Values

Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.

 

Client Focus: Putting the client at the center of all that we do

Integrity: Acting with the highest ethical standards for our company, our employees and our clients

Teamwork: Fostering collaboration and diversity to empower employees to build relationships and deliver insights

Excellence: Setting the standard for leading-edge solutions, innovation and continuous improvement

 

What our values do:

• Explain what we stand for and our shared culture

• Span geographies and lines of business

• Represent the promises made to our clients, communities, shareholders and each other

• Are critical to our success

 

At the foundation of our Code of Conduct are our Values – Client Focus, Integrity, Teamwork and Excellence .

 

Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.

 

5

 
 

 

Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional. It’s how we do business: it’s the embodiment of Doing What’s Right .

Purpose of our Code

Today’s global marketplace is filled with a host of new challenges and changes, but one constant guides us — the mandate to meet the highest standards of legal and ethical integrity.

The Code of Conduct is the foundation of our commitment to Doing What’s Right , but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. You’re expected to use common sense and good judgment, and seek advice when you’re unsure of the proper response to a particular situation.

The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.

Who must follow this Code?

All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.

Waivers of the Code for Executive Officers

Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the company’s Board of Directors (or a committee of the Board) and disclosed promptly to shareholders. Individuals who are deemed to be “executive officers” of BNY Mellon will be notified as appropriate.

 

 

6

 
 

 

 

 

 

Q & A

Q: I work outside of the U.S. Do U.S. laws apply to me?

A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the US. The reverse may also be true — other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.

_________________________________________________________________________________________

What is expected of employees?

You’re responsible for contributing to our culture of Doing What’s Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location. In these situations, you’re expected to follow the more restrictive rules.

You’re expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, it’s your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.

No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.

Identifying and managing risk is the responsibility of every employee. You’re required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.

You’re expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the company’s business, the matter will be reported to the appropriate authorities.

You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the company’s intranet site. If you need assistance or do not have access to a PC, ask your manager for help.

You’re obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.

7

 
 

 

_____________________

Q & A

 

Q: What is my role in managing risk?

 

A: Each employee plays an important role in managing risk when you:

 

• Perform your job with integrity and in compliance with policies, procedures and the law

 

• Adhere to the controls established for your business

 

• Ask questions if instructions are not clear or if you are unsure of the right thing to do

 

• Escalate issues immediately to your manager (e.g., an error, a missed control, wrongdoing or incorrect instructions)

 

Doing What’s Right means being accountable for your own and your team’s actions, and being willing to take a stand to correct or prevent any improper activity or a business mistake.

__________________________

Cooperating with Regulatory Agencies

 

All employees are required to cooperate with regulators. Your communications with regulatory personnel are expected to be responsive, complete and transparent. Any commitments you have made in response to exam findings and any responses to regulatory information requests are to be completed within the agreed time frame. You must notify your manager immediately should situations arise that make it unlikely that you will meet the agreed upon commitments. In addition, your compliance officer should be advised of any delays in meeting regulatory commitments.

 

What is expected of managers?

 

Those who manage or supervise others have a special obligation to set an example in Doing What’s Right . Some of the ways you’re expected to demonstrate this leadership include:

• Creating a culture of risk management, compliance and ethics,

• Considering risk in all your decision making,

• Reinforcing with your staff the importance of early identification and escalation of potential risks to the appropriate managers,

• Ensuring employees have the relevant resources to understand their job duties,

• Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise,

• Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation,

• Reporting instances of non-compliance to the proper management level,

• Taking appropriate disciplinary action for compliance and ethics violations, and

• Reviewing the Code of Conduct no less than annually with your staff.

 

Managing risk as a manager

As a manager, you must always consider risk in your decision making. You are required to understand fully the risk, compliance and regulatory issues that may impact the areas you serve. You are required to escalate any concerns immediately to the appropriate management level to ensure the requisite attention is given to the matter. In addition, any corrective measures must be implemented timely, thoroughly and in a sustainable manner.

 

Responsibility to ask questions and report concerns

You are required to speak up immediately if you have a question or concern about what to do in a certain situation or if you believe someone is doing — or about to do — something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly.

 

8

 
 

 

 

 

 

 

_____________________

Q & A

 

Q: Where do I go for help if I’m uncomfortable talking to my management?

 

A: You can contact the Ethics Help

Line or the Ethics Hot Line. The

contact information is located in the

Code of Conduct, on MySource and on the company’s public Internet site.

__________________________

 

_____________________

Q & A

 

Q: Can I report a concern anonymously?

 

A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.

__________________________

If you have a question or concern, your manager is usually a good place to start.

Other people you may go to for help or advice are:

• Your manager’s manager

• Your line of business Compliance officer

• Someone in the Human Resources or the Legal department

 

You must speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.

 

You can also visit the Doing What’s Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.

 

What happens when a concern is reported?

When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.

 

These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.

 

Zero tolerance for retaliation

Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.

 

Cooperating with an investigation

You’re required to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.

 

Remember, investigations are confidential company matters. To protect the integrity of the investigation, you are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with other employees or the public.

 

 

 

 

9

 

  

   
 
 

__________________________

 

 

 

At the same time, this requirement for confidentiality does not prohibit you from reporting legal violations to any governmental or regulatory body or official(s) or finance-related self-regulatory organization (collectively, “Governmental Authorities”), and you may do so either during or after your employment without notice to the Company. Furthermore, no BNY Mellon policy or agreement is meant to prohibit you from doing so, or from participating in any benefits involved in such reporting. The only restriction in this regard is that you are not authorized to disclose information covered by the Company’s attorney-client privilege.

 

Direct Communication with Government and Regulatory Authorities

The confidentiality of our information and the protection of that information is a theme that recurs several times in this Code and in many of our policies. However, nothing in this Code, in those policies, or in any agreement with BNY Mellon is meant to prohibit you from:

• initiating communications directly with, cooperating with, providing relevant information to or otherwise assisting in an investigation by any Governmental Authorities regarding a possible violation of law;

• testifying, participating or otherwise assisting in an action or proceeding by a Governmental Authority relating to a possible violation of law; or

• participating in any benefits for information provided to Government Authorities in the manner described in the first or second points above.

 

You are permitted to report in this manner both during and after your employment here irrespective of any confidentiality agreements you may have signed or policies in place during your employment and without providing notice to the Company. The only restriction is that you are not authorized to disclose information covered by the Company’s attorney-client privilege.

 

Communication of Trade Secrets to Government and Regulatory Authorities

While the Code prohibits you from revealing “trade secrets” outside of the Company, you may do so without facing criminal or civil liability if:

• the material is revealed in confidence solely for the purpose of reporting or investigating a suspected violation of law to a Federal, State, or local government official, either directly or indirectly, or to an attorney; or

• the material is revealed in a complaint or other document filed under seal in a lawsuit or other proceeding. Note that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and may use the trade secret information in the court proceeding. In such cases, trade secret information must be filed under seal, and it may be disclosed only under a court order.

 

 

   

 

 

 

 

 

 

 

10

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 
 

 

Respecting Others

 

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

 

Key Principle: Respecting Others

 

Mutual respect and professional treatment

 

Harassment-free environment

 

Safety and security

 

Managers’ responsibilities

 

 

 

 

 

 

 

 
 

 

 

Key Principle: Respecting Others

 

Mutual respect and professional treatment

 

One of our values is Teamwork and nothing damages a team more quickly

than a lack of mutual respect. For our company to be successful, we all

must work together toward common goals. Employees and managers

share a mutual responsibility to keep one another informed of any information

that may be important to job performance and to understanding

the organization. You’re expected to treat your fellow employees

professionally — it’s what we owe each other in the workplace.

 

The company recognizes your right to form personal relationships with

those you meet in the workplace; however, you’re expected to use good

judgment to ensure your personal relationships do not negatively affect

your job performance or interfere with your ability to supervise others.

Favoritism, open displays of affection and making business decisions

based on emotions or personal relationships are inappropriate.

 

Situations that involve borrowing money, or making loans between

employees, or between one employee and a family member of another

employee must be avoided, unless it is of an incidental nature involving a

minimal amount of money. Managers should be particularly sensitive to

situations involving lending money to those who report to them and avoid

these workplace situations.

 

( Reference: Gifts, Entertainment and Loans from One Employee to Another )

 

_____________________________________________________________

Q & A

 

Q: I asked a question in a staff meeting and the response I received was offensive — several people laughed at me and I was mortified. What should I do?

 

A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be expressed and respectful debate occurs. It’s okay to disagree with a colleague. However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.

________________________________________________________________________________________

 

11

 
 

 

 

Key Principle: Respecting Others

 

Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.

 

( Reference: Gifts, Entertainment and Loans from One Employee to Another )

 

Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. In addition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.

 

( Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’

Household)

 

12

 
 

 

Harassment-free environment

 

BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.

 

Harassment also includes disrespectful behavior or remarks that involve a person’s race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.

 

Some countries have specific laws concerning sexual harassment that include:

• Intentional or unintentional, unwelcome sexual advances with or without touching

• Coerced sexual acts

• Requests or demands for sexual favors

• Other verbal or physical conduct of a sexual nature

 

Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees’ actions toward clients and vendors.

 

Harassment of any kind will not be tolerated in the workplace.

 

_______________________________________________________________

Q & A

 

Q: A colleague makes comments about my appearance that make me feel uncomfortable. I’ve told my colleague that I don’t like these comments, but they continue and I’m told I’m too sensitive. What am I supposed to do?

 

A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.

__________________________________________________________________________

 

 

13

 
 

 

Key Principle: Respecting Others

 

Safety and security

 

BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:

 

• You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated.

 

• You may not use, possess, sell or transfer illegal drugs on company property. In addition, you won’t be permitted to work if you’re using illegal drugs or impaired by alcohol.

 

• You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment.

 

• You should be alert to individuals who are on company premises without proper authorization. Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel.


( Reference: Company Identification Card Issuance; Display and Use of Company Identification )

 

_____________________________________________________________

Q & A

 

Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?

 

A: You should notify your manager immediately. If you’re uncomfortable discussing this with your manager, contact Human Resources.

________________________________________________________________________

 

Managers’ responsibilities

 

As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.

 

Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.

 

 

 

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It’s your obligation to Do What’s Right .

 

 

 

 
 

 

Key Principle: Avoiding Conflicts

 

Avoiding Conflicts

 

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

 

Gifts and entertainment

 

Outside employment and business dealings

 

Outside service as a director, officer or general partner

 

Ownership of an outside business

 

Fiduciary appointments

 
 

 

Personal investment decisions

 

Dealing with family and close personal friends

 

Corporate opportunities

 

 

 

 

 

Key Principle: Avoiding Conflicts

 

Overview

 

The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellon’s reputation. You’re expected always to act in a way that reflects our commitment to integrity and responsible business behavior.

