JNL SERIES TRUST

JNL/Goldman Sachs 4Morningstar PitchBook Listed Private Equity Index Fund

1 Corporate Way

Lansing, Michigan 48951

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 26,JULY 22, 2021

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Meeting”) of shareholders (the “Shareholders”) of the JNL/Goldman Sachs 4Morningstar PitchBook Listed Private Equity Index Fund (the “Fund”), a series of the JNL Series Trust, a Massachusetts business trust (the “Trust”), will be held at the offices of Jackson National Life Insurance Company, (“Jackson National”), 1 Corporate Way, Lansing, Michigan 48951 on March 26,July 22, 2021 at 4:9:00 p.m.a.m., Eastern Time, to consider and act upon the following proposalsproposal with respect to the Fund and to transact such other business as may properly come before the Meeting or any adjournments thereof:

1. To approve investment strategy changes for the Fund (“Proposal 1”).

2. To approveelimination of a proposed amendment to the Amended and Restated Investment Advisory and Management Agreement between the investment adviser, Jackson National Asset Management, LLC (“JNAM”fundamental policy regarding diversification (the “Policy Removal” or the “Adviser”), and the Trust, on behalf of the Fund (“Proposal 2”“Proposal”).

3. To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Goldman Sachs Asset Management, L.P. (“GSAM”), appointing GSAM as sub-adviser to the Fund (“Proposal 3”).

4. To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon Investments Corporation (“Mellon”), appointing Mellon as sub-adviser to the Fund (“Proposal 4”).

5. To approve a proposed amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund (“Proposal 5”).
   

2. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Due to the COVID-19 pandemic, Shareholders who attend the Meeting will be required to practice social distancing and to abide by all state and local restrictions. Multiple conferencesconference rooms may be used, as applicable, depending on the number of attendees and a dial in number will be provided. Each room is subject to frequent cleanings.

The Board of Trustees of the Trust (the “Board”) unanimously recommends that Shareholders vote FOR each of Proposal 1, Proposal 2, Proposal 3, Proposal 4, and Proposal 5 (each, a “Proposal,” and together, the “Proposals”).Proposal.

The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof.

Only Shareholders of record at the close of business on January 29,June 15, 2021 (the “Record Date”), shall be entitled to notice of, and to vote at, the Meeting or any adjournments thereof. Jackson National and/or Jackson National Life Insurance Company of New York have fixed the close of business on March 24,July 21, 2021, as the last day on which voting instructions will be accepted.

The Meeting may be adjourned whether or not a quorum is present, by the chairperson of the Meeting from time to time to reconvene at the same or some other place as determined by the chairperson of the Meeting for any reason, including failure of a Proposal to receive sufficient votes for approval. No shareholder vote shall be required for any adjournment. No notice need be given that the Meeting has been adjourned other than by announcement at the Meeting. Any business that might have been transacted at the original Meeting may be transacted at any adjourned Meeting.

YOUR VOTE IS IMPORTANT.

PLEASE RETURN YOUR VOTING INSTRUCTIONS CARD PROMPTLY.

By Order of the Board of Trustees,

/s/

Mark D. Nerud

Trustee, President, and Chief Executive Officer

JNL Series Trust

February 12,June 28, 2021

Lansing, Michigan

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JNL SERIES TRUST

JNL/Goldman Sachs 4Morningstar PitchBook Listed Private Equity Index Fund

1 Corporate Way

Lansing, Michigan 48951

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PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

February 12,June 28, 2021

This proxy statement is furnished in connection with the solicitation by and on behalf of the Board of Trustees (the “Trustees” or the “Board”) of JNL Series Trust (the “Trust”), a Massachusetts business trust, of proxies to be voted at a Special Meeting (the “Meeting”) of shareholders (the “Shareholders”) of the JNL/Goldman Sachs 4Morningstar PitchBook Listed Private Equity Index Fund (the “Fund”), a series of the Trust, to be held on March 26,July 22, 2021, at 4:9:00 p.m.a.m. Eastern Time, in the offices of Jackson National Life Insurance Company (“Jackson National”), 1 Corporate Way, Lansing, Michigan 48951, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders (the “Notice”).

Due to the COVID-19 pandemic, Shareholders who attend the Meeting will be required to practice social distancing and to abide by all state and local restrictions. Multiple conferencesconference rooms may be used, as applicable, depending on the number of attendees and a dial in number will be provided. Each room is subject to frequent cleanings.

The purpose of the Meeting is to consider and act upon the following proposalsproposal with respect to the Fund and to transact such other business as may properly come before the Meeting or adjournments thereof:

1. To approve investment strategy changes for the Fund (“Proposal 1”).

2. To approve a proposed amendment to the Amended and Restated Investment Advisory and Management Agreement between the investment adviser, Jackson National Asset Management, LLC (“JNAM” or the “Adviser”), and the Trust, on behalf of the Fund (“Proposal 2”).

3. To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Goldman Sachs Asset Management, L.P. (“GSAM”), appointing GSAM as sub-adviser to the Fund (“Proposal 3”).

4. To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon Investments Corporation (“Mellon”), appointing Mellon as sub-adviser to the Fund (“Proposal 4”).

5. To approve a proposed amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund (“Proposal 5”).

6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Notice, this proxy statement, and the accompanying voting instructions card were first mailed on or about February 18,July 1, 2021.

Additional Information

Additional information regarding the Trust can be found in the Trust’s most recent annual and semi-annual reportsreport to Shareholders.

The Trust will furnish, without charge, a copy of the Trust’s semi-annual report for the period ended June 30, 2020, a copy of the Trust’s annual report for the fiscal year ended December 31, 2019 (or a copy of the Trust’s annual report for the fiscal year ended December 31, 2020 when available), or a copy of the Trust’s prospectus and statement of additional information to any shareholder upon request. To obtain a copy, please call 1-800-644-4565 (Jackson Service Center) or 1-800-599-5651 (Jackson NY Service Center), write to the JNL Series Trust, P.O. Box 30314, Lansing, Michigan 48909-7814, or visit www.jackson.com.

VOTING INSTRUCTIONS

Quorum and Voting

The Amended and Restated By-Laws of the Trust, dated September 6, 2019 (the “By-Laws”), provide that, except as otherwise provided by law, the Amended and Restated Declaration of Trust dated June 1, 1994 and amended and restated on September 25, 2017 (the “Declaration of Trust”), or the By-Laws, the holders of a majority of the shares issued and outstanding and entitled to vote at the Meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business. The presence of Jackson National and/or Jackson National Life Insurance Company of New York (“Jackson NY,” and together with Jackson National, the “Insurance Companies”), through the presence of an authorized representative, constitutes a quorum. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

The By-Laws further provide that shares may be voted in person or by proxy. A proxy with respect to shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving its invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Any person giving voting instructions may revoke them at any time prior to their exercise by submitting to the Secretary of the Trust a superseding voting instruction form or written notice of revocation. Voting instructions can be revoked until the Meeting date. Only the Contract Owner executing the voting instructions can revoke them. The Insurance Companies will vote the shares of the Fund in accordance with all properly executed and unrevoked voting instructions. Unless otherwise specified in the proxy, the proxy shall apply to all shares of the Fund owned by the Shareholder.

Required Vote

Generally, a simple majority of votes cast is sufficient to take or authorize action upon any matter which may be presented for a Shareholder vote, unless a different vote is required by law, the Declaration of Trust or the By-Laws. Where a vote of the “majority of the outstanding voting securities” of a Fund is required to approve a proposal, it shall mean the lesser of (i) 67% or more of the shares of the Fund entitled to vote thereon present in person or by proxy at the Meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund. Except as otherwise provided by law, if a Shareholder abstains from voting as to any matter, then the shares represented by such abstention will be treated as shares that are present at the Meeting for purposes of determining the existence of a quorum. However, abstentions will not be counted as a vote cast on such proposal. The approval of a Proposal depends upon whether a sufficient number of votes are cast for the Proposal. Accordingly, an instruction to abstain from voting on a Proposal has the same practical effect as an instruction to vote against the Proposal.

Approval of Proposal 1 and Proposal 5 will require the affirmative vote of a majority of the votes cast by the holders of all of the Shares present or represented and voting on that Proposal.

Approval of Proposal 2, Proposal 3, and Proposal 4 will require the affirmative vote of a majority of the outstanding voting securities of the Fund, as that term is defined under the Investment Company Act of 1940, as amended, (the “1940 Act”), which is the lesser of (a) a vote of 67% or more of the Fund shares whose holders are present or represented by proxy at the meeting if the holders of more than 50% of all outstanding Fund shares are present in person or represented by proxy at the meeting, or (b) a vote of more than 50% of all outstanding Fund shares.

If the Proposals areProposal is approved by Shareholders of the Fund, theyit will be implemented on or about April 26,August 2, 2021.

Contract Owner Voting Instructions

The Trust is organized as a Massachusetts business trust. Interests in the Fund, a series of the Trust, are represented by shares. Shares of the Fund currently are sold only to separate accounts of the Insurance Companies to fund the benefits of variable life insurance and variable annuity contracts (“Variable Contracts”) issued by the Insurance Companies, to employee benefit plans of Jackson National or directly to the Insurance Companies, or to certain funds of the Trust and the Jackson Variable Series Trust organized as funds-of-funds. Although the Insurance Companies legally own all of the shares of the Fund held in their respective separate accounts that relate to Variable Contracts, a portion of the value of your Variable Contract is invested by the relevant Insurance Company, as provided in your Variable Contract, in shares of the Fund.

You have the right under the interpretations of the 1940 Act to instruct the Insurance Company how to vote the shares attributable to your Variable Contract. Owners of Variable Contracts (the “Contract Owners”) at the close of business on January 29,June 15, 2021 (the “Record Date”), will be entitled to notice of the Meeting and to instruct the relevant Insurance Company how to vote at the Meeting or any adjourned session. The Insurance Company will vote all such shares in accordance with the voting instructions timely given by the Contract Owners with assets invested in the Fund. Shares for which an Insurance Company receives a voting instruction card that is signed, dated, and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the Shares in favor of a Proposal. Shares for which an Insurance Company receives no timely voting instructions from a Contract Owner will be voted by the applicable Insurance Company either for or against approval of the applicable Proposal, or as an abstention, in the same proportion as the Shares for which Contract Owners have provided voting instructions to the Insurance Company. The Insurance Companies and their affiliates will vote their own shares and shares held by other regulated investment companies in the same proportion as voting instructions timely given by Contract Owners. As a result, a small number of Contract Owners may determine the outcome of the vote.

Contract Owners may use the enclosed voting instructions form as a ballot to give their voting instructions for those shares attributable to their Variable Contracts as of the Record Date. The Insurance Companies have fixed the close of business on March 24,July 21, 2021, as the last day on which voting instructions will be accepted.

Adjournments

Any authorized voting instructions will be valid for any adjournment of the Meeting. If the Trust receives an insufficient number of votes to approve a Proposal, the Meeting may be adjourned to permit the solicitation of additional votes.

The Meeting may be adjourned by the chairperson of the Meeting from time to time to reconvene at the same or some other place as determined by the chairperson of the Meeting for any reason, including failure of a Proposal to receive sufficient votes for approval. No Shareholder vote shall be required for any adjournment. No notice need be given that the Meeting has been adjourned other than by announcement at the Meeting. Any business that might have been transacted at the original Meeting may be transacted at any adjourned Meeting.

Revocation of Voting Instructions

Any person giving voting instructions may revoke them at any time prior to the Meeting by submitting to the Insurance Companies a superseding voting instruction form or written notice of revocation or by appearing and voting in person at the Meeting. Only the Contract Owner executing the voting instructions can revoke them. The Insurance Companies will vote the shares of the Fund in accordance with all properly executed and un-revoked voting instructions.

SUMMARY OF THE PROPOSAL S

PROPOSAL 1: To approve investment strategy changes for the fund.

IntroductionPROPOSAL: TO APPROVE THE ELIMINATION OF A FUNDAMENTAL POLICY REGARDING DIVERSIFICATION

TheJNL Series Trust (the “Trust”), a Massachusetts business trust, is an open-end investment company, commonly known as a mutual fund, registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust currently offers shares in 139128 funds, including the Fund. This proxy statement is being furnished to Shareholders of theJNL/Morningstar PitchBook Listed Private Equity Index Fund and relates to certain fund changes that will convert the Fund from a fund-of-funds to a managed fund. (the “Fund”). The Trust is providing this proxy statement to Shareholdersshareholders (the “Shareholders”) investing in the Fund as of January 29,June 15, 2021, the Record Date.

The following changes are being proposed:

JNAM serves asOn June 2-4, 2021, the investment adviser to the Trust and provides the funds of the Trust with professional investment supervision and management. JNAM is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). JNAM is a wholly owned subsidiary of Jackson National, a U.S. based financial services company. Jackson National 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.Board, a company whose principal place of business is in the United States of America or with the Prudential Assurance Company, a subsidiary of M&G plc, a company incorporated in the United Kingdom. Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978, owns a minority interest in Jackson Financial Inc. Prudential plc is also the ultimate parent of PPM America, Inc. JNAM also serves as the Fund’s administrator.

As the investment adviser to the Trust, JNAM selects, contracts with, and compensates the sub-advisers to manage the investment and reinvestment of the assets of the funds of the Trust. JNAM monitors the compliance of the sub-advisers with the investment objectives and related policies of the funds of the Trust, reviews the performance of the sub-advisers, and reports periodically on such performance to the Board. Under the terms of each of the sub-advisory agreements, the sub-adviser is responsible for supervising and managing the investment and reinvestment of the assets of the fund(s) and for directing the purchase and sale of their fund’s investment securities, subject to the oversight and supervision of JNAM the Board.  The sub-advisers formulate a continuous investment program for a fund consistent with its investment strategies, objectives and policies outlined in its prospectus.  Each sub-adviser implements such program by purchases and sales of securities and regularly reports to JNAM and the Board with respect to the implementation of such program. As compensation for its sub-advisory services, each sub-adviser receives a fee from JNAM, computed separately for the applicable fund, stated as an annual percentage of the fund’s net assets. JNAM currently is obligated to pay the sub-advisers out of the advisory fee it receives from the applicable fund.

Overview and Board Approval

At a meeting held on December 1-3, 2020 (the “December 2020 Board Meeting”), the Board, including the Trustees who are not “interested persons” as defined by the 1940 Act (the “Independent Trustees”), of the Trust voted to approve changes, effective on or about April 26, 2021 (“Effective Date”), to the Fund’s investment strategy and advisory, sub-advisory, and administrative fee structures, subject to approval by Shareholders.

Specifically, the Board, including the Independent Trustees, voted to approve the appointment of GSAM and Mellon as co-sub-advisers to the Fund and a corresponding amendment to each of the following agreements: (1) the Trust’s existing Amended and Restated Investment Sub-Advisory Agreement between JNAM and GSAM, effective December 1, 2012, as amended (“GSAM Sub-Advisory Agreement”), appointing GSAM as a sub-adviser to the Fund, effective on or about the Effective Date, subject to approval by Shareholders; and (2) the Trust’s existing Amended and Restated Investment Sub-Advisory Agreement between JNAM and Mellon, effective December 1, 2012, as amended (“Mellon Sub-Advisory Agreement”), appointing Mellon as a sub-adviser to the Fund, effective on or about the Effective Date, subject to approval by Shareholders. In addition, the Board approved changes to the Fund’s investment strategy, which are also proposed to be effective on or about the Effective Date, subject to approval by Shareholders. These changes are referred to as the “Strategy Changes” in this proxy statement.

The Fund is currently structured as a fund-of-funds and allocates its assets among certain underlying funds that are advised by JNAM. Pending Shareholder approval of the Proposals and as a result of the Strategy Changes, the Fund will change from a fund-of-funds to a managed fund. JNAM will continue to serve as its investment adviser, but it is proposed that GSAM and Mellon will serve as the Fund’s new sub-advisers. The Fund’s current advisory and administrative fees are based on the Fund’s fund-of-funds structure. Generally, fees are lower for funds-of-funds because JNAM is also compensated by the underlying funds in which a fund-of-funds, like the Fund, invests.

As a result of the structural change from a fund-of-funds to a managed Fund, it is further proposed that an advisory fee will be instituted for the Fund (the Fund currently pays no advisory fee), that the Fund’s administrative fee will increase and that the Fund will be subject to new sub-advisory fees, as described in Proposal 2 (advisory fee), Proposals 3 and 4 (sub-advisory fees), and Proposal 5 (administrative fee).

The Amended and Restated Investment Advisory and Management Agreement between JNAM and the Trust, on behalf of the Fund, effective July 1, 2013, as amended (the “Advisory Agreement”), was last approved by the Board, including the Independent Trustees, of the Fund at a meeting held on August 25-27, 2020. At the December 2020 Board Meeting, in connection with the Strategy Changes, the Board, including the Independent Trustees, of the Fund voted to approve (i) an amendment to the Advisory Agreement reflecting the increased advisory fee, (ii) an amendment to the GSAM Sub-Advisory Agreement approving GSAM as a sub-adviser to the Fund and the sub-advisory fee for the Fund, (iii) an amendment to the Mellon Sub-Advisory Agreement approving Mellon as a sub-adviser to the Fund and the sub-advisory fee for the Fund, and (iv) an amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund, effective July 1, 2013, as amended (the “Administration Agreement”), reflecting the increased administrative fee for the Fund. These fee changes are referred to as the “Fee Changes” in this proxy statement and are proposed to be effective on or about the Effective Date, subject to approval by Shareholders.

Each of GSAM and Mellon currently serves as a sub-adviser to one or more funds of the Trust pursuant to the GSAM Sub-Advisory Agreement and Mellon Sub-Advisory Agreement, respectively.

Despite the proposed increases in the Fund’s current advisory and administrative fees and the new sub-advisory fees, it is expected that the Fund’s total annual operating expenses will decrease as a result of the Strategy Changes and Fee Changes described in this proxy statement. This is because, as a managed fund, the Fund will no longer incur “acquired fund fees and expenses” from its investment in underlying funds. The Fund’s total annual operating expenses are expected to decrease beginning on or about the Effective Date, as discussed in more detail below.

Information Regarding Strategy Changes

JNAM is recommending certain investment strategy changes for the Fund, which is currently a fund-of-funds. The Strategy Changes are being proposed to convert the Fund from a fund-of-funds that is designed to invest in a group of underlying funds to a managed fund that invests in securities directly.

JNAM will continue to serve as the Fund’s investment adviser, but it is proposed that GSAM and Mellon will serve as new sub-advisers to the Fund. In acting as the Fund’s new sub-advisers, GSAM will be responsible the selection and allocation of investments, and Mellon will be responsible for trading services for the Fund. As a managed fund, the Fund will seek to achieve its objective by investing in stocks of approximately 150 distinct companies included in the S&P 500® Index. GSAM will select investments using three equally weighted factors: quality (which will emphasize competitive advantage), value (which will emphasize dividend income and growth and intrinsic value), and momentum. GSAM will also incorporate S&P Quality Rankings and S&P Global Ratings Issuer Credit Ratings in the selection process.

If Shareholders approve the Strategy Changes, the Fund’s investment strategies will be revised to reflect that the Fund will no longer invest in underlying funds and to reflect GSAM’s quality, value, and momentum strategies. A comparison of the Fund’s current and proposed investment objective and principal investment strategies is shown in the table below.

Information Regarding Principal Risks

If Shareholders approve the Strategy Changes, the Fund’s principal risks will also be revised. If the Strategy Changes are approved the principal risks will be revised consistent with the respective strategies managed by the Fund’s new sub-advisers. Such changes include the removal of allocation risk, investment in other investment companies risk, investment style risk, mid-capitalization and small-capitalization investing risk, and underlying funds risk, and the addition of accounting risk, company risk, derivatives risk, exchange-traded funds investing risk, large-capitalization risk, stock risk, and passive investment risk. A comparison of the Fund’s current principal risks and the proposed principal risks is shown in the table below.

For complete disclosure of the Fund’s investment objective, investment strategies, risks and other related disclosure, as well as how this disclosure is proposed to be revised, please see Appendix A.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 1.

SUMMARY OF PROPOSAL 2

PROPOSAL 2: TO APPROVE A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN JNAM AND THE TRUST, ON BEHALF OF THE FUND.

Overview

At the December 2020 Board Meeting, the Board, including the Independent Trustees, voted to approve an amendment to the Advisory Agreement, which would institute an advisory fee payable by the Fund to JNAM (the Fund currently pays no advisory fee to JNAM because JNAM is compensated by the underlying funds in which the Fund currently invests) effective on or about the Effective Date.

As discussed above, in connection with the Strategy Changes, the Fund will change from a fund-of-funds structure to a managed structure. In connection with this change from a fund-of-funds structure to a managed structure, the Fund’s overall fee structure is proposed to change. Pending Shareholder approval of the Strategy Changes, JNAM will begin to oversee the proposed new sub-advisers, GSAM and Mellon, in implementing the Fund’s new investment strategy. This, combined with the Strategy Changes, will result in changes to certain of the services JNAM currently provides for the Fund.

As the investment adviser to the Trust, JNAM provides the Trust with professional investment supervision and management under the Advisory Agreement. JNAM is registered with the SEC under the Advisers Act. Under the Trust’s Advisory Agreement, JNAM 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 the funds will be exercised. JNAM also provides recordkeeping, administrative, and exempt transfer agent services to the funds and oversees the performance of services provided to the funds by other service providers, including the custodian and shareholder servicing agent. JNAM 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.

Information Concerning JNAM, the Fund’s Adviser

JNAM, located at 1 Corporate Way, Lansing, Michigan 48951, serves as the investment adviser to the Trust and provides the Trust with professional investment supervision and management. The Adviser is a wholly owned subsidiary of Jackson National Life Insurance Company (“Jackson”), a U.S.-based financial services company. Jackson is a wholly owned subsidiary of Jackson Financial Inc., which is a subsidiary of Prudential plc. Prudential plc is 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, or with The Prudential Assurance Company Ltd, a subsidiary of M&G plc, a company incorporated in the United Kingdom. Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978, owns a minority interest in Jackson Financial Inc. Prudential plc is also the ultimate parent of PPM America, Inc.

JNAM was organized in 2000 under the laws of Michigan, and managed or advised assets totaling $261.1 billion as of December 31, 2020.

JNAM plays an active role in advising and monitoring each fund and sub-adviser. When appropriate, JNAM recommends to the Board potential sub-advisers for a fund. For those funds managed by a sub-adviser, JNAM monitors each sub-adviser’s fund management team to determine whether its investment activities remain consistent with the funds’ investment strategies and objectives. JNAM 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, JNAM obtains detailed, comprehensive information concerning each fund’s and sub-adviser’s performance and fund operations. JNAM is responsible for providing regular reports on these matters to the Board.

Executive/Principal Officers, Directors, and General Partners of JNAM, located at 1 Corporate Way, Lansing, Michigan, 48951:

The following person(s) beneficially own 10% or more of the outstanding voting securities of JNAM:

No Trustee has had any material interest, direct or indirect, in any material transactions since January 1, 2020, the beginning of the Trust’s most recently completed fiscal year, or in any material proposed transactions, to which JNAM, any parent or subsidiary of JNAM, or any subsidiary of the parent of such entities was or is to be a party.

Information Regarding the Advisory Agreement with JNAM

JNAM is the adviser to all of the funds of the Trust, pursuant to the Advisory Agreement. The Advisory Agreement was most recently approved by the Board with respect to the Fund at a meeting held on August 25-27, 2020, and was most recently approved by shareholders of all series of the Trust then in existence on October 10, 2000, in connection with an arrangement that would permit the investment adviser (formerly known as Jackson National Financial Services, LLC), with Board approval, to enter into or amend sub-advisory agreements without shareholder approval.

At the December 2020 Board Meeting, the Board, including the Independent Trustees, voted to approve the amendment to the Advisory Agreement, subject to Shareholder approval. The following description of the Advisory Agreement is qualified by the Advisory Agreement, attached as Appendix B.

Under the Advisory Agreement, JNAM is responsible for managing the affairs and overseeing the investments of the Fund and determining how voting and other rights with respect to securities owned by the Fund will be exercised. JNAM also provides recordkeeping, administrative and exempt transfer agent services to the Fund and oversees the performance of services provided to the Fund by other service providers, including the custodian and shareholder servicing agent. JNAM is authorized to delegate certain of its duties with respect to the Fund to a sub-adviser, subject to the approval of the Board, and is responsible for overseeing that sub-adviser’s performance. JNAM is solely responsible for payment of any fees to the sub-adviser.

The Advisory Agreement provides that it will remain in effect through September 30th each year, and thereafter only so long as the continuance is approved at least annually by September 30th by the Board or by vote of the holderselimination of a majority of the outstanding voting securities of the Fund, and by vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated at any time, without the payment of any penalty, on sixty days’ written notice by the Trust. The Advisory Agreement may be terminated by the Adviser at any time with the consent of the Trustees (including a majority of the Independent Trustees), without payment of any penalty, on like notice to the Trust, provided, however, that the Advisory Agreement may not be terminated by the Adviser unless another investment advisory agreement has been approved by the Trust, or after six months’ written notice, whichever is earlier. The Advisory Agreement also terminates automatically in the event of its assignment.

The Advisory Agreement generally provides that the Adviser, its officers, directors, employees, agents or affiliates will not be subject to any liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services including, without limitation, any error of judgment or mistake of law or for any loss suffered by the funds in connection with the performance of the Adviser’s duties under the Advisory Agreement, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. There are no material changes to the Advisory Agreement resulting from the changes described herein, except the advisory fee change for the Fund described below.

Material Terms of the Amendment to the Advisory Agreement

The proposed amendment to the Advisory Agreement will increase the advisory fee to be paid by the Fund, as shown below. The proposed amendment does not modify any other material terms of the Advisory Agreement. If Shareholders approve Proposal 2, the term of the amendment will commence on or about the Effective Date. The amendment and the Advisory Agreement, as amended, are attached to this proxy statement as Appendix B.

All services under the amendment must be provided in accordance with the provisions of the 1940 Act and any rules and regulations thereunder, the Securities Act of 1933 and any rules and regulations thereunder, the Internal Revenue Code of 1986, any other applicable provisions of law, the Trust’s Declaration of Trust and By-Laws, and policies adopted by the Trustees and the investment policies of the Fund as adopted by the Board and as disclosed in the Fund’s registration statements on file with the SEC, as amended from time to time.

The following table sets forth the aggregate amount of advisory fees paid by the Fund to JNAM for the year ended December 31, 2020. Assuming the proposed amendment to the Advisory Agreement was in place for the year ended December 31, 2020, the pro forma advisory fees would have been higher, as shown below.

At the December 2020 Board Meeting, the Board, including the Independent Trustees, of the Fund voted to approve the appointment of GSAM as a sub-adviser for the Fund and to approve a corresponding amendment (the “Amendment”) to the GSAM Sub-Advisory Agreement appointing GSAM as a sub-adviserdiversification for the Fund, subject to approval by Shareholders. Pending Shareholder approval, GSAMShareholders (the “Policy Removal” or the “Proposal”).

All mutual funds are required to adopt fundamental policies with respect to a limited number of matters. Fundamental investment restrictions or policies cannot be changed, as a matter of law, without shareholder approval.

The Fund recently commenced operations on April 26, 2021. The Fund has been and continues to be managed in compliance with the diversification limits of the 1940 Act. Under the 1940 Act, a Fund that is a “diversified company” will begin providinghave at least 75% of the day-to-day managementvalue of its total assets represented by the following:

Because the Fund operates as an “index fund” that seeks to meet its investment objective by seeking to track the performance of the Morningstar^® PitchBook Developed Markets Listed Private Equity Index^SM (“Index”), it uses a passive investment approach, called indexing, which attempts to replicate the investment performance of the Index through representative sampling. The primary purpose of the Proposal is to remove the Fund’s diversification limits so that the Fund can invest in the stocks in the Index in the same or similar weights as the Index.

Jackson National Asset Management, LLC (“JNAM”), the investment adviser to the Fund, has reviewed the current fundamental policies for the Fund and has recommended to the Board that the fundamental policy with respect to diversification for the Fund be removed. If the Proposal is approved by Shareholders, the requirement that the Fund operate as diversified will no longer apply, effective on or aboutAugust 2, 2021.

At its June 2-4, 2021 meeting, the Effective Date.Board reviewed materials provided by JNAM and upon review and consideration of those materials, as well as discussion with their independent counsel, concluded that the Policy Removal is appropriate. In reaching its conclusion, the Board considered the Fund’s investment strategies and its correlation to the Index, the current diversification requirements, and the impact of the removal of the fundamental policy.

The current fundamental policy for the Fund is set forth in the table below (underlined emphasis added):

If approved by Shareholders, GSAM will be appointed as a sub-adviser for the Fund and the principal investment strategies and principal risks forshareholders, the Fund will be updated perexcepted from the Strategy Changes discussed above.

There is currently no sub-advisory fee structure in place forabove-referenced policy and will operate as a non-diversified fund. The Policy Removal will not have any material effect on the Fund’s current investment objective. If approved by Shareholders of the Fund, asthe Policy Removal will become effective on August 2, 2021. If the Policy Removal is not approved by Shareholders of the Fund, does not currently have a sub-adviser. The proposed sub-advisory fee will be paid by JNAM to GSAM on behalf of the Fund. As discussed above, it is proposed that the Fund will change from a fund-of-funds to a managed Fund effective on or about the Effective Date, and as a result the Fund’s total net expense ratio is expected to decrease.

Information concerning GSAM – Proposed Investment Sub-Adviser

GSAM is located at 200 West Street, New York, New York, 10282. GSAM has been registered as an investment adviser since 1990 and is an affiliate of Goldman Sachs & Co. LLC (“Goldman Sachs”).

As a sub-adviser to the Fund, GSAM will provide the Fund with investment research, advice, and supervision, and will manage the Fund consistent with its investment objective and policies (as amended per the Strategy Changes discussed above).

Executive/Principal Officers and General Partners of GSAM located at 200 West Street, New York, New York, 10282:

*Information as of December 31, 2020

GSAM Holdings LLC, also located at 200 West Street, New York, New York 10282, is the general partner and principal owner of GSAM. GSAM Holdings LLC is wholly owned subsidiary of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a worldwide, full-service financial services organization.

As of January 29, 2021, no Trustees or officers of the Trust were officers, employees, directors, general partners, or shareholders of GSAM, and no Trustees or officers of the Trust owned securities or had any other material direct or indirect interest in GSAM or any other entity controlling, controlled by, or under common control with GSAM. In addition, no Trustee has had any material interest, direct or indirect, in any material transactions since January 1, 2020, the beginning of the Trust’s most recently completed fiscal year, or in any material proposed transactions, to which GSAM, any parent or subsidiary of GSAM, or any subsidiary of the parent of such entities was or is to be a party.

Information regarding the Sub-Advisory Agreement with GSAM

GSAM is a sub-adviser to separate funds of the Trust, pursuant to the GSAM Sub-Advisory Agreement. The GSAM Sub-Advisory Agreement was most recently approved by the Board at a meeting held on August 25-27, 2020. JNAM has received an exemptive order from the SEC that permits JNAM, subject to certain conditions, to enter into agreements relating to the Trust with unaffiliated sub-advisers approved by the Board without obtaining shareholder approval. As such, the GSAM Sub-Advisory Agreement has not been approved by shareholders but is regularly reviewed by JNAM and the Board pursuant to the exemptive order.

At the December 2020 Board Meeting, the Board, including the Independent Trustees, voted to appoint GSAM as a sub-adviser to the Fund and approved the Amendment to the GSAM Sub-Advisory Agreement, subject to Shareholder approval. The following description of the GSAM Sub-Advisory Agreement is qualified by the GSAM Sub-Advisory Agreement, attached as Appendix C.

Under the GSAM Sub-Advisory Agreement, GSAM provides investment portfolio management services to certain funds of the Trust. GSAM is responsible for managing the investment and reinvestment of the assets of those funds, subject to the oversight and supervision of JNAM and the Board. GSAM is also responsible for supervising and directing the investments of each fund in accordance with its investment objective, program, and restrictions.

The GSAM Sub-Advisory Agreement provides that itcurrent policy will remain in effect through September 30th each year, and thereafter only so long asfor the continuance is approved at least annually by September 30th byFund.

Approval of the Board or byPolicy Removal for the Fund requires the affirmative vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Fund, which means the affirmative vote of the holderslesser of a majority(i) more than 50% of the outstanding voting securities of a Fund, or (ii) 67% or more of the Fund, and by votevoting securities of a majorityFund present at the Meeting if more than 50% of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The GSAM Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, on sixty days’ written notice by the Trust or by the vote of a majority of theFund’s outstanding voting securities of each fund for which GSAM is appointed sub-adviser,are present at the Meeting in person or by JNAM with the consent of the Board (including a majority of the Independent Trustees), or on sixty days’ written notice by GSAMproxy. For this purpose, “voting securities” refers to the Trust. The GSAM Sub-Advisory Agreement also terminates automatically in the event of its assignment.

The GSAM Sub-Advisory Agreement generally provides that GSAM, its officers, directors, employees, agents or affiliates will not be subject to any liability to JNAM or the funds or their directors, officers, employees, agents or affiliates for any error of judgment or mistake of law or for any loss suffered by the funds in connection with the performance of GSAM’s duties under the GSAM Sub-Advisory Agreement or its failure to perform due to events beyond its reasonable control, except for a loss resulting from willful malfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the GSAM Sub-Advisory Agreement.

If the appointment of GSAM as a sub-adviser to the Fund is approved by Shareholders, JNAM will be obligated to pay GSAM out of the advisory fee it receives from the Fund.

Material Terms of the Amendment to the GSAM Sub-Advisory Agreement

The Amendment adds the Fund to the current GSAM Sub-Advisory Agreement. In all material respects, the Amendment does not modify the material terms of the GSAM Sub-Advisory Agreement, and (other than with respect to the specified fee rate for the Fund) the same terms will apply to the Fund as currently apply to the existing funds for which GSAM serves as sub-adviser. If Shareholders approve the Proposal, the term of the Amendment will commence on or about the Effective Date. The Amendment and the GSAM Sub-Advisory Agreement, as amended, are attached to this proxy statement as Appendix C.

Under the Amendment, GSAM would provide sub-advisory services to the Fund, including making decisions regarding the acquisitions, holding, or disposition of securities or other assets that the Fund may own or contemplate acquiring from time to time. All services under the Amendment must be provided in accordance with the provisions of the 1940 Act and any rules and regulations thereunder, the Securities Act of 1933 and any rules and regulations thereunder, the Internal Revenue Code of 1986, any other applicable provisions of law, the Trust’s Declaration of Trust and By-Laws, and policies adopted by the Trustees and the investment policies of the Fund as adopted by the Board and as disclosed in the Fund’s registration statements on file with the SEC, as amended from time to time.

The advisory fees to be paid by the Fund are described above in Proposal 2. JNAM is responsible for paying all sub-advisers out of its own resources. As noted above, there is not currently a sub-advisory fee structure for the Fund. If Proposal 3 is approved, JNAM will pay GSAM a sub-advisory fee equal to a percentage of the Fund’s average daily net assets attributable to the Fund, based on the below schedule.

The following table sets forth the aggregate amount of sub-advisory fees paid by JNAM, on behalf of the Fund, for the year ended December 31, 2020. Assuming the Amendment to the GSAM Sub-Advisory Agreement was in place for the year ended December 31, 2020, the pro forma sub-advisory fees would have been higher, as shown below.

Portfolio Management

The Fund will be managed by a team of GSAM investment professionals acting together to manage the assets of the Fund in accordance with GSAM’s quality, value, and momentum strategies. The portfolio managers of the Fund are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. The Fund’s proposed portfolio managers and a summary of their background and experience is set forth below.

Marcus Ng, CFA is a portfolio manager on the Quantitative Investment Strategies (QIS) team within GSAM. He joined GSAM in 2019 as a vice president. Prior to joining GSAM, Mr. Ng was at S&P Investment Advisory Services (“SPIAS”), having joined in 2006. He managed the advisory quantitative equity portfolios and was responsible for quantitative portfolio research to enhance existing models and develop new strategies. Prior to joining SPIAS, Mr. Ng worked for the ClariFI® group at S&P Global Market Intelligence (formerly S&P Capital IQ) advising clients on how to use the full suite of technologies in the development of quantitative equity strategies. Mr. Ng holds a Master of Science in Investment Management from Boston University and a Bachelor of Science degree in Physics from California Institute of Technology. He is also a CFA charterholder.

Nicholas Chan, CFA is a portfolio manager on the Quantitative Investment Strategies (QIS) team within GSAM. He also oversees the team’s client portfolio management effort in the Americas and Bengaluru. Mr. Chan joined Goldman Sachs in 2000. He earned an AB in International Relations, with honors and Phi Beta Kappa, from Stanford University in 2000 and an MBA from Harvard Business School in 2006. He is a CFA charterholder.

Other Investment Companies Sub-Advised by GSAM

Because the Fund is customized for the Trust, GSAM does not act as an adviser to any other investment companies having similar investment objectives and policies as thoseshares of the Fund.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 3.THE PROPOSAL.

SUMMARY OF PROPOSAL 4

PROPOSAL 4: TO APPROVE A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN JNAM AND MELLON, APPROVING MELLON AS SUB-ADVISER TO THE FUND.

Overview

At the December 2020 Board Meeting, the Board, including the Independent Trustees, of the Fund voted to approve the appointment of Mellon as a sub-adviser for the Fund and to approve a corresponding amendment (the “Amendment”) to the Mellon Sub-Advisory Agreement appointing Mellon as a sub-adviser for the Fund, subject to approval by Shareholders. Pending Shareholder approval, Mellon will begin managing the investment of the Fund’s portfolio assets according to the allocations by GSAM, effective on or about the Effective Date.

If approved by Shareholders, Mellon will be appointed as a sub-adviser for the Fund and the principal investment strategies and principal risks for the Fund will be updated per the Strategy Changes discussed above.

There is currently no sub-advisory fee structure in place for the Fund, as the Fund does not currently have a sub-adviser. The proposed sub-advisory fee will be paid by JNAM to Mellon on behalf of the Fund. As discussed above, it is proposed that the Fund will change from a fund-of-funds to a managed Fund effective on or about the Effective Date, and as a result the Fund’s total net expense ratio is expected to decrease.

Information concerning Mellon – Proposed Investment Sub-Adviser

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 and BNY Mellon Corp. are headquartered at BNY Mellon Center, One Boston Place, Boston, Massachusetts 02108.

As a sub-adviser to the Fund, Mellon will be responsible for managing the investment of the Fund’s portfolio assets according to the allocations by GSAM. Mellon will direct portfolio transactions, as required, to closely replicate the allocation instructions prepared by GSAM.

Executive/Principal Officers and Directors of Mellon located at One Boston Place, Boston, Massachusetts 02108:

The following person(s) beneficially own 10% or more of the outstanding voting securities of Mellon:

MBC Investments Corporation owns between 80% and 100% of Mellon Investments Corporation (Mellon), with up to 20% owned by certain Mellon employees through authorized employee class restricted shares. MBC Investments Corporation is 100% owned by BNY Mellon IHC, LLC, which is 100% owned by The Bank of New York Mellon Corporation.

As of January 29, 2021, no Trustees or officers of the Trust were officers, employees, directors, general partners, or shareholders of Mellon, and no Trustees or officers of the Trust owned securities or had any other material direct or indirect interest in Mellon or any other entity controlling, controlled by, or under common control with Mellon. In addition, no Trustee has had any material interest, direct or indirect, in any material transactions since January 1, 2020, the beginning of the Trust’s most recently completed fiscal year, or in any material proposed transactions, to which Mellon, any parent or subsidiary of Mellon, or any subsidiary of the parent of such entities was or is to be a party.

Information regarding the Sub-Advisory Agreement with Mellon

Mellon is a sub-adviser to separate funds of the Trust, pursuant to the Mellon Sub-Advisory Agreement. The Mellon Sub-Advisory Agreement was most recently approved by the Board at a meeting held on August 25-27, 2020. JNAM has received an exemptive order from the SEC that permits JNAM, subject to certain conditions, to enter into agreements relating to the Trust with unaffiliated sub-advisers approved by the Board without obtaining shareholder approval. As such, the Mellon Sub-Advisory Agreement has not been approved by shareholders but is regularly reviewed by JNAM and the Board pursuant to the exemptive order.

At the December 2020 Board Meeting, the Board, including the Independent Trustees, voted to appoint Mellon as a sub-adviser to the Fund and approved the Amendment to the Mellon Sub-Advisory Agreement, subject to Shareholder approval. The following description of the Mellon Sub-Advisory Agreement is qualified by the Mellon Sub-Advisory Agreement, attached as Appendix D.

Under the Mellon Sub-Advisory Agreement, Mellon provides investment portfolio management services to certain funds of the Trust. Mellon is responsible for managing the investment and reinvestment of the assets of those funds, subject to the oversight and supervision of JNAM and the Board. Mellon is also responsible for supervising and directing the investments of each fund in accordance with its investment objective, program, and restrictions.

The Mellon Sub-Advisory Agreement provides that it will remain in effect through September 30th each year, and thereafter only so long as the continuance is approved at least annually by September 30th by the Board or by vote of the holders of a majority of the outstanding voting securities of the Fund, and by vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The Mellon Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, on sixty days’ written notice by the Trust or by the vote of a majority of the outstanding voting securities of each fund for which Mellon is appointed sub-adviser, or by JNAM with the consent of the Board (including a majority of the Independent Trustees), or on sixty days’ written notice by Mellon to the Trust. The Mellon Sub-Advisory Agreement also terminates automatically in the event of its assignment.

The Mellon Sub-Advisory Agreement generally provides that Mellon, its officers, directors, employees, agents or affiliates will not be subject to any liability to JNAM or the funds or their directors, officers, employees, agents or affiliates for any error of judgment or mistake of law or for any loss suffered by the funds in connection with the performance of Mellon’s duties under the Mellon Sub-Advisory Agreement or its failure to perform due to events beyond its reasonable control, except for a loss resulting from willful malfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Mellon Sub-Advisory Agreement.

If the appointment of Mellon as a sub-adviser to the Fund is approved by Shareholders, JNAM will be obligated to pay Mellon out of the advisory fee it receives from the Fund.

Material Terms of the Amendment to the Mellon Sub-Advisory Agreement

The Amendment adds the Fund to the current Mellon Sub-Advisory Agreement. In all material respects, the Amendment does not modify the material terms of the Mellon Sub-Advisory Agreement, and (other than with respect to the specified fee rate for the Fund) the same terms will apply to the Fund as currently apply to the existing funds for which Mellon serves as sub-adviser. If Shareholders approve the Proposal, the term of the Amendment will commence on or about the Effective Date. The Amendment and the Mellon Sub-Advisory Agreement, as amended, are attached to this proxy statement as Appendix D.

Under the Amendment, Mellon would provide sub-advisory services to the Fund, including managing the investment portfolio assets according to the allocations by GSAM. Mellon will direct portfolio transactions, as required, to closely replicate the allocation instructions prepared by GSAM. All services under the Amendment must be provided in accordance with the provisions of the 1940 Act and any rules and regulations thereunder, the Securities Act of 1933 and any rules and regulations thereunder, the Internal Revenue Code of 1986, any other applicable provisions of law, the Trust’s Declaration of Trust and By-Laws, and policies adopted by the Trustees and the investment policies of the Fund as adopted by the Board and as disclosed in the Fund’s registration statements on file with the SEC, as amended from time to time.

The advisory fees to be paid by the Fund are described above in Proposal 2. JNAM is responsible for paying all sub-advisers out of its own resources. As noted above, there is not currently a sub-advisory fee structure for the Fund. If Proposal 4 is approved, JNAM will pay Mellon a sub-advisory fee equal to a percentage of the Fund’s average daily net assets attributable to the Fund, based on the below schedule.

The following table sets forth the aggregate amount of sub-advisory fees paid by JNAM, on behalf of the Fund, for the year ended December 31, 2020. Assuming the Amendment to the Mellon Sub-Advisory Agreement was in place for the year ended December 31, 2020, the pro forma sub-advisory fees would have been higher, as shown below.

Portfolio Management

The Fund will be managed by a team of Mellon investment professionals acting together to manage the assets of the Fund. Mellon will manage the investment of portfolio assets according to the allocations by GSAM. Mellon will direct portfolio transactions, as required, to closely replicate the allocation instructions prepared by GSAM. The portfolio managers of the Fund are jointly and primarily responsible for monitoring and reviewing portfolio allocations, and executing GSAM portfolio allocations. The Fund’s proposed portfolio managers and a summary of their background and experience is set forth below.

Thomas Durante, CFA, is Managing Director, Co-Head of Equity Index - Portfolio Management. Mr. Durante 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.

Marlene Walker Smith is Director, Co-Head of Equity Index - Portfolio Management at Mellon. Ms. Walker Smith joined Mellon in 1995. She leads a team of portfolio managers covering domestic and international index portfolios, as well as corporate actions. Ms. Walker Smith has been working in the investment industry since 1990. She holds an MBA from the University of Pittsburgh and a BA from Washington & Jefferson College.

David France, CFA, is Vice President and Senior Portfolio Manager at Mellon. Mr. France joined Mellon in 2009. He has been working in the investment industry since 2009. Mr. France is responsible for managing domestic and international equity indexing portfolios. He earned an MS in finance from Loyola University Maryland and a BSBA in accounting from Duquesne University. Mr. France holds the CFA^® designation and is a member of CFA Institute and CFA Society Pittsburgh.

Todd Frysinger, CFA, is Vice President and Senior Portfolio Manager at Mellon. Mr. Frysinger joined Mellon in 2007. Mr. Frysinger is responsible for managing domestic and international equity indexing portfolios. He earned an MS in finance from Boston College and a BS in finance and management from Elizabethtown College. He holds the CFA^® designation and is a member of CFA Institute and CFA Society Pittsburgh.

Vlasta Sheremeta, CFA, is Vice President and Senior Portfolio Manager at Mellon. Ms. Sheremeta joined Mellon in 2011. She has been working in the investment industry since 2010. Ms. Sheremeta is responsible for managing domestic and international equity indexing portfolios. Ms. Sheremeta earned an MBA from Carnegie Mellon University and a BS in business administration from the University of Pittsburgh. She holds the CFA^® designation, and is a member of CFA Institute and CFA Society Pittsburgh.

Michael Stoll is Vice President and Senior Portfolio Manager at Mellon. Mr. Stoll joined Mellon in 2005. He has been working in the investment industry since 2004. Mr. Stoll is responsible for managing domestic and international equity indexing portfolios. Mr. Stoll earned a BS in civil engineering from the University of California at Irvine, and an MBA and an MS in engineering from the University of California at Berkeley.

Other Investment Companies Sub-Advised by Mellon

Because the Fund is customized for the Trust, Mellon does not act as an adviser to any other investment companies having similar investment objectives and policies as those of the Fund.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 4.

SUMMARY OF PROPOSAL 5

PROPOSAL 5: TO APPROVE A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN JNAM AND THE TRUST, ON BEHALF OF THE FUND.

Overview

At the December 2020 Board Meeting, the Board, including the Independent Trustees, of the Fund voted to approve an amendment (“Amendment”) to the Administration Agreement. In connection with the Strategy Changes described earlier in this proxy statement, the Fund will convert from a fund-of-funds to a managed fund effective on or about the Effective Date. As also described earlier in this proxy statement, the change to a managed structure will result in changes to the administrative services to be provided the Fund and the corresponding administrative fee to be paid by the Fund.

Information Regarding the Administration Agreement with JNAM

JNAM serves as the administrator to the Fund. 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 of the Trust. In addition, JNAM, in its capacity as administrator, also pays a portion of the costs of the Trust’s Chief Compliance Officer. In return for these services, each fund pays JNAM an administrative fee equal to a certain percentage of the fund’s average daily net assets, accrued daily and paid monthly.

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 Trust’s Chief Compliance Officer, and the fees and expenses of the Independent Trustees and of independent legal counsel to the Independent Trustees.

At the December 2020 Board Meeting, the Board, including the Independent Trustees, voted to approve the Amendment to the Administration Agreement, subject to Shareholder approval. This description of the Administration Agreement is qualified by the Administration Agreement, attached as Appendix E.

There are no material changes to the Administration Agreement resulting from the changes described in this proxy statement, other than the fee change described below.

Material Terms of the Amendment to the Administration Agreement

The Amendment will reflect the increase in the administrative fee payable by the Fund to JNAM, as its administrator. In all material respects, the Amendment does not modify the material terms of the Administration Agreement, and (other than with respect to the specified fee rate for the Fund) the same terms will apply to the Fund as currently apply to the Fund under the Administration Agreement. If Shareholders approve the Proposal, the term of the Amendment will commence on or about the Effective Date. The Amendment and the Administration Agreement, as amended, are attached to this proxy statement as Appendix E.

Under the Amendment, JNAM would provide administrative services to the Fund that are consistent with administrative services provided to other managed funds in the Trust. The fee structure outlined below and in the Amendment will therefore bring the Fund more in line with other managed funds in the Trust.

Currently, the Fund pays JNAM an administrative fee equal to a percentage of its average daily net assets based on the below schedule.

Pending Shareholder approval, the Fund will pay JNAM an administrative fee equal to a percentage of its average daily net assets based on the below schedule.

The following table sets forth the aggregate amount of administrative fees paid to JNAM by the Fund for the year ended December 31, 2020. Assuming the Amendment to the Administration Agreement was in place for the year ended December 31, 2020, the pro forma administrative fees would have been higher, as shown below.

The Trustees believe that the proposed fee schedule is fair for the services to be provided by JNAM as administrator to the Fund. If this Proposal is approved by Shareholders, the Amendment will become effective on or about the Effective Date.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 5.

JNL/Goldman Sachs 4 Fund

COMPARATIVE FEE AND EXPENSE TABLES

Although the advisory and administrative fees of the Fund are proposed to be increased and a new sub-advisory fee structure is proposed to be implemented, as discussed above, there will be no resulting increase to the Fund’s total annual operating expenses or expense examples.

Fee Tables

The following tables show the fees and expenses of the Fund and the estimated pro forma fees and expenses of shares of the Fund after giving effect to the Proposals discussed in this proxy statement. Fees and expenses for the Fund are based on those incurred for the fiscal year ended December 31, 2020. The pro forma fees and expenses of the Fund shares assume that the Proposals had been in effect for the year ended December 31, 2020. The tables below do not reflect any fees and expenses related to the Variable Contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, which would increase overall fees and expenses. Please refer to your Variable Contract prospectus for a description of those fees and expenses.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

Pro Forma Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

Expense Examples

This example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect fees and expenses related to the Variable 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 example assumes that:

• You invest $10,000 in the Fund for the time periods indicated; 
• Your investment has a 5% annual return; 
• The Fund’s operating expenses remain the same as they were as of December 31, 2020; and 
• You redeem your investment at the end of each time period. 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

BROKERAGE COMMISSIONS AND FUND TRANSACTIONS

With respect to portfolio security transactions, JNAM, GSAM, and Mellon would attempt to achieve best execution and have complete freedom as to the markets in and the broker/dealers through which they seek this result. JNAM, GSAM, and Mellon would be authorized, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, when placing portfolio transactions for the Fund with a broker to pay a brokerage commission (to the extent applicable) in excess of that which another broker might have charged for effecting the same transaction on account of the receipt of research, market or statistical information. The term “research, market or statistical information” may include (a) advice as to (i) the value of securities, (ii) the advisability of investing in, purchasing or selling securities, and (iii) the availability of securities or purchasers or sellers of securities and (b) furnishing analysis and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Higher commissions are authorized to be paid to firms that provide research services to the extent permitted by law. JNAM, GSAM, and Mellon would be able to use this research information in managing the Fund’s assets, as well as the assets of other clients. However, Mellon currently does not plan to use soft dollars, engage in directed brokerage or engage in cross trades with client accounts it manages in connection with the Fund’s securities transactions. Further, GSAM does not execute trades for the Fund.

Any portfolio transaction for the Fund may be executed through brokers that are affiliated with the Fund, other funds of the Trust, JNAM, and/or a sub-adviser, if, in the sub-adviser’s judgment, the use of such affiliated brokers is likely to result in price and execution at least as favorable as those of other qualified brokers, and if, in the transaction, the affiliated broker charges the Fund a commission rate consistent with those charged by the affiliated broker to comparable unaffiliated customers in similar transactions. All transactions with affiliated brokers will comply with Rule 17e-1 under the 1940 Act.

During the fiscal year ended December 31,2020, the Fund paid no commissions to any affiliated broker.

During the fiscal year ended December 31, 2020, the Fund paid $15,754,519 in 12b-1 fees to JNAM and/or its affiliated persons. It is expected that the services under the Amended and Restated Distribution Plan for the Trust, on behalf of the Fund, will continue after the Proposals discussed herein become effective.

BOARD OF TRUSTEES’ EVALUATION

The Board oversees the management of the Trust and the Fund and, as required by law, determines whether to approve the Advisory Agreement with JNAM, the GSAM Sub-Advisory Agreement, and the Mellon Sub-Advisory Agreement (collectively, the “Agreements”).

At the December 2020 Board Meeting, the Board, including all of the Independent Trustees, considered information relating to the appointment of GSAM and Mellon as sub-advisers to the Fund and a corresponding amendment to the Trust’s existing GSAM Sub-Advisory Agreement and Mellon Sub-Advisory Agreement. The Board also considered an amendment to the Advisory Agreement that would increase the Fund’s advisory fee in connection with the Fund’s other proposed changes.

In advance of the meeting, independent legal counsel for the Independent Trustees requested that certain information be provided to the Board relating to the Agreements. The Board received, and had the opportunity to review this and other materials, ask questions and request further information in connection with its consideration of the Agreements. With respect to its approval of the Amendment to the GSAM Sub-Advisory Agreement and Mellon Sub-Advisory Agreement, the Board noted that the GSAM Sub-Advisory Agreement and Mellon Sub-Advisory Agreement were with sub-advisers that already provided services to other series of the Trust. Thus, with respect to GSAM and Mellon, the Board also considered relevant information provided at previous Board meetings. At the conclusion of the Board’s discussions, the Board approved the Agreements.

In reviewing the Agreements and considering the information, the Board was advised by outside independent legal counsel. The Board considered the factors it deemed relevant, as applicable, including: (1) the nature, quality and extent of the services to be provided; (2) the investment performance of the Fund; (3) cost of services of the Fund; (4) profitability data; (5) whether economies of scale may be realized and shared, in some measure, with investors as the Fund grows; and (6) other benefits that may accrue to JNAM, GSAM, or Mellon through their relationship with the Trust. In its deliberations, the Board, in exercising its business judgment did not identify any single factor that alone was responsible for the Board’s decision to approve the Agreements.

Before approving the Agreements, the Independent Trustees met in executive session with their independent legal counsel to consider the materials provided by JNAM, GSAM, and Mellon and to consider the terms of the Agreements. Based on its evaluation of those materials and the information the Board received throughout the year at its regular meetings, the Board, including the interested and Independent Trustees, concluded that the Agreements are in the best interests of the shareholders of the Fund. In reaching its conclusions, the Board considered numerous factors, including the following:

Nature, Quality and Extent of Services

The Board examined the nature, quality and extent of the services provided by JNAM and to be provided by GSAM and Mellon.

The Board considered the services provided by JNAM, including but not limited to the oversight of GSAM and Mellon pursuant to the Trust’s “Manager of Managers” exemption, as well as the provision of recordkeeping and compliance services to the Fund. The Board also took into account that JNAM would monitor the performance of the various organizations that would provide services to the Fund, including the Fund’s distributor and custodian. With respect to JNAM’s oversight of GSAM and Mellon, the Board noted that JNAM would be responsible for screening and recommending new sub-advisers when appropriate, as well as monitoring and reporting to the Board on a regular basis as to the performance and operations of GSAM and Mellon.

The Board also considered the investment sub-advisory services to be provided by GSAM and Mellon. The Board noted JNAM’s evaluation of GSAM and Mellon, as well as JNAM’s recommendations, based on its review of GSAM and Mellon, in connection with its approval of the GSAM Sub-Advisory Agreement and Mellon Sub-Advisory Agreement. The Board also considered the various business-related risks JNAM faces as a result of managing the series of the Trust, including entrepreneurial, legal and litigation risks, some of which may be significant.

The Board reviewed the qualifications, backgrounds, and responsibilities of JNAM’s senior management that would be responsible for oversight of the Fund, GSAM, and Mellon, and also reviewed the qualifications, backgrounds, and responsibilities of GSAM’s and Mellon’s portfolio managers, who would be responsible for the day-to-day management of the Fund. The Board reviewed information pertaining to JNAM’s, GSAM’s, and Mellon’s organizational structure, senior management, financial condition, investment operations, and other relevant information pertaining to JNAM, GSAM, and Mellon. The Board considered compliance reports about JNAM, GSAM, and Mellon from the Trust’s Chief Compliance Officer.

Based on the foregoing, the Board concluded that (i) the Fund is likely to benefit from the nature, extent and quality of the services provided by JNAM under the Advisory Agreement and (ii) the Fund is likely to benefit from the nature, extent and quality of the services to be provided by GSAM and Mellon under the GSAM Sub-Advisory Agreement and Mellