File No. 333-251456

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 2021

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.   [   ]

Post-Effective Amendment No.  1

JNL Series Trust
(Exact Name of Registrant as Specified in Charter)

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

(517) 381-5500
(Registrant’s Area Code and Telephone Number)

225 West Wacker Drive
Chicago, Illinois 60606
(Mailing Address)

With copies to:

EMILY J. BENNETT, ESQ.
JNL Series Trust
1 Corporate Way
Lansing, Michigan 48951
PAULITA PIKE, ESQ.
Ropes & Gray LLP
191 North Wacker Drive
Chicago, Illinois 60606
 

Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
 

This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 shall become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

Title of securities being registered: Class A and Class I Shares of beneficial interest in the series of the registrant designated as the JNL Multi-Manager Alternative Fund.

No filing fee is required because the registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares (File Nos. 033-87244 and 811-08894).
JNL SERIES TRUST

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

Cover Sheet

Contents of Registration Statement

Letter to Contract Owners*

Notice of Special Meeting*

Contract Owner Voting Instructions*

Part A – Proxy Statement/Prospectus*

Part B - Statement of Additional Information*

Part C - Other Information

Signature Page

Exhibits

*Incorporated by reference from Registrant’s Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on December 18, 2020 and subsequently filed in definitive form pursuant to Rule 497 on February 12, 2021 (the “Registration Statement”).

Explanatory Note

This post-effective amendment is being filed solely for the purpose of including in the Registration Statement the opinion of Ropes & Gray LLP as to tax matters (Exhibit 12) for the reorganization of the JNL/Boston Partners Global Long Short Equity Fund into the JNL Multi-Manager Alternative Fund.



JNL SERIES TRUST

PART C
OTHER INFORMATION

Item 15. Indemnification.
 
Amended and Restated Declaration of Trust:  Article IV of the Registrant’s Amended and Restated Declaration of Trust, as amended, provides that each of its Trustees and Officers (including persons who serve at the Registrant’s request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise) (each, a “Covered Person”) shall be indemnified by the Registrant against all liabilities and expenses that may be incurred by reason of being or having been such a Covered Person, except that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
 
Article IV, Section 4.3 of the Registrant’s Amended and Restated Declaration of Trust, as amended, provides the following:
 
(a)
Subject to the exceptions and limitations contained in paragraph (b) below:
   
 
(i)
every person who is, or has been, a Trustee, officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) shall be indemnified by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series (unless the Series was terminated prior to any such liability or claim being known to the Trustees, in which case such obligations, to the extent not satisfied out of the assets of a Series, the obligation shall be an obligation of the Trust), to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;
   
 
(ii)
the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
   
(b)
No indemnification shall be provided hereunder to a Trustee or officer:
   
 
(i)
against any liability to the Trust, a Series thereof or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
   
 
(ii)
with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or a Series thereof;
   
 
(iii)
in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office:
   
   
(A)
by the court or other body approving the settlement or other disposition;
   
   
(B)
based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (i) vote of a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees then in office act on the matter) or (ii) written opinion of independent legal counsel; or
   
   
(C)
by a vote of a majority of the Shares outstanding and entitled to vote (excluding Shares owned of record or beneficially by such individual).
   
(c)
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such a person.  Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust or any Series thereof other than Trustees and officers may be entitled by contract or otherwise under law.
   
(d)
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust or a Series thereof prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either:
   
 
(i)
such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust or Series thereof shall be insured against losses arising out of any such advances; or
   
 
(ii)
a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
   
As used in Section 4.3 of the Registrant’s Amended and Restated Declaration of Trust, a “Non-interested Trustee” is one who (i) is not an Interested Person of the Trust (including anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (ii) is not involved in the claim, action, suit or proceeding.
 
Indemnification Arrangements:  The foregoing indemnification arrangements are subject to the provisions of Section 17(h) of the Investment Company Act of 1940.
 
Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
In addition to the above indemnification, Jackson National Life Insurance Company extends its indemnification of its own officers, directors and employees to cover such persons’ activities as officers, trustees or employees of the Registrant.


Item 16.  Exhibits
    
     
(1)
        
           
(2)
        
           
(3)
    
Not Applicable.
    
           
(4)
        
           
(5)
    
Provisions of instruments defining the rights of holders of the securities being registered are contained in the Registrant’s Amended and Restated Agreement and Declaration of Trust and By-laws (See Exhibits (1) and (2) above).
    
           
(6)
(a)
  
Jackson National Asset Management, LLC (“JNAM”)
    
           
   
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
   
(xi)
    
           
   
(xii)
    
           
   
(xiii)
    
           
   
(xiv)
    
           
   
(xv)
    
           
   
(xvi)
    
           
   
(xvii)
    
           
   
(xviii)
    
           
   
(xix)
    
           
   
(xx)
    
           
   
(xxi)
    
           
   
(xxii)
    
           
 
(b)
(i)
    
           
   
(ii)
    
           
 
(c)
  
Boston Partners Global Investors, Inc. (formerly, Robeco Investment Management, Inc. (“Robeco”) (“Boston Partners”)
    
           
   
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
  
         
 
(d)
(i)
  
         
   
(ii)
  
           
 
(e)
  
DoubleLine Capital LP (“DoubleLine”)
    
           
   
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
 
(f)
  
Lazard Asset Management LLC (“Lazard”)
    
           
   
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
   
(xi)
    
           
   
(xii)
    
           
   
(xiii)
    
           
 
(g)
  
Loomis, Sayles & Company, L.P. (“Loomis”)
    
           
   
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
 
(h)
  
Westchester Capital Management, LLC (“Westchester”)
    
           
   
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
 
(i)
  
Western Asset Management Company, LLC (“Western”)
    
           
   
(i)
    
           
(7)
  
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
(8)
    
Not Applicable.
    
           
(9)
  
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
   
(xi)
Amendment, effective August 13, 2018, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010.17 (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)
    
           
   
(xiii)
    
           
   
(xiv)
Amendment, effective April 27, 2020, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010.21 (This amendment removes JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., JNL/Neuberger Berman Commodity Strategy Fund Ltd., and certain registered investment companies, as parties.)
    
           
   
(xv)
    
           
   
(xvi)
    
           
   
(xvii)
    
           
(10)
(a)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
 
(b)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
   
(xi)
    
           
   
(xii)
    
           
   
(xiii)
    
           
   
(xiv)
    
           
(11)
        
           
(12)
    
Opinion and Consent of Counsel regarding tax matters and consequences to shareholders discussed in the Proxy Statement and Prospectus, attached hereto.
    
           
(13)
(a)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
   
(xi)
    
           
   
(xii)
    
           
   
(xiii)
    
           
   
(xiv)
    
           
   
(xv)
    
           
   
(xvi)
    
           
   
(xvii)
    
           
   
(xviii)
    
           
   
(xix)
    
           
   
(xx)
    
           
   
(xxi)
    
           
   
(xxii)
    
           
   
(xxiii)
    
           
   
(xxiv)
    
           
   
(xxv)
    
           
 
(b)
(i)
    
           
 
(c)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
 
(d)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
 
(e)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
 
(f)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
 
(g)
(i)
    
           
   
(ii)
    
           
   
(iii)
    
           
   
(iv)
    
           
   
(v)
    
           
   
(vi)
    
           
   
(vii)
    
           
   
(viii)
    
           
   
(ix)
    
           
   
(x)
    
           
   
(xi)
    
           
   
(xii)
    
           
   
(xiii)
    
           
   
(xiv)
    
           
   
(xv)
    
           
   
(xvi)
    
           
(14)
        
           
(15)
    
None.
    
           
(16)
        
           
(17)
        
           
           
     
1
Incorporated by reference to Registrant's Post-Effective Amendment No. 86 to its registration statement on Form N-1A (033-87244; 811-8894) (“Registration Statement”) with the Securities and Exchange Commission (“SEC”) on January 3, 2011.
    
2
Incorporated by reference to Registrant's Post-Effective Amendment No. 104 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2012.
    
3
Incorporated by reference to Registrant's Post-Effective Amendment No. 106 to its Registration Statement on Form N-1A filed with the SEC on August 24, 2012.
    
4
Incorporated by reference to Registrant's Post-Effective Amendment No. 108 to its Registration Statement on Form N-1A filed with the SEC on December 19, 2012.
    
5
Incorporated by reference to Registrant's Post-Effective Amendment No. 111 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2013.
    
6
Incorporated by reference to Registrant's Post-Effective Amendment No. 116 to its Registration Statement on Form N-1A filed with the SEC on September 13, 2013.
    
7
Incorporated by reference to Registrant's Post-Effective Amendment No. 121 to its Registration Statement on Form N-1A filed with the SEC on April 25, 2014.
    
8
Incorporated by reference to Registrant's Post-Effective Amendment No. 125 to its Registration Statement on Form N-1A filed with the SEC on September 12, 2014.
    
9
Incorporated by reference to Registrant's Post-Effective Amendment No. 129 to its Registration Statement on Form N-1A filed with the SEC on April 24, 2015.
    
10
Incorporated by reference to Registrant's Post-Effective Amendment No. 134 to its Registration Statement on Form N-1A filed with the SEC on September 25, 2015.
    
11
Incorporated by reference to Registrant's Post-Effective Amendment No. 139 to its Registration Statement on Form N-1A filed with the SEC on April 22, 2016.
    
12
Incorporated by reference to Registrant's Post-Effective Amendment No. 144 to its Registration Statement on Form N-1A filed with the SEC on September 16, 2016.
    
13
Incorporated by reference to Registrant's Post-Effective Amendment No. 146 to its Registration Statement on Form N-1A filed with the SEC on December 16, 2016.
    
14
Incorporated by reference to Registrant's Post-Effective Amendment No. 149 to its Registration Statement on Form N-1A filed with the SEC on April 21, 2017.
    
15
Incorporated by reference to Registrant's Post-Effective Amendment No. 155 to its Registration Statement on Form N-1A filed with the SEC on September 22, 2017.
    
16
Incorporated by reference to Registrant's Post-Effective Amendment No. 157 to its Registration Statement on Form N-1A filed with the SEC on April 27, 2018.
    
17
Incorporated by reference to Registrant's Post-Effective Amendment No. 161 to its Registration Statement on Form N-1A filed with the SEC on August 10, 2018.
    
18
Incorporated by reference to Registrant's Post-Effective Amendment No. 163 to its Registration Statement on Form N-1A filed with the SEC on December 17, 2018.
    
19
Incorporated by reference to Registrant's Post-Effective Amendment No. 166 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2019.
    
20
Incorporated by reference to Registrant’s Post-Effective Amendment No. 168 to its Registration Statement on Form N-1A filed with the SEC on December 16, 2019.
    
21
Incorporated by reference to Registrant’s Post-Effective Amendment No. 171 to its Registration Statement on Form N-1A filed with the SEC on April 23, 2020.
    
22
Incorporated by reference to Registrant’s Post-Effective Amendment No. 174 to its Registration Statement on Form N-1A filed with the SEC on December 11, 2020.
    
23
Incorporated by reference to Registrant’s Registration Statement filed on Form N-14 filed with the SEC on December 18, 2020.
    
24
Incorporated by reference to Registrant’s Post-Effective Amendment No. 177 to its Registration Statement on Form N-1A filed with the SEC on April 22, 2021.
    

Item 17. Undertakings.
  
   
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The Registrant agrees to file an executed copy of the opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this Registration Statement within a reasonable time after receipt of such opinion.
  