 

A conflict of interest is any situation where your interests, and the company’s interests or the interests of our clients appear to be in opposition. When you’re in such a situation, it may be difficult to objectively fulfill your job duties and your loyalty to the company or to our clients and may be compromised — or appear to be compromised. Every business decision you make should be in the best interests of the company and our clients and not for your own personal gain or benefit. So you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon or its clients. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative or close friend at the expense of the company’s or a client’s best interests.

 

If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. You’re expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.

 

( Reference: Business Conflicts of Interest)

 

Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.

 

 

15

 
 

 

Key Principle: Avoiding Conflicts

 

Gifts and entertainment

 

Our clients, suppliers and vendors are vital to BNY Mellon’s success. That’s why it’s imperative that these

relationships remain objective, fair, transparent and free from conflicts. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, it’s recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.

 

Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellon’s reputation.

 

If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.

 

_______________________________________________________________

Q & A

 

Q: My line of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since we’re not getting anything of value, can we assume this is allowable?

 

A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.

_________________________________________________________________________________________

 

The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, company sponsored events,

food, drink, and any similar items.

 

In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.

 

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The following are NOT allowed, regardless of the value:

 

• Accepting or giving anything as a “quid pro quo”, that is for doing something in return for the gift or entertainment,

 

• Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans),

 

• Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellon’s reputation,

 

• Accepting or giving anything that could be viewed as a bribe, payoff or improper influence,

 

• Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification,

 

• Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business,

 

• Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier,

 

• Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices,

 

• Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services,

 

• Participating in any action that would cause the other person to violate their own company’s standards for gifts and entertainment, and

 

• Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records.

 

Q & A

 

Q: I am vacationing in the Caribbean and my client has a home on the island that I’m visiting. She’s been asking me to stay in her home. I’ll make sure we discuss business and I may even be able to get some business referrals from her friends. There won’t be any expense to BNY Mellon. Can I stay in the client’s home?

 

A: No. Staying in a client’s home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the company’s reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.

_______________________________________________________________________________________________________________

 

 

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Key Principle: Avoiding Conflicts

 

The following require express preapproval or reporting via CODE RAP before you proceed. Approval is required whether you’re the recipient of the gift or entertainment, or you’re providing such to a client, vendor or supplier:

 

• Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount,

 

• Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets,

 

• Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and

 

• Giving gifts or entertainment to any U.S. government employee/entity (U.S. or non-U.S.)

– The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Anti-Corruption and Government Contracting Unit of Compliance with questions.

 

The following are usually acceptable, but you should raise questions if you’re in doubt:

 

• Gifts based upon obvious family or long-standing, personal relationships (such as those between you and

your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship,

 

________________________________________________________________

Q & A

 

Q: I’m worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly “entertaining” clients. Should I be worried?

 

A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. It’s possible

that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If you’re uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern.

 

_________________________________________________________________________________________

 

• Gifts of a nominal value (under $200 U.S. or local equivalent), but only if the gift is given in connection with

a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager,

 

• Promotional items of a nominal value, such as pens, calendars, paperweights,

 

• Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations,

 

 

 

 

 

 

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• Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and

 

• Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes.

 

If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender. If appropriate, you should send a letter explaining the company’s policy or your business line’s policies.

 

( Reference: Gifts, Entertainment and Other Expenses to Commercial Clients, Suppliers or

Vendors Policy and Anti-Corruption Policy )

 

Outside employment and business dealings

 

Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. It’s your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, benefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted.

 

Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:

 

• Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the company’s business,

 

• Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and

 

• Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources).

 

Q & A

 

Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?

 

A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If you’re concerned, you may want to talk with your manager. In addition, you can always contact your compliance Officer or the Ethics Office for guidance.

_________________________________________________________________________________________

 

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Key Principle: Avoiding Conflicts

 

Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:

 

• Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney),

 

• Employment involving providing tax advice or tax return preparation,

 

• Any type of employment in the financial services industry,

 

• Employment that could compete with the company or divert business opportunities in any way,

 

• Any position that is similar in nature to your present job duties and involves a “knowledge transfer” to

the other organization,

 

• Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company,

 

• Employment of any kind that would negatively impact the company’s financial or professional reputation,

and

 

• Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients).

 

Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the company’s name, time, property, supplies or equipment. All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )

 

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Outside service as a director, officer, general partner, political appointment or elected position

 

You must obtain prior approval before you serve as a board member, officer or general partner of the following:

 

• All for-profit companies, and

• Non-profit entities, where any of the following circumstances exist:

 

– There is a client, business or financial relationship between the entity and BNY Mellon, including receiving charitable contributions, grants or foundation money.

– The entity is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute).

– You receive any type of compensation (e.g., cash, securities, goods, services).

– You have been asked by BNY Mellon to serve the organization.

– The entity is any type of government agency or your position is considered to be a public official (whether elected or appointed).

 

You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODE RAP. If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or you’re serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.

 

Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:

 

• Never attempt to influence or take part in votes or decisions that may lead to the use of a BNY Mellon product, service or other type of benefit to the company; the entity records must reflect that you abstained from such a vote or discussion.

 

• You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign.

 

( Reference: Accepting Compensation When Serving as a Board Member or Senior Officer

of an Outside Entity )

 

________________________________________________________________

Q & A

 

Q: I’ve been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I don’t have any business dealings with the non-profit group and don’t work in Wealth Management. Do I have to report this?

 

A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.

________________________________________________________________________________________________________________

 

 

 

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Key Principle: Avoiding Conflicts

 

Ownership of an outside business

If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership

via CODE RAP. You’ll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )

 

 

Fiduciary appointments

 

Fiduciary appointments are those where you act as a trustee, executor, administrator, guardian, assignee, receiver, custodian under a uniform gifts to minors act, investment adviser, or any capacity in which you possess investment discretion on behalf of another or any other similar capacity. In general, you’re strongly discouraged from serving as a fiduciary unless you’re doing so for a family member. All requests to serve as a fiduciary, with the exception of serving for a family member who is not a BNY Mellon client, requires approval through CODE RAP.

 

If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity. In all situations where you’re acting as a fiduciary, you must follow these guidelines:

• Do not represent that you’re performing the same professional services that are performed by a bank, or that you have access to such services,

• Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and

• Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties.

 

 

Personal investment decisions

 

Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, you’re required to comply with the company’s Personal Securities Trading Policy , including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading.

Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and you’ll be expected to follow those rules.

 

In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy .

 

( Reference: Personal Securities Trading Policy )

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Dealings with family and close personal friends

 

You should be particularly sensitive to business situations involving family members, household members or close personal friends . In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This also includes situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility.

 

You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.

 

( Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household )

________________________________________________________________

Q & A

 

Q: A client of mine is considering hiring my wife as his accountant. I did not make the referral to my client. Is this okay?

 

A: This situation could cause a conflict of interest, and you should contact your manager and your Compliance Officer immediately. If your wife is acting as your client’s accountant, she may be relying upon information BNY Mellon provides on the client’s account. This is a situation that puts you in a potential conflict of interest, so you may be required to resign from the client’s account if he hires your wife.

_________________________________________________________________________________________

 

Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?

 

A: It doesn’t appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.

__________________________________________________________________________

 

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Key Principle: Avoiding Conflicts

 

Corporate opportunities

 

You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon.

 

Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it.

 

You may not give legal, tax or other professional advice to clients, prospects, vendors or suppliers of the company You may not give investment advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.

 

If you make such a recommendation, you must follow these requirements:

 

• Provide several candidates and ensure you show no favoritism toward any of them

 

• Disclose in writing that the recommendations are in no way sponsored or endorsed by the company

 

• Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation

 

 

All transactions with your clients, suppliers or vendors must be handled strictly on an “arm’s length basis”, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage.

24

 
 

 

 

 

 

It’s your obligation to Do What’s Right .

 

 

 

 

 
 

Key Principle: Conducting Business

 

Conducting Business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

 

Fair Competition and Anti-Trust

 

Anti-Corruption and Improper Payments

 

Combating Financial Crime an d Money Laundering

 

 

 

 

 

 
 

Key Principle: Conducting Business

 

Fair Competition and Anti-Trust

 

BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.

 

All BNY Mellon entities must comply with the various “fair competition” and “fair dealing” laws that exist in many countries and “anti-trust” laws in the U.S. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:

 

• Fixing prices or terms, or any information that impacts prices or terms,

 

• Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents,

 

• Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and

 

• Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products.

 

The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:

 

• Manipulation,

 

• Concealment,

 

• Abuse of privileged information,

 

• Misrepresentation of material facts, or

 

• Any other unfair-dealing practices.

________________________________________________________________

Q & A

 

Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?

 

A: Yes. You’re discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.

_________________________________________________________________________________________

 

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Key Principle: Conducting Business

 

The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:

 

• The laws can vary within the same country or organization. For example, several states within the U.S. have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws,

 

• The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the U.S. and EU),

 

• Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned,

 

• Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential

violations. If you’re involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and

 

• Many countries’ competition laws have provisions that make it illegal to monopolize or to abuse a dominant

position in a market. You should check with the Legal department if you’re a senior manager of a business and have concern about these issues.

 

Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate “espionage” or unethical means to gain advantage on the competition. You’re expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws.

 

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Anti-Corruption and improper payments

 

Most countries in which we do business have laws that prohibit bribes to governments, their officials and commercial (non-government) clients. The term “officials” can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned businesses. BNY Mellon employees are subject to the Foreign Corrupt Practices Act and the UK Bribery Act. You must comply with these laws regardless of the line of business in which you work or your country of residence.

 

Any attempt to pay or offer money or anything of value to influence the actions or decisions of such officials may result in a violation of the above-referenced laws. Violation of these laws is a serious offense which can lead to significant penalties for the company and for you individually. You’re required to comply fully with the Company’s Anti-Corruption Policy and adhere to all associated rules including the following:

• Do not offer or give anything of value (including gifts, meals, entertainment or other benefits) to a U.S. or non-U.S. “official” to obtain or retain business or secure any improper advantage.

Note in particular that “things of value” may include jobs or internships or offers thereof. Company Policies require that any and all candidates for employment (whether permanent, limited duration or as an intern) proceed through the formal HR recruiting process. You must not engage in informal recruiting, hiring or hiring discussions outside of the formal HR recruiting process. In addition, “things of value” may also include consulting, contractor or temporary work assignments at BNY Mellon, whether or not a third party employment staffing agency is involved. You must adhere to all internal controls applicable to such arrangements.

• Do not agree to hire or exert any influence in the hiring of any client or potential client or any relative or other person in whom the client or potential client may be interested,

• Do not accept or present anything if it obligates you, or appears to obligate you and ensure that all hospitality, entertainment and gifts are in accordance with applicable corporate policies and preceded by all required internal approvals,

• Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers,

• Never make any payment that you do not record on company books and records, or make misleading accounting entries,

• Seek guidance when circumstances are unclear or you’re asked to make or approve a payment or take any other action that makes you uncomfortable, and

• Report any observations of others engaging in any behavior that you believe is improper.

 

( Reference: Anti-Corruption Policy )

 

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Key Principle: Conducting Business

 

Combating financial crime and money laundering

Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or otherwise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. You’re expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.

 

It is critical to the health of the company that every employee adheres to the company’s strict “know-your-customer” policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. You’re expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.

 

Q & A

 

Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?

 

A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. You’re obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.

_________________________________________________________________________________________

 

Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.

 

( References: Global Anti-Money Laundering/Know-Your-Customer Policy; Tax Evasion Prevention Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc. )

 

 

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It’s your obligation to Do What’s Right .

 

 

 

 

 

 
 

 

Key Principle: Working with Governments

 

Working with Governments

 

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

 

 

Your Obligations

 

Basic Principles

 

 

 

 

 

 

 
 

 

Key Principle: Working with Governments

 

Your Obligations

 

BNY Mellon conducts business with national and local governments and with government owned entities.

While you must always follow the standard of Doing What’s Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.

 

If you’re involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).

 

If you’re a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the U.S., have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure you’re following requirements of the law.

________________________________________________________________

Q & A

 

Q: I have clients in a country where some businesses have been “nationalized” and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?

 

A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.

_________________________________________________________________________________________

 

Q: I’m hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?

 

A: Yes. You may not proceed until you’ve received approval via CODE RAP from the Anti-Corruption and Government Contracting Unit of Compliance.

 

________________________________________________________________________________________________________________

 

 

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Key Principle: Working with Governments

 

Basic principles

 

• Know the restrictions or limitations on presenting and receiving hospitality.

– Do not offer or accept gifts to or from representatives of governments that do not comply with company policies,

– Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and

– Don’t “tip” government officials or offer “inducement” payments.

– Do not accept or present anything if it obligates you, or appears to obligate you.

 

• Observe a “higher standard of care.”

– Never destroy or steal government property,

– Don’t make false or fictitious statements, or represent that agreements have been met if they haven’t,

– Don’t deviate from contract requirements without prior approval from the government, and

– Never issue invoices or charges that are inaccurate, incorrect or unauthorized.

 

• Cooperate with government investigations and audits.

– Don’t avoid, contravene or otherwise interfere with any government investigation or audit, and

– Don’t destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government.

 

It’s important to note that in addition to the basic principles above, if your client is a U.S. federal, state or local government, there are very specific legal requirements and company policies that you must follow. These obligations apply to all businesses that deal with U.S. federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the U.S.

 

( References: Doing Business with the Government; Government Contracts; Gifts, Entertainment and Payments to Governments )

 

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It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 
 

 

Key Principle: Protecting Company Assets

 

Protecting Company Assets

 

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

 

Financial Integrity

 

Additional Standards for Senior Financial Professionals

 

Use of Company Assets

 

Protecting Client and Employee Records and Observing Our Privacy Principles

 

Records Management

 

Use of Computers, Systems and Corporate Information

 

Inside or Proprietary Information

 

 

 

 

 

 

 
 

 

 

Key Principle: Protecting Company Assets

 

Financial Integrity

 

BNY Mellon is committed to keeping honest, accurate and transparent books and records. You’re expected to follow established accounting and recordkeeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.

 

You may not have any secret agreement or side arrangements with anyone — a client, another employee or their family member, or a supplier, vendor or agent of the company.

 

The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.

 

Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:

• Accountants — to calculate taxes and other government fees,

• Investors — to make decisions about buying or selling our securities, and

• Regulatory agencies — to monitor and enforce our compliance with government regulations.

 

You’re expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification or misrepresentation of any company books, records or reports will not be tolerated.

________________________________________________________________

Q & A

 

Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I don’t want to get anyone in trouble, so what should I do?

 

A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

_________________________________________________________________________________________

 

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Key Principle: Protecting Company Assets

 

Additional Standards for Senior Financial Professionals

 

If you’re responsible for the accuracy of the company’s financial filings with regulators, you have a higher duty to ensure your behavior follows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:

 

• Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest,

 

• Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the U.S. Securities and Exchange Commission and other regulatory bodies,

 

• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised,

 

• Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the company’s system of internal controls, financial statements or accounting books and records, and

 

• Promptly report any possible violation of the company’s Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer.

 

Use of Company Assets

 

Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work — you’re expected to use your time at work responsibly. Company assets are to be used for legitimate business purposes and not for your personal gain. You’re expected to use good judgment to ensure that assets are not misused or wasted.

 

The company’s name and brand is a vital asset. To ensure that we maintain the integrity and value of the brand, it is imperative to adhere to the brand guidelines when using the name, logo or any reference to the brand. Details about the brand and brand guidelines are listed at the Brand Center site on MySource.

 

In addition to keeping within brand guidelines to ensure that the name and brand are used appropriately, the following is another important principle to protect these assets. You should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the company’s name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the company’s name or endorsement without first receiving approval through CODE RAP.

 

( Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others )

 

Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.

 

 

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Protecting client and employee records and observing our privacy principles

 

The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law.

 

Nearly every employee in the company has access to private information, so you’re expected to adhere to the following key principles concerning privacy:

 

• Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose.

 

• Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties.

 

• Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to “opt-out” of certain uses of information, then you must respect that right.

 

• Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When it’s necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information.

 

• Any compromise of client or employee information must be reported. If you’re aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that there’s been unauthorized access to information, you must immediately report the matter through the company’s incident reporting process.

 

Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation.

 

( Reference: Information Privacy Policy, Corporate Information Protection Policy )

________________________________________________________________

Q & A

 

Q: As part of my group’s job duties, we’re able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a client’s account that happens to be a very prominent sports figure. I don’t think this is right, but what should I do?

 

A: You’re correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

_________________________________________________________________________________________

 

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Key Principle: Protecting Company Assets

 

Global Records Management

Program

You must follow company and local policies for retention, management and destruction of records. If there’s an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases you’ll be notified of the need to retain documents by the Legal department, if appropriate.

 

Records should be defined in the broadest sense — meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business unit’s activities, events or transactions, or for operational, legal, regulatory or historical purposes.

 

The media and formats of records take many forms, including:

 

• Papers, e-mails, instant messages, other electronically maintained documents,

• Microfilms, photographs and reproductions,

• Voice, text and audio tapes,

• Magnetic tapes, floppy and hard disks, optical disks and drawings, and

• Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities.

 

( Reference: Records Management Program )

 

Use of computers, systems and corporate information

As an employee, you have access to the company’s computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.

 

Electronic systems include, but are not limited to:

 

• Personal computers (including e-mail and instant messages) and computer networks,

 

• Telephones, cell phones, voice mail, pagers and fax machines, and

 

• Other communications devices, such as PDAs (e.g. Blackberry, iPad, etc.)

 

Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.

 

You should have no expectation of privacy when you use these systems. You’re given access only to conduct legitimate company business and you’re expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with the law.

 

You’re expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore the confidentiality of your password.

 

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You’re permitted to use the company’s systems, but only if you follow these rules:

 

• Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging.

 

• Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law).

 

• Do not distribute copyrighted or licensed materials improperly.

 

• Do not transmit chain letters, advertisements or solicitations (unless they’re specifically authorized by the company).

 

• Never view or download inappropriate materials.

 

The occasional use of company systems for personal purposes is acceptable, but you’re expected to use good judgment. Keep personal use to a minimum. Personal use of these systems is a privilege, not

a right. Use them wisely and in a manner that would not damage the company’s reputation.

 

( References: Electronic Mail Policy; Corporate Information Protection Policy )

 

Q & A

 

Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. I’m concerned because I don’t think this information is protected properly. He says it’s okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?

 

A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you don’t raise your concern, you may be as responsible as your co-worker for violating company policies. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

_________________________________________________________________________________________

 

 

 

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Key Principle: Protecting Company Assets

 

Inside or proprietary information

As an employee, you may have knowledge about the company’s businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.

 

It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. You’re expected to protect all such information and failure to do so will not be tolerated.

 

If you’re uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of “inside” or “proprietary” information.

 

Inside information

Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.

 

Q & A

 

Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a client’s money and he has an investment in the same fund. To protect my client’s interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and I’m not benefiting personally by trading on behalf of my client?

 

A: No. You’re in possession of material non-public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.

_________________________________________________________________________________________

 

If you’re in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients. Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The company’s Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.

 

 

 

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Proprietary information

 

Proprietary information includes business plans, client lists (prospective and existing), marketing strategies, any method of doing business, product development plans, pricing plans, analytical models or methods, computer software and related documentation and source codes, databases, inventions, ideas, and works of authorship. Any information, inventions, models, methods, ideas, software works or materials that you create as part of your job responsibilities or on company time, or that you create using information or resources available to you because of your employment by the company, or that relate to the business of the company, belong to the company exclusively and are considered proprietary information.

 

Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary. The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.

( References: Securities Firewalls, Personal Securities Trading Policy, Ownership and Protection of Intellectual

Property )

 

Company-produced policies, procedures or other similar work materials are proprietary and, while they may be shared with other employees, they cannot be shared with anyone outside of the company without prior consent of the policy owner and legal counsel.

 

These restrictions on the communication of proprietary information notwithstanding, employees are permitted to communicate certain proprietary information to regulatory authorities as detailed in the sections Direct Communication with Government and Regulatory Authorities and Communication of Trade Secrets to Government and Regulatory Authorities above.

 

Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.

 

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Key Principle: Supporting our Communities

 

Supporting our Communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.

 

Political Activities

 

Investor and media relations

 

Charitable contributions and corporate sponsorship

 

Participating in trade associations, conferences and speaking engagements

 
 

 

Key Principle: Supporting our Communities

 

Political Activities

Personal Political Activity

BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:

 

• Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company.

• Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources.

• You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution.

• Your political activities may not affect your objectivity or ability to perform your job duties.

• You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business.

• You may be required to pre-clear personal political contributions made by you, and in some cases, your family members.

 

( Reference: Political Contributions Policy )

 

Lobbying

Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain “grass roots” activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the U.S. and is gaining influence within the EU and other locations.

 

If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Marketing & Corporate Affairs or the Legal department for guidance:

 

• Government contract sales or marketing

 

• Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation

 

• Meeting with legislators, regulators or their staffs regarding legislation

 

Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.

 

( Reference: Procurement Lobbying )

Q & A

Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy person’s home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?

 

A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that you’re acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that you’re going on your own time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.

________________________________________________________________________________________________________________

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Key Principle: Supporting our Communities

 

Corporate political activities

 

The laws of many countries, including the U.S., set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.

 

Investor and media relations

 

Investor Relations

 

All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.

 

Media relations

Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.

 

If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.

 

( Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Company’s

Name in Advertising or Endorsements of Customers and Others )

Q & A

Q: I have been asked to provide a statement about BNY Mellon’s experience with a vendor’s product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?

 

A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications.

BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.

_________________________________________________________________________________________

 

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Charitable contributions and corporate sponsorship

 

The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:

• Your activities may not interfere or in any way conflict with your job duties or with company business.

• You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company.

• You may not imply the company’s sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business.

• You may not use your position for the purpose of soliciting business or contributions for any other entity.

• You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business.

 

From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees’ time or company funds).

Ask your manager if you’re unclear whether or not the event in question is considered to be company sponsored.

 

( Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others )

 

Participating in trade associations, conferences and speaking engagements

 

You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.

 

In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.

 

If you perform public speaking or writing services on behalf of BNY Mellon, any form of compensation, accommodations or gift that you or any of your immediate family members receive must be reported through CODE RAP. Remember, any materials that you may use must not contain any confidential or proprietary information. The materials must be approved by the Legal Department and the appropriate level of management that has the topical subject matter expertise.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )

 

 

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Additional Help

 

This section contains additional questions and answers about the requirements of our Code.

Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. You’re expected to take advantage of these resources.

 

Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?

 

A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign. In addition, be aware that certain political contributions must be reported and/or pre-cleared.

 

Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?

 

A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.

 

Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?

 

A: No. Company property and equipment may not be used for a political purpose without authorization from Marketing & Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.

 

Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesn’t care about his own company’s policy, can I give him the tickets?

 

A: No. If you know that giving him the tickets will violate his own company’s policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.

 

Q: One of the vendors we’re considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his company’s proposal so that we can make a more informed decision. We’ll be talking about business, and there won’t be much money spent on a round of golf and a modest dinner. Is this okay?

 

A: No. You’re evaluating vendors to provide a service. It’s always inappropriate to receive or give entertainment when the company is in the middle of a selection process.

 

Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?

 

A: No. Accepting a free trip from a vendor is never permissible. If you’re interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. You’ll be required to file a CODE RAP form if your manager agrees it’s appropriate to attend the conference and you’re requesting permission to permit the vendor to pay for part of your conference attendance.

 

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Q: We’re entitled to a large payment from a government client if we certify that we’ve met all service level agreements on time. We’re not sure whether a few very minor items have been completed, but they’re not that important to the service. It’s close to the end of the quarter and we’d like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?

 

A: No. You cannot submit the invoice and certification until you’re certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submitted to the government be completely accurate.

Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?

 

A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, you’re required to file a CODE RAP form immediately afterward.

 

Q: I would like to take a part-time job working for my brother’s recycling business. His business has no relationship with the company and the work I’ll be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?

 

A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you don’t use any company equipment or supplies. You don’t need to file a CODE RAP form, since you’re not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if you’re uncertain.

 

Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what

she was doing, and she told me that her son’s school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her son’s school and that it was the right thing to do. I am

friendly with my colleague and I don’t want to get her in trouble. What should I do?

 

A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased

by our company are to be used for business needs only. Your colleague had no right to take these supplies for

any purpose, even if it seems like a good cause.

 

 

 

 

Remember

 

All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.

 

If faced with a situation in which you’re unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Don’t hesitate to use them and Do What’s Right !

 

 

42

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

©2017 The Bank of New York Mellon Corporation. All rights reserved .  

PE-1199 January/2018

 

 


 

 

 

Personal Securities Trading Policy

 

Compliance

 

 

 

 

I-A-045

Posting Date: December 22, 2017

Applicable to: All BNY Mellon employees

 

 

 

 

 
 

Information Classification: Public

 

 

 

 

 

I-A-045: Personal Securities Trading Policy

 

 

Table of Contents

 

A.   Introduction/Purpose 1
B.   Applicability and Scope 1
C.   Policy Details/Discussion 1
1.   General Requirements 1
2.   Additional Requirements 4
3.   Compliance with this Policy 4
4.   Reporting Violations 4
5.   Policy Administration 4
D.   Roles and Responsibilities 4
1.   Ethics Office 4
2.   Function-Level Compliance Unit 6
3.   Business Management 6
4.   Legal Department 6
5.   Technology Department 6
6.   Investment Ethics Council (IEC) 7
E.   Questions 7
F.   Ownership 7
G.   Related Policies 7
H.   Revision History 7
Appendix A: Requirements for Monitored Employees 9
A.   Monitored Personal Trading Activity 9
B.   PTA Reporting 9
1.   Initial Reporting 9
2.   Annual Reporting 9
C.   Updating PTA 9
1.   New Accounts 9
2.   Gifts and Inheritances 10
3.   Updating Holdings 10
D.   Approved Broker-Dealers 10
E.   Account Statements and Trade Confirmations 10
F.   Classification-Specific Requirements 10

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G.   Summary 10
Appendix B: Requirements for ADM Employees 11
A.   Proprietary Funds 11
B.   PTA Reporting 11
C.   Preclearing Trades in PTA 11
1.   De Minimis Transactions 11
2.   Proprietary Fund Transactions in the Company’s 401(k) plan 12
D.   Profit Disgorgement on Short-Term Trading 12
E.   Initial Public Offerings 13
F.   Private Placements 13
1.   Acquisition 13
2.   Approval Considerations 13
3.   Approval to Continue to Hold Existing Investments 13
G.   Additional Reporting Requirements for ADM Employees 13
1.   Special Purpose ADM Quarterly Securities Report 13
2.   Contemporaneous Disclosure 14
H.   Restrictions for ADM Employees 15
I.   Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY 15
1.   Transactions and Holdings in Micro-Cap Securities 15
2.   Requirement for Newly Designated MCADM Employees 16
Appendix C: Additional Requirements for Investment Employees 17
A.   Proprietary Funds 17
B.   PTA Reporting 17
C.   Preclearing Trades in PTA 17
1.   De Minimis Transactions 17
2.   Proprietary Fund Transactions in the Company’s 401(k) plan 18
D.   Profit Disgorgement on Short-Term Trading 19
Appendix D: Requirements for Insider Risk, Fund Service, Service, and Fund Officer Employees 20
A.   Insider Risk Employees 20
1.   Exempt Securities 20
2.   Preclearing Trades in PTA 20
B.   Fund Officer, Fund Service, and Service Employees 20
1.   Company Oversight 20
2.   Quarterly Reporting in PTA – For Fund Officer Employees and EMEA based Fund Service Employees Only 20
Appendix E: Requirements for PREG Employees 22

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A.   Exempt Securities 22
B.   Preclearing Trades in PTA 22
C.   Trading in Company Securities 22
1.   General Restrictions 22
2.   Company 401(k) Plan 22
3.   Company Employee Stock Options 22
4.   Company Employee Stock Purchase Plan (ESPP) 22
5.   Blackout Period Trading Implications Profit Disgorgement/Loss Recognition 23
Appendix F: Trade Preclearance Requirements 24
A.   General Preclearance Requirements 24
1.   Obtain Preclearance Prior to Initiating a Transaction 24
2.   Execute Trade within Preclearance Window (Preclearance Expiration) 24
3.   Exemptions from the Requirement to Preclear 24
B.   Preclearance Rules for Company Stock in Retirement and Benefit Plans 25
1.   Company 401(k) Plan 25
2.   Company Employee Stock Options 25
3.   Company Restricted Stock/Units 26
4.   Company Employee Stock Purchase Plan (ESPP) 26
Appendix G: Summary of Select Policy Requirements by Employee Classification 27
Appendix H: Definitions 29

 

 

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A. Introduction/Purpose

Employees or other supervised persons (as defined in the Investment Advisers Act of 1940 – the “Advisers Act”) of the Bank of New York Mellon Corporation and its subsidiaries (the “Company”) are subject to certain laws and/or regulations governing the personal trading of securities/financial instruments (collectively referred to as “securities” throughout this policy) including the securities laws of various jurisdictions, Rule 204A-1 of the Advisers Act, and Rule 17j-1 of the Investment Company Act of 1940. In order to ensure that all employees’ personal investments are free from conflicts of interest and are in full compliance with the laws and regulations of all jurisdictions in which the Company does business, the Company has established limitations on personal trading. This policy describes the requirements and restrictions related to personal securities transactions.

B. Applicability and Scope

All employees of the Company that are deemed to be controlled by the Company or have otherwise agreed to be bound by its provisions are subject to this policy. This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees. The policy’s applicability to consultants and contract or temporary employees (including interns) is determined on a case-by-case basis.

C. Policy Details/Discussion
1. General Requirements

The following general requirements apply to all employees of the Company. In addition to the below standards of conduct, employees must also comply with any additional requirements as described in the next section of this policy (See Additional Requirements).

a) Fiduciary Duty

In some circumstances, the Company and its employees may owe a fiduciary duty to a client. Among the duties that an employee owes a client when acting as a fiduciary on their behalf is not to engage in personal securities transactions that may be deemed to take inappropriate advantage of his/her position in relation to that client. You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any Company employee that fails to meet this obligation. With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Company’s Code of Conduct and the policy on Corporate Policy I-A-035, Business Conflicts of Interest.

b) Protecting Material Nonpublic Information and Compliance with Securities Laws

In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements and securities laws. As an employee, you may receive information about the Company, its clients, or other parties that for various reasons must be treated as confidential. With respect to these parties, you are not permitted to divulge to anyone (except as may be permitted by your business and in accordance with approved procedures) current portfolio positions (different rules will determine what is deemed to be “current”), current or anticipated portfolio transactions, or programs or studies of the Company or any client. You must comply with measures in place to preserve the confidentiality of information. Refer to the Company’s Code of Conduct for additional guidance .

Securities and/or Market Abuse laws generally prohibit the trading (including initiating, amending, or cancelling an order) of securities (see Appendix H: Definitions) while aware of material nonpublic information (MNPI) regarding the issuer of those securities

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I-A-045: Personal Securities Trading Policy

and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically known as “insider trading.”

Unlawful disclosure/Tipping laws may apply to any person who passes along MNPI upon which a trade or order is based. Employees who possess MNPI about an issuer of securities (whether that issuer is the Company, another company, a client or supplier, any fund or other issuer) must not trade in that issuer’s securities, either for their own accounts or for any account over which they exercise investment discretion.

Employees who possess MNPI about an issuer of securities must not induce another person to engage in insider trading or trade where the person using the recommendation or inducement knows or ought to know that it is based upon MNPI.

Refer to the Company’s Securities Firewalls Policy (Corporate Policy I-A-046) for guidance in determining when information is material and/or nonpublic and how to handle such information.

c) Trading in BNY Mellon Securities

All employees who trade in Company securities must be aware of their responsibilities to the Company and must be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the Company’s publicly traded securities, whether owned directly (i.e., in your name) or indirectly (see indirect ownership in Appendix H, Definitions).

Short Sales – You are prohibited from engaging in short sales of Company securities.
Short-Term Trading – You are prohibited from purchasing and selling or from selling and purchasing any Company securities within any 60 calendar day period. In addition to other potential sanctions, you will be required to disgorge any profits on such short-term trades as calculated in accordance with procedures established by the Ethics Office.
Margin Transactions – You are prohibited from purchasing Company securities on margin; however, you may use Company securities to collateralize full-recourse loans for non-securities purposes or for the acquisition of securities other than those issued by the Company.
Option Transactions – You are prohibited from engaging in any derivative transaction involving or having its value based upon any securities issued by the Company (or the values thereof), including the buying and writing of over-the-counter and exchange traded options.
Major Company Events – You are prohibited from transacting in the Company’s securities if you have knowledge of major Company events that have not been publicly announced. This prohibition expires 24 hours after a public announcement is made.
d) Trading in Non-Company Securities

You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see indirect ownership in Appendix H, Definitions). You must refer to the Company’s Code of Conduct for employee investment restrictions with parties that do business with the Company. In addition, you are prohibited from front running and scalping.

e) Spread Betting

Taking bets on securities pricing to reflect market movements activities as a mechanism for avoiding the preclearance restrictions on personal securities trading arising under the provisions of this policy is prohibited. Such transactions themselves constitute transactions in securities for the purposes of the policy and are subject to all of the provisions applicable to other non-exempted transactions.

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f) Initial Public Offerings

You are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (IPO) without the prior approval of the Ethics Office or, in some cases, the Investment Ethics Council (IEC). Approval is only given when the allocation comes through an employee of the issuer, who has a direct family relationship to the BNY Mellon employee. Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (e.g., FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.

g) Private Placements
Acquisition – You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office, your Compliance Officer, and the Senior Leadership Team member who represents your business or department. In some cases, employees may be required to receive prior written approval from the IEC. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Fund Request Form, which can be found on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.
Subsequent Actions – Should you participate in any subsequent consideration of credit for the issuer or of an investment in the issuer for an advised account, you are required to disclose your investment to your Compliance Officer . The decision to transact in such securities for an advised account is subject to independent review.
h) Volcker Covered Funds
Acquisition – You are prohibited from acquiring any initial or subsequent investment in a Volcker Covered Fund (the list of funds can be found at the Volcker Compliance site on MySource) unless you obtain prior written approval from the Ethics Office, your Compliance Officer, and the Senior Leadership Team member who represents your business or department. In some cases, employees may be required to receive prior written approval from the IEC. You should be aware that under the Volcker Rule, neither you nor your immediate family, may make such an investment unless your job duties are directly related to providing investment advisory, commodity trading advisory or “other services” to the fund. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.
New Employees – Any new hire who directly or indirectly (through an immediate family member) holds an investment in a Volcker Covered Fund must receive permission to continue to hold that investment. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com. If the holding is not permitted under the Volcker Rule, the employee will be required to divest the ownership interest.

Contact your Compliance Officer if you have questions regarding requirements related to the Volcker Rule .

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I-A-045: Personal Securities Trading Policy

2. Additional Requirements 1

This policy imposes additional requirements and limitations on employees based on the nature of their job activities; therefore, each employee is assigned a classification. Classification assignments are the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office. The Ethics Office notifies employees of their designation into one or more of the following classifications:

Access Decision Maker (ADM) Employee* Dreyfus/FINRA Employee*
Investment Employee* Pre-Release Earning Group (PREG) Employee*
Insider Risk Employee* Fund Officer*
Fund Service Employee* Non-Classified Employee
Service Employee*  
3. Compliance with this Policy

Generally, as an employee of the Company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this policy may be deemed to encompass one of these acts. Accordingly, you must read this policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.

The provisions of the policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law. To the extent any particular portion of the policy is inconsistent with, or in particular less restrictive than such laws, you must consult with the Manager of the Ethics Office.

4. Reporting Violations

To report a known or suspected violation of this policy, immediately contact the Ethics Office or your Compliance Officer . You may also report known or suspected violations anonymously through BNY Mellon’s Ethics Help Line or Ethics Hot Line.

5. Policy Administration

Various departments, business units, teams, and employees within the Company are responsible for managing, overseeing, and/or providing support for the administration of this policy. The specific responsibilities and procedural requirements for these various administrators are described in Section D.

D. Roles and Responsibilities
1. Ethics Office

The Corporate Ethics Office, led by the Chief Compliance and Ethics Officer (CCEO), must:

Develop, interpret and administer the Policy. ( Note : Amendments of the policy will be made, or waivers of its terms will be granted, at the discretion of the Manager of

1 With the exception of Non-Classified Employees, employees in all other classifications are considered to be “Monitored Employees” [ denoted by an (*) ]. Due to the nature of their job activities and in addition to the General Requirements of this policy, Monitored Employees are also subject to the requirements listed in Appendix A (Requirements for Monitored Employees). Non-Classified Employees do not have any additional requirements.

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I-A-045: Personal Securities Trading Policy

the Ethics Office only and with the concurrence of other officers or directors of the Company, where required (e.g., U.S. mutual fund directors). Any waiver or exemption must be evidenced in writing to be official.)

Maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below):
A copy of each version of the Policy, including amendments, in existence for any period of time;
A record of any violation of the Policy and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
A record of acknowledgement of receipt of the Policy by each person who currently, or at any time in the prior five years, was required to receive a copy pursuant to some law, rule, or regulation;
All holdings or transaction reports made pursuant to the terms of the Policy (only the past two years in a readily accessible place);
A list of names and designations of all employees of the company who are designated as “supervised persons” of an SEC Registered Investment Advisor;
A record of any decision and supporting reasons for approving the acquisition of securities by personnel subject to the Policy in limited offerings.
Identify all Compliance Officers who are responsible for reviewing employee reports and other records.
Set standards for compliance monitoring and testing of compliance with this Policy.
Maintain electronic systems to support personal trading and ensure system enhancements are properly controlled and tested prior to implementation.
Provide training during major acquisitions, significant system implementations or modifications.
Use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as “personal and confidential.” (The company may be required by law to review, retain, and in some circumstances, disclose such documents. Therefore, such documents must be available for inspection by appropriate regulatory agencies and by other parties within and outside the Company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the Company.)
Oversee the activities of the IEC.
Determine appropriate sanctions for Policy violations and maintain a record of all such sanctions.
Maintain a list (the “Restricted List”) of companies whose securities employees in their line of business or firm are restricted from trading for various reasons. Such trading restrictions may be appropriate to protect the Company and its employees from potential violations, or the appearance of violations, of securities laws. This list must not be distributed outside of the Compliance Office or Ethics Office and its contents are confidential.
Calculate and collect disgorgements of profits.
Ensure an annual certification of compliance with the Policy is collected.
Where agreed upon with a line of business or sector, oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details, and monitoring to trading to detect violations of Policy.

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Oversee approvals of investments in initial public offerings, acquisitions of private investments, and withdrawal requests for affiliated hedge/private equity funds.
Review account documentation to determine if an employee account can be deemed a non-discretionary (managed) account.
2. Function-Level Compliance Unit

Compliance units at the Function level, under the supervision of Business Compliance Directors, must:

Ensure that employees are properly classified under the Policy, including consultants, independent contractors and other temporary employees.
Provide training to employees on the Policy or various systems utilized for compliance.
Report violations of the Policy to the Ethics Office and to the Board of Directors at the appropriate investment subsidiary, if necessary.
Ensure data required to perform compliance monitoring (e.g., Restricted Lists, Portfolio Manager Codes, Designated Approvers) is provided to the Ethics Office.
Oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details and monitoring to trading to detect violations of Policy, unless the Ethics Office is performing those functions for the line of business.
Oversee the timely completion of all required employee reports and certifications.
In consultation with business management, construct and provide a list of securities appropriate for Policy restrictions.
Approve requests for investment that have been delegated by Policy or the Ethics Office to the line of business.
Provide timely updates to the list of Proprietary Funds (those that are advised, sub-advised or underwritten by the line of business) to the Ethics Office.
3. Business Management

Management of the company’s business and business partner groups will:

Ensure that managers communicate an employee’s classification under this Policy and that proper training of the Policy requirements has been provided.
In consultation with the function-level compliance unit, construct and provide a list of securities appropriate for Policy restrictions.
Enforce compliance with the Policy.
4. Legal Department

The Legal Department of the company has the following responsibilities:

Provide legal analysis of new and revised legislation of all jurisdictions regarding personal securities trading laws and regulations.
Participate in the review of Policy amendments.
5. Technology Department

The Technology Department of the company has the following responsibilities:

Provide support for internally hosted applications to ensure systems function properly, including various files are properly loaded into the system.

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Develop an alert process to detect any failed or non-received files.
Ensure all software updates or hardware installations are adequately tested.
6. Investment Ethics Council (IEC)

The company formed an Investment Ethics Council, which is composed of investment, legal, risk management, compliance and ethics representatives of the company and its affiliates. The IEC will:

Approve any substantive amendments (along with appropriate concurrence of third parties) to the Policy.
Provide interpretive guidance to the Ethics Office when requested.
Approve/disapprove actions taken in connection with the personal trading activities of employees subject to the Policy.
Oversee the personal trading activities of employees designated as ADM Employees.
E. Questions

Questions regarding this policy or personal securities trading must be directed to the Securities Trading Policy Help Line by phone at 1-800-963-5191 or by email at securitiestradingpolicyhelp@bnymellon.com. If calling from outside of the United States or Canada, dial the appropriate international access code and then 1-800-963-5191-2.

F. Ownership

The Ethics Office owns this policy.

G. Related Policies
I-A-010: Code of Conduct
I-A-035: Business Conflicts of Interest
I-A-046: Securities Firewall Policy
I-C-170: Policy on Rule 10b5-1 Plans
I-A-040: Market Abuse Policy
H. Revision History
December 22, 2017 (current; added definition of personal trading activity)
August 15, 2017 (update to Appendix G, Selected Policy Requirement Fields (Preclear Trades & Preclear Proprietary Funds)
May 31, 2017 (update to Senior Leadership Team name)
June 22, 2016 (updates to align with Market Abuse Policy definitions; additions to Related Policies; not otherwise reviewed)
November 18, 2015 (information classification re-labelled from “internal use only” to “public”)
November 13, 2015 (current; updated Appendices D, G and H)
April 27, 2015 (addition of language related to Volcker Funds)
December 1, 2014 (reviewed and reformatted)

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I-A-045: Personal Securities Trading Policy

November 2013

 

 

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Appendix A: Requirements for Monitored Employees

In addition to the General Requirements as described in this policy, Monitored Employees (i.e., all employees excluding Non-Classified Employees) are also subject to the following requirements:

A. Monitored Personal Trading Activity

In order to ensure compliance with securities laws and to avoid even the appearance of a conflict of interest, the Ethics Office monitors the personal trading activities of Monitored Employees. Trading is monitored electronically via the Personal Trading Assistant (PTA) System. The Ethics Office will grant Monitored Employees secure access to the PTA so that they can fulfill their PTA reporting requirements as described below.

B. PTA Reporting
1. Initial Reporting

Within 10 calendar days of being assigned a classification, you must file an Initial Broker Accounts Report and an Initial Holdings Report in the PTA. The Initial Broker Accounts Report must contain a listing of all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Initial Holdings Report must contain a listing of all securities (excluding exempt securities) held in the aforementioned accounts and any securities (excluding exempt securities) held outside of these accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). Both the Initial Broker Accounts Report and the Initial Holdings Report must be an accurate recording of security accounts and security holdings within the last 45 calendar days after receiving your employee classification.

Note : Monitored Employees are required to report any directly- or indirectly-owned accounts that have the capability of holding securities (excluding exempt securities), regardless of what the accounts are currently holding. For example, if an account contains only exempt securities but has the capability of holding non-exempt securities, the account must be reported.

2. Annual Reporting

On an annual basis and within 30 calendar days after the end of the year, Monitored Employees are required to file an Annual Holdings Report in the PTA. The Annual Holdings Report must contain a current listing of securities (excluding exempt securities) held in all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Annual Holdings Report must also contain a current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). The securities information included in the report must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this annual reporting requirement, Monitored Employees must also certify that they have read, understand, and complied with this policy.

C. Updating PTA
1. New Accounts

Monitored Employees are responsible for adding to the PTA as soon as possible any new brokerage accounts that are opened after the Initial Broker Accounts Report has been

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submitted. This requirement applies to both accounts that are owned directly by you or of which you have indirect ownership.

2. Gifts and Inheritances

Monitored Employees who give or receive a gift of securities (excluding exempt securities) or receive an inheritance that includes securities (excluding exempt securities) must report the activity in the PTA within 10 calendar days. The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). A gift of securities must be one where the donor does not receive anything of monetary value in return.

3. Updating Holdings

You are required to update in the PTA any changes to your securities (excluding exempt securities) holdings that occur as a result of corporate actions, dividend reinvestments, or similar activity. These adjustments must be reported as soon as possible, but no less than annually . Non-U.S.-based Monitored Employees, including Fund Service and Fund Officer Employees, are required to submit to Local Compliance, upon receipt from their broker, trade confirmations or contract notes for trades in non-exempt securities.

D. Approved Broker-Dealers

All U.S.-based Monitored Employees must maintain any directly- or indirectly-owned brokerage accounts at specific broker-dealers that have been approved by the company. Monitored Employees living outside the U.S. are not subject to this requirement. U.S.-based Monitored Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office .

E. Account Statements and Trade Confirmations

U.S.-based Monitored Employees who receive an exception to the approved broker-dealer requirement or who are in the process of moving their account(s) to an approved broker-dealer must instruct their non-approved broker-dealer, trust account manager, or other entity holding their securities to submit duplicate statements and trade confirmations directly to the company. Non-U.S.-based Monitored Employees are required to submit their trade confirmations/contract notes and account statements to their Local Compliance. This requirement applies to both directly- and indirectly-owned accounts and includes any account that has the capability of holding securities (excluding exempt securities) regardless of what the account is currently holding. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), Monitored Employees must comply with the company’s request to confirm transactions and holdings.

F. Classification-Specific Requirements

In addition to the General Requirements of the policy and the preceding Requirements for Monitored Employees, ADM, Investment, Insider Risk, Fund Service, Service, Fund Officer, and PREG Employees must also adhere to the requirements of their assigned classification(s). Employees should refer to Appendices B through E for the specific additional requirements of their assigned classification(s).

G. Summary

Refer to Appendix G for a summary of select policy requirements by employee classification.

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Appendix B: Requirements for ADM Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as ADM Employees are also subject to the following requirements:

A. Proprietary Funds

Proprietary Funds are non-exempt securities for ADM Employees. As such, ADM Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

B. PTA Reporting

Quarterly Reporting

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, ADM Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, ADM Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:

A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter;
A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership;
A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and;
A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).

All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

C. Preclearing Trades in PTA

ADM Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). ADM Employees must preclear trades in Proprietary Funds. Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the Company’s 401(k) plan.

1. De Minimis Transactions

ADM Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the ADM Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities. Note : Some ADM Employees who are also Portfolio Managers may not be eligible for this de minimis exemption. Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

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a) Restrictions and Conditions
Employee preclearance is required prior to executing the transaction.
If the transaction is a 60 day trade, recognized profit disgorgement will be applicable. (Refer to Section C for information about profit disgorgement on short-term trades.)
Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month.
Employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts.
b) Transaction Limits

The following transaction limit is available for this de minimis exception: The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. Note : Currency is listed in USD. For all other countries, use the local currency’s USD equivalent and/or U.S. share amount.

2. Proprietary Fund Transactions in the Company’s 401(k) plan

ADM Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

a) Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds)

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.

b) Self-Directed Accounts (Tier 4 – Large Selection of Mutual Funds and Exchange Traded Funds)

Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.

D. Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

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E. Initial Public Offerings

ADM Employees must obtain approval from the IEC prior to acquiring securities through an allocation by the underwriter of an initial public offering.

F. Private Placements
1. Acquisition

ADM Employees must receive approval from the IEC prior to acquiring any security in a private placement.

2. Approval Considerations

The IEC will generally not approve private placement requests in which any managed fund or account is authorized to invest within the ADM’s fund complex. Also, it will not approve any investment involving a fund vehicle serviced or sponsored by BNY Mellon or one of its subsidiaries or affiliates that is a Volcker Covered Fund, unless your job duties are directly related to providing investment advisory, commodity trading advisory or “other services” to the fund, as described under the Volcker Rule. The IEC will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of their position with the company or its affiliates or their relationship to a managed fund or account and whether or not the investment opportunity being offered to the employee could be re-allocated to a client. ADM Employees must comply with requests for information and/or documentation necessary for the IEC to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.

3. Approval to Continue to Hold Existing Investments

Within 90 days of being designated an ADM Employee, employees holding private placement securities must request and receive written authorization from the IEC to continue to hold these securities.

G. Additional Reporting Requirements for ADM Employees

ADM Employees have two additional reporting requirements. These requirements are described below. Note : It is an ADM Employee’s responsibility to confirm with their Preclearance Compliance Officer whether he or she is required to comply with the below additional reporting requirements.

1. Special Purpose ADM Quarterly Securities Report

ADM Employees are required to submit quarterly to their Preclearance Compliance Officer the “Special Purpose ADM Quarterly Securities Report.” A form for completing this report can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com. This report must be submitted within 30 calendar days of each quarter’s end and includes information on securities and/or transactions owned directly or indirectly. The report must contain information on:

Securities owned at any time during the quarter, which were either recommended for a transaction or in a portfolio managed by the ADM Employee during the quarter.
Holdings or transactions in private placements.

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Holdings in securities with a market capitalization that was equal to or less than $250 million. For all other countries, use the local currency’s USD equivalent.
Exemption – ADM Employees do not need to report any security that is defined as an exempt security or is otherwise expressly exempt from preclearance.
2. Contemporaneous Disclosure

Prior to an ADM Employee making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained. The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding. Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com. Under no circumstances can an ADM Employee provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can he or she refuse to take such action to avoid submitting a Contemporaneous Disclosure. The ADM Employee’s fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.

a) Approval

Approval must be obtained from the ADM Employee’s CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM Employee seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

b) Exemption to the Contemporaneous Disclosure Requirement
ADM Employees who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement. This exemption does not apply in the following circumstances:
If the ADM Employee recommends a security that is not in the clone or model portfolio or recommends a model or clone security in a different percentage than the model or clone amounts.
If the ADM Employee recommends individual securities to clients, even if the company shares control of the investment process with other parties.
c) Securities Exempt from Reporting

Certain securities are exempt from the requirement to submit a Contemporaneous Disclosure. They are:

Exempt securities as defined in Definitions.
Holdings of debt securities, which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated, but of comparable quality.
Holdings of equity securities of the following:
In the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of $20 billion or higher.
In the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market capitalization of the £ USD equivalent.

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In Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of the ¥ USD equivalent.
In Brazil, companies on the IBr-X and other companies with a market capitalization of the R USD equivalent.
H. Restrictions for ADM Employees

7 Day Blackout Period

Prohibition

It is impermissible for an ADM Employee to buy or sell a security (owned directly or indirectly) within 7 calendar days before and 7 calendar days after their investment company or managed account has effected a transaction in that security. This is known as the “7 Day Blackout Period.”

Disgorgement Required

If an ADM Employee initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged in accordance with guidance provided by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:

In the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher.
In all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization.
Exemption

Portfolio Managers who manage broad-based index funds, which replicate exactly, a clone, or model, are exempt from the 7 Day Blackout Period.

I. Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY
1. Transactions and Holdings in Micro-Cap Securities

In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM Employee placing a trade in their direct and indirectly owned accounts. The market capitalization approval thresholds are listed below. Note : Currency is listed in USD. For all other countries, use the local currency’s USD equivalent.

Threshold 1

Without the prior written approval of the IEC, MCADM Employees may not trade the securities of companies with a market capitalization of $100 million or less.

Threshold 2

Without the prior written approval of the immediate supervisor and the Chief Investment Officer (CIO), MCADM Employees may not trade the securities of companies with a market capitalization that is more than $100 million but less than or equal to $250 million.

Exemption

Micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these above restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.

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2. Requirement for Newly Designated MCADM Employees

Newly designated MCADM Employees must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities with a market capitalization equal to or less than $250 million. For all other countries, use the local currency’s USD equivalent.

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Appendix C: Additional Requirements for Investment Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as Investment Employees are also subject to the following requirements:

A. Proprietary Funds

Proprietary Funds are non-exempt securities for Investment Employees. As such, Investment Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

B. PTA Reporting

Quarterly Reporting

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Investment Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, Investment Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:

A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter;
A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership;
A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and;
A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).

All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

C. Preclearing Trades in PTA

Investment Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Investment Employees must preclear trades in Proprietary Funds. Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the company’s 401(k) plan.

1. De Minimis Transactions

Investment Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the Investment Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.

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a) Restrictions and Conditions
Employee preclearance is required prior to executing the transaction.
If the transaction is a 60 day trade, recognized profit disgorgement will be applicable.
Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month.
Employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts.
b) Transaction Limits

The below transaction limits are available for this de minimis exception. Note : Currency is listed in USD. For all other countries, use the local currency’s USD equivalent and/or U.S. share amount.

Transactions up to $50,000 for companies having a market capitalization of $20 billion or more.
The dollar value from transacting in 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion.
The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion.
2. Proprietary Fund Transactions in the Company’s 401(k) plan

Investment Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

a) Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds)

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but you must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.

b) Self-Directed Accounts (Tier 4 – Large Selection of Mutual Funds and Exchange Traded Funds)

Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.

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D. Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

 

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Appendix D: Requirements for Insider Risk, Fund Service, Service, and Fund Officer Employees

A. Insider Risk Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as Insider Risk Employees are also subject to the following requirements:

1. Exempt Securities

In addition to the exempt securities as listed in Appendix H: Definitions, Proprietary Funds, Exchange Traded Funds, and municipal bonds are also considered to be exempt securities for Insider Risk Employees. In all instances that the term “exempt securities” is used throughout this policy, Insider Risk Employees may also include Proprietary Funds, Exchange Traded Funds, and municipal bonds.

2. Preclearing Trades in PTA

Insider Risk Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Insider Risk Employees must preclear Exchange Traded Notes (ETNs). Refer to Appendix F for trade preclearance requirements.

B. Fund Officer, Fund Service, and Service Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as Fund Officer, Fund Service, and Service Employees are also subject to the following requirement:

1. Company Oversight

While Fund Officer, Fund Service, and Service Employees are subject to many of the same requirements as the other employee classifications, Fund Officer, Fund Service, and Service Employees are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades. However, unlike the other employee classifications, Fund Officer, Fund Service, and Service Employees are subject to a post-trade back-testing analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades. Trading activity that mirrors company or client trades may result in a change to the employee’s classification that will require future preclearance approval.

2. Quarterly Reporting in PTA – For Fund Officer Employees and EMEA based Fund Service Employees Only

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Fund Officer Employees and EMEA-based Fund Service Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, these employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:

A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter;
A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership;

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A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and;
A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).

All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

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Appendix E: Requirements for PREG Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as PREG Employees are also subject to the following requirements:

A. Exempt Securities

Excluding company securities, all securities are exempt for PREG Employees. In all instances that the term “exempt securities” is used throughout this policy, PREG Employees should note that this includes all securities except company securities. Only company securities are reportable for PREG Employees.

B. Preclearing Trades in PTA

PREG Employees are required to receive preclearance approval in PTA prior to executing trades in company securities only. Refer to Appendix F for trade preclearance requirements.

C. Trading in Company Securities
1. General Restrictions

Every quarter, the Company imposes a restriction on PREG employees. These employees are deemed to have access to inside information with respect to the Company’s financial results and are prohibited from trading in the Company’s securities from 12:01 AM Eastern Standard Time, on the 15 th day of the month preceding the end of each calendar quarter through the first trading day after the public announcement of the company’s earnings for that quarter. This period of time is during which PREG employees are prohibited from trading in the Company’s securities is known as the 24-Hour Blackout Period. For example, if earnings are released on Wednesday at 9:30 AM Eastern Standard Time, PREG Employees cannot trade the Company’s securities until Thursday at 9:30 AM Eastern Standard Time. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. Occasionally, the Company may extend the restricted period for some or all PREG Employees.

2. Company 401(k) Plan
Changes in Your Company Stock Holdings – During quarterly blackout periods, PREG Employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock. These changes must be made when the blackout period is not in effect.
Reallocating Balances in Company 401(k) Plan – PREG Employees are prohibited from reallocating balances in their company 401(k) if the reallocating action impacts their holdings in company stock.
3. Company Employee Stock Options

PREG Employees are prohibited from exercising options during the blackout period.

4. Company Employee Stock Purchase Plan (ESPP)

During quarterly blackout periods, PREG employees are prohibited from enrolling in or making payroll deduction changes in the ESPP. These changes must be made when the blackout period is not in effect.

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5. Blackout Period Trading Implications Profit Disgorgement/Loss Recognition

Any trade in BNY Mellon securities made during the 24-Hour Blackout Period must be reversed and any corresponding profit recognized from the reversal is subject to profit disgorgement. The employee will incur any loss resulting from the reversal of a blackout period trade. Profit disgorgement will be in accordance with procedures established by senior management. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s). Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).

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Appendix F: Trade Preclearance Requirements

ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to preclear trades in all securities (excluding exempt securities) . All other employees are not subject to the below trade preclearance requirements.

A. General Preclearance Requirements
1. Obtain Preclearance Prior to Initiating a Transaction

In order to trade securities (excluding exempt securities), ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade. Unless expressly exempt (See exemptions below), all securities transactions are covered by this preclearance requirement. Although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make. You may not discuss the response to a preclearance request with anyone (excluding any account co-owners or indirect owners).

2. Execute Trade within Preclearance Window (Preclearance Expiration)

For ADM and Investment Employees, preclearance authorization will expire at the end of the second business day after it is received. For Insider Risk and PREG Employees, preclearance authorization will expire at the end of the third business day after it is received. The day authorization is granted is considered the first business day. See example below. Note : Preclearance time stamps in PTA are in Eastern Standard Time (EST).

Example

An ADM Employee requests and receives trade preclearance approval on Monday at 3 PM EST. The preclearance authorization is valid until the close of business on Tuesday. An Insider Risk Employee’s window would be one day longer and would therefore be valid until the close of business on Wednesday.

Note of Caution

Employees who place “limit,” “stop-loss,” “good-until-cancelled,” or “standing buy/sell” orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the preclearance authorization period, any unexecuted order must be canceled. A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.

3. Exemptions from the Requirement to Preclear

Preclearance is not required for the following security transactions:

Exempt securities as defined in the Definitions.
Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, and financial futures (excluding stock and narrow-based stock index futures).
ETFs and funds to include proprietary funds that are based on the following indices; the S&P 100, Russell 200, Eurostoxx 50, FTSE 100, Nikkei 225, A50 ETFs and the CSI 300. The same indices with larger participation (e.g., S&P 500, Russell 1000) would also be exempt. A complete list of exempt ETFs and Proprietary Funds is listed on MySource. Only securities on the published list

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are exempt from preclearance. Derivative securities based on these indices still require preclearance.

Involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared.
Pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer.
Sells effected pursuant to a bona fide tender offer.
Pursuant to an automatic investment plan, including payroll withholding to purchase Proprietary Funds.
B. Preclearance Rules for Company Stock in Retirement and Benefit Plans
1. Company 401(k) Plan
a) Changes in Your Company Stock Holdings

Preclearance is not required for changes in your company stock holdings held within the company 401(k) Plan that result from the following:

Changes in your payroll deduction contribution percentage.
Changes in investment elections regarding the future purchase of company stock.
b) Reallocating Balances in Company 401(k) Plan

The purchase or sell of company stock resulting from a reallocation does not require preclearance but is considered a purchase or sale of company stock for purposes of the short-term trading prohibition. As a result, a subsequent trade in company stock in the opposite direction of the reallocation occurring within a 60 calendar day period would result in a short-term trading prohibition. Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition. Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Senior Leadership Team members.

c) Rebalancing Company 401(k) Plan

The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition.

2. Company Employee Stock Options
Preclearance approval is required prior to the exercise of stock option grants.
Preclearance is not required for the receipt of a stock option grant or the subsequent vesting of the grant.

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3. Company Restricted Stock/Units

Preclearance is not required for the following:

The receipt of an award of company restricted stock/units.
The subsequent vesting of the company stock/unit award; however you are required to report these shares upon vesting in the PTA system and preclear subsequent sells.
The sale (through company-approved procedures) of a portion of the company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding.
4. Company Employee Stock Purchase Plan (ESPP)
Preclearance is required for the following:
The sale of stock from the ESPP Plan. Note : The sale of stock from the Company ESPP will be compared to transactions in company securities outside of the Company ESPP to ensure compliance with the short-term (60 day) trading prohibition.
The sale of stock withdrawn previously from the ESPP. Like stock sold directly from the ESPP, sales will be compared to transactions in company securities outside of the ESPP to ensure compliance with the short-term (60 day) trading prohibition.
Preclearance is not required for your enrollment in the plan, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends.

 

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Appendix G: Summary of Select Policy Requirements by Employee Classification

 

Selected Policy Requirements ADM Investment Employees Insider Fund Service, Service, Fund Officer, and Dreyfus/FINRA Employees PREG

Non-Classified

Employees

U.S.-based employees – required to use approved broker-dealer X X X X X  
Initial Accounts and Holdings Reports (filed within 10 days of being classified) X X X X X  
Annual Certification (filed within 30 days of year-end) X X X X X  
Quarterly Certification (filed within 30 days of quarter-end) X X   Only applies to Fund Officers and EMEA-based Fund Service Employees    
Preclear trades in all Non-Exempt Securities X X X   X (BNYM stock only)  
Preclearance window (in business days, includes day approval granted) 2 days 2 days 3 days   3 days  
Preclear Proprietary Funds, Exchange Traded Funds (ETFs), municipal bonds X X        
Preclear Exchange Traded Notes (ETNs) X X X      
Subject to 7+ - day blackout period X          
Additional approvals required for personal trades in micro-cap securities

X

(MCADMs only)

         
Short-term trading (60 days) profit disgorgement on all trades X X        

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Selected Policy Requirements ADM Investment Employees Insider Fund Service, Service, Fund Officer, and Dreyfus/FINRA Employees PREG

Non-Classified

Employees

Short-term trading (60 days) profit disgorgement on BNYM stock X X X X X X
Prohibited from buying BNYM stock on margin, short selling BNYM, and trading in BNYM derivatives (options) X X X X X X
Initial public offerings are prohibited (refer to Policy waiver requirements) X X X X X X
Private Placements/Volcker Covered Funds require Ethics Office pre-approval   X X X X X X

 

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Appendix H: Definitions

Access Decision Maker (ADM) Employee

An employee designated as such by the Investment Ethics Council. Generally, employees are considered to be ADM Employees if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio Managers of broad-based index funds and traders are not typically classified as ADM Employees.

Automatic Investment Plan

A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation. Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.

Compliance Officer

Any individual whose primary job duties include responsibility for ensuring that all applicable laws, regulations, policies, procedures, and the Code of Conduct are followed. For purposes of this policy, the term “Compliance Officer” and “Preclearance Compliance Officer” are used interchangeably.

Direct Family Relationship

For purposes of this policy, an employee’s immediate family as defined by “indirect ownership” in Appendix H, Definitions.

Dreyfus/FINRA Group Employee

An employee who is subject to regulation resulting from his/her registration with FINRA.

Employee

An individual employed by BNY Mellon or its more-than-50%-owned direct or indirect subsidiaries. This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees in all world-wide locations.

Securities/Financial Instruments (Collectively “Securities”) Exempt from PTA Reporting

All securities require reporting unless expressly exempt by this policy. The below securities are exempt for all classifications of employees. There may be additional exempt securities based on an employee’s classification. Refer to the applicable Appendix for your classification for any additional security exemptions.

Cash and cash-like securities (e.g., bankers acceptances, bank CDs and time deposits, money market funds, commercial paper, repurchase agreements).
Direct obligations of the sovereign governments of the United States (U.S. employees only), and Japan (Japan employees only). Obligations of other instrumentalities of the U.S., and Japanese governments or quasi-government agencies are not exempt.
High-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but of comparable quality.
Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds or Exchange Traded Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only).

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Securities in non-company 401(k) plans (e.g., spouse’s plan, previous employer’s plan, etc.).
Securities in 529 plans, provided they are not invested in Proprietary Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only).
Fixed annuities.
Variable annuities that are not invested in Proprietary Fund sub-accounts ( Note : Variable annuities that are invested in Proprietary Fund sub-accounts are considered non-exempt securities for ADM and Investment Employees only).
Securities held in approved non-discretionary (managed) accounts.
Stock held in a bona fide employee benefit plan of an organization not affiliated with the Company on behalf of an employee of that organization, who is a member of the Company employee’s immediate family. For example, if an employee’s spouse works for an organization unrelated to the Company, the employee is not required to report for transactions that his/her spouse makes in the unrelated organization’s company stock so long as they are part of an employee benefit plan. This exemption does not apply to any plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the account to all requirements of this policy.

Fund Officer Employee

An employee who is not in the Asset Management or Wealth Management businesses and, in the normal conduct of his/her job responsibilities, serves as an officer of a fund, is not required to preclear trading activity by a fund, and does not attend board meetings.

Fund Service Employee

An employee who is not in the Asset Management or Wealth Management businesses and whose normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.

Front Running

The purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.

Index Fund

An investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.

Indirect Ownership

Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a “pecuniary interest”). Common indirect ownership situations include, but are not limited to:

Securities held by members of your immediate family by blood, marriage, adoption, or otherwise, who share the same household with you.
“Immediate family” includes your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters).

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Partnership interests in a general partnership or a general partner in a limited partnership. Passive limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions.
Corporate shareholders who have or share investment control over a corporation’s investment portfolio.
Trusts in which the parties to the trust have both a pecuniary interest and investment control.
Derivative securities – You are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option , warrant, convertible security or other derivative security, whether or not presently exercisable.
Securities held in investment clubs.

Initial Public Offering (IPO)

The first offering of a company's securities to the public.

Insider Risk Employee

A classification of employees that in the normal conduct of their job responsibilities are likely to receive or be perceived to be aware of or receive material nonpublic information concerning the company’s clients. Employees in this classification typically include, but are not limited to, Risk and Legal personnel. All members of the company’s Senior Leadership Team (excluding Pershing Operating Committee Members who are covered by the Pershing trading policy), who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees.

Investment Clubs

Organizations whose members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Prior to participating in an investment club, all employees (excluding Non-Classified Employees) are required to obtain written permission from their Preclearance Compliance Officer. Employees who receive permission to participate in an investment club are subject to the requirements of this policy.

Investment Company

A company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.

Investment Employee

An employee who, in the normal conduct of his/her job responsibilities, has access (or are likely to be perceived to have access) to nonpublic information regarding any advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public. This classification typically includes employees in the Asset Management and Wealth Management businesses, including:

Certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; Employees of a Company business regulated by certain investment company laws. Examples are:
In the U.S., employees who are “advisory persons” or “access persons” under Rule 17j-1 of the Investment Company Act of 1940 or “access persons” under Rule 204A-1 of the Advisers Act.
In the U.K., employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the Financial Conduct Authority.

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Any member of the company’s Senior Leadership Team who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients’ securities transactions.

Investment Ethics Council (IEC)

Council having oversight responsibility for issues related to personal securities trading and investment activity by ADM Employees. The members are determined by the Chief Compliance & Ethics Officer.

Manager of the Ethics Office

An individual appointed by the Chief Compliance & Ethics Officer to manage the Ethics Office.

Micro-Cap Access Decision Maker (MCADM) Employee

A subset of ADM Employees who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a small market capitalization. The market capitalization threshold used when determining if an ADM Employee is considered a MCADM Employee is a market capitalization equal to or less than $250 million (for all other countries, the local currency’s USD equivalent is used).

Money Market Fund

A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to maintain a stable net asset value (typically, of $1 per share).

Non-Discretionary (Managed) Account

An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making process. It may be exempted from preclearance and reporting procedures only if the Ethics Office is satisfied that the account is truly non-discretionary (i.e., the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades). Employees are required to complete an annual certification in PTA regarding managed accounts. In addition, employees are required to provide copies of statements to Compliance when requested.

Non-Self-Directed Accounts

The portion of the Company 401(k) balance invested in Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, Tier 3 - Actively Managed Funds, and/or BNY Mellon stock.

Senior Leadership Team

The Senior Leadership Team of BNY Mellon.

Option

A security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame. For purposes of compliance with this policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold. Four combinations are possible as described below:

Call Options

If an employee buys a call option, the employee is considered to have purchased the underlying security on the date the option was purchased.
If an employee sells a call option, the employee is considered to have sold the underlying security on the date the option was sold (for covered call writing, the sale of an out-of-the-money option is not considered for purposes of the 60 day trading prohibition). Please note that this would not apply to covered calls on BNY Mellon stock as option trades of Company stock are prohibited.

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Put Options

If an employee buys a put option, the employee is considered to have sold the underlying security on the date the option was purchased.
If an employee sells a put option, the employee is considered to have bought the underlying security on the date the option was sold.

Personal Trading Activity

Trading in investments or securities for the benefit of oneself or immediate family member as is defined by the policy for Indirect Ownership. This includes brokerage or investment accounts for which the employee is named as holder, has a beneficial interest or control and any in which the employee shares an ownership interest with persons who are not covered under this Policy or has the power, directly or indirectly, to effect transactions in the account. This may be a formal power, e.g., through a power of attorney or a fiduciary relationship such as trustee or custodian, or an informal arrangement, including the accounts of minor children and other financial dependents and, only when required by local regulation, the accounts of spouses and domestic partners.

Preclearance Compliance Officer

A person designated by the Ethics Office and/or the Investment Ethics Council to administer, among other things, employees’ preclearance requests for a specific business (for purposes of this policy, the term “Compliance Officer” and “Preclearance Compliance Officer” are used interchangeably).

Pre-Release Earnings Group (PREG)

The Pre-Release Earnings Group consists of all members of the Company’s Senior Leadership Team and any individual determined by the Company’s Corporate Finance Department to be a member of the group.

Private Placement

An offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, investments in privately-held and family owned businesses and Volcker Covered Funds. For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

Proprietary Fund

An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. The Proprietary Funds listing can be found on MySource on the Compliance and Ethics homepage or it can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

Scalping

The purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.

Securities/Financial Instruments (Collectively “Securities”)

Transferable Securities and/or Money Market Instruments

Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, units in collective investment undertakings, collateral trust certificates and certificates of deposit. It also includes security-based derivatives and swaps and many types of puts, calls, straddles and options on

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any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities).

Self-Directed Accounts

An account established as part of the company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of Exchange Traded Funds, Proprietary Funds, and non-Proprietary Funds.

Service Employee

A classification of employees who are not employees in the Asset Management or Wealth Management businesses, but in the normal conduct of their job responsibilities have access to post-trade information, including security transactions and portfolio holdings information. Employees in this classification may include, but are not limited to, Compliance, Audit, and Technology personnel.

Short Sale

The sale of a security that is not owned by the seller at the time of the trade.

Spread Betting

A type of speculation that involves taking a bet on the price movement of a security. A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer. The investor does not own the underlying security in spread betting, they simply speculate on the price movement of the stock.

Tender Offer

An offer to purchase some or all shareholders' shares in a corporation. The price offered is usually at a premium to the market price.

Volcker Covered Fund

Generally, a “Volcker Covered Fund” is a domestic or foreign hedge fund, private equity fund, venture capital fund, commodity pool or alternative investment fund (“AIF”) that is sold in a private, restricted or unregistered offering to investors who must meet certain net worth, income or sophistication standards or is sold to a restricted number of investors. 

Generally, the fund is not registered with a securities/commodity regulator and therefore cannot be offered to the general or retail public unless the investor meets some type of qualification to demonstrate the investor doesn’t need the protection of the securities or commodities regulations.

Some examples of funds that generally are not Covered Funds are U.S. registered mutual funds, U.S. registered closed-end funds that are traded on an exchange, U.S. registered ETFs (exchange-traded funds), U.S. registered UITs (unit investment trusts), UCITs (Undertakings for Collective Investment in Transferable Securities, which are primarily sold in the European Union), similarly publicly registered investment pools that are available on a retail basis without investment restrictions, and U.S. bank common and collective funds.

A complete list of Covered Funds can be found at the Volcker Compliance Site on MySource.

 

 

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