SIGNATURES
    
     
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City of Lansing and the State of Michigan on the 14th day of May, 2021.
    
     
     
JNL SERIES TRUST
    
     
/s/ Emily J. Bennett
    
Emily J. Bennett
    
Assistant Secretary
    
     
As required by the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
    
     
     
/s/ Emily J. Bennett *
May 14, 2021
    
Eric O. Anyah
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Michael Bouchard
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Ellen Carnahan
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
William Crowley, Jr.
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Michelle Engler
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
John W. Gillespie
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
William R. Rybak
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Mark S. Wehrle
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Edward C. Wood
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Patricia A. Woodworth
      
Trustee
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Mark D. Nerud
      
Trustee, President and Chief Executive Officer (Principal Executive Officer)
      
     
/s/ Emily J. Bennett *
May 14, 2021
    
Andrew Tedeschi
      
Treasurer and Chief Financial Officer (Principal Financial Officer)
      
     
 
* By Emily J. Bennett, Attorney In Fact
      


SIGNATURES
  
   
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended,, JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. has duly caused this Registration Statement of JNL Series Trust on Form N-14, with respect only to information that specifically relates to JNL Multi-Manager Alternative Fund (Boston Partners) Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Lansing and the State of Michigan on the 14th day of May, 2021.
  
   
   
JNL MULTI-MANAGER ALTERNATIVE FUND (BOSTON PARTNERS) LTD.
  
   
/s/ Emily J. Bennett *
  
Mark D. Nerud
  
Director of JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
  
   
This Registration Statement of JNL Series Trust, with respect only to information that specifically relates to the JNL Multi-Manager Alternative Fund (Boston Partners) Ltd., has been signed below by the following persons in the capacities on the dates indicated:
  
   
   
   
/s/ Emily J. Bennett *
May 14, 2021
  
Daniel W. Koors
    
Director of JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
    
   
   
/s/ Emily J. Bennett *
May 14, 2021
  
Mark D. Nerud
    
Director of JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
    
   
   
* By Emily J. Bennett, Attorney In Fact
    

EXHIBIT LIST
  
         
(12)
  
Opinion and Consent of Counsel regarding tax matters and consequences to shareholders discussed in the Proxy Statement and Prospectus
  
       


 
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM
 
April 23, 2021

Each Fund Listed as a JNLST Acquired Fund or JNLST Acquiring Fund on Schedule A
JNL Series Trust
1 Corporate Way
Lansing, Michigan 48951


Ladies and Gentlemen:

We have acted as counsel in connection with the Plans of Reorganization (each, a “Plan”), each dated April 23, 2021, between JNL Series Trust, a Massachusetts business trust (“JNLST”) on behalf of the applicable series listed on Schedule A as a JNLST Acquired Fund and JNLST on behalf of the corresponding series listed on Schedule A as a JNLST Acquiring Fund.  Each series of JNLST listed on Schedule A is referred to as a “Fund” and collectively as the “Funds.”
Each Plan describes a proposed transaction (each, a “Reorganization”) to occur as of the close of business on the date of this letter (the “Closing Date”), pursuant to which the applicable Acquiring Fund will acquire all of the assets of the corresponding Acquired Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund following which the Acquiring Fund Shares received by Acquired Fund will be distributed by Acquired Fund to its shareholders in liquidation and termination of Acquired Fund.  In respect of each Reorganization, this opinion as to certain U.S. federal income tax consequences of the Reorganization is furnished to you pursuant to the Plan.  Capitalized terms not defined herein are used herein as defined in the Plan.
Each Fund serves as a funding vehicle for variable annuity contracts and/or variable life insurance contracts (the “Contracts”) offered by certain insurance companies (each, and “Insurance Company”).  Each Insurance Company establishes separate accounts (the “Separate Accounts”) that in turn purchase shares of the Funds in order to fund the Insurance Company's obligations to the holders of the Contracts (“Contract Owners”) under Contracts.
For purposes of this opinion, we have considered the Plan, the most recently filed prospectus for each Fund (collectively, the “Prospectuses”), the Proxy Statement and Prospectus filed on Form N-14, dated February 11, 2021 (the “N-14”), and such other items as we have deemed necessary to render this opinion.  In addition, with respect to each Reorganization, each Fund, Jackson National Asset Management, LLC, Jackson National Life Insurance Company (“Jackson”) and Jackson National Life Insurance Company of New York (“Jackson-NY”) has provided us with a letter dated as of the date hereof (collectively, the “Representation Letters”) representing as to certain facts, occurrences and information upon which each Fund has indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above).
In reviewing the foregoing materials, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents.  We have further assumed that (i) all parties to the Plan and any other documents examined by us have acted, and will act, in accordance with the terms of such Plan and documents, and that the Reorganization will be consummated pursuant to the terms and conditions set forth in the Plan without the waiver or modification of any such terms and conditions; and (ii) all representations contained in the Plan, as well as those representations contained in the Representation Letters, are true and complete.
Each of Jackson and Jackson-NY has represented, among other representations, that each Contract issued or administered by such Insurance Company is treated as a “variable contract” within the meaning of Section 817(d) of the Internal Revenue Code of 1986, as amended (the “Code”).
Based on and subject to the foregoing and subject to the final paragraphs hereof, we are of the opinion that, with respect to each Reorganization, for U.S. federal income tax purposes, the Contract Owners will not recognize any taxable income, gain or loss as a result of the Reorganization.
No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above.  Our opinion is based on the Code, Treasury Regulations, IRS rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion.  The legal authorities on which this opinion is based may be changed at any time.  Any such changes may be retroactively applied and could modify the opinions expressed above.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

SCHEDULE A

JNLST Acquired Fund
JNLST Acquiring Fund
JNL/Goldman Sachs Competitive Advantage Fund
JNL/Vanguard U.S. Stock Market Index Fund
JNL/Goldman Sachs Intrinsic Value Fund
JNL/Vanguard U.S. Stock Market Index Fund
JNL/Goldman Sachs Dividend Income & Growth Fund
JNL/Vanguard U.S. Stock Market Index Fund
JNL/Goldman Sachs Total Yield Fund
JNL/Vanguard U.S. Stock Market Index Fund
JNL/Goldman Sachs International 5 Fund
JNL/Mellon International Index Fund
JNL/Vanguard International Stock Market Index Fund
JNL/Mellon International Index Fund
JNL/RAFI® Fundamental Asia Developed Fund
JNL/Mellon International Index Fund
JNL/RAFI® Fundamental Europe Fund
JNL/Mellon International Index Fund
JNL/Vanguard Global Bond Market Index Fund
JNL/Mellon Bond Index Fund
JNL/Vanguard Small Company Growth Fund
JNL Multi-Manager Small Cap Growth Fund
 JNL/Mellon Index 5 Fund
JNL/Vanguard Growth ETF Allocation Fund
JNL/DFA Growth Allocation Fund
JNL/Vanguard Growth ETF Allocation Fund
JNL/DFA Moderate Growth Allocation Fund
JNL/Vanguard Moderate Growth ETF Allocation Fund
JNL/Boston Partners Global Long Short Equity Fund
JNL Multi-Manager Alternative Fund
JNL/AQR Managed Futures Strategy Fund
JNL Moderate Allocation Fund
JNL/AQR Large Cap Relaxed Constraint Equity Fund
JNL/AQR Large Cap Defensive Style Fund
JNL/Franklin Templeton International Small Cap Fund
JNL Multi-Manager International Small Cap Fund
JNL/PPM America Small Cap Value Fund
JNL Multi-Manager Small Cap Value Fund
JNL/Vanguard Capital Growth Fund
JNL/T. Rowe Price Established Growth Fund

*An Acquired Fund and Acquiring Fund are “corresponding” if they are listed in the same row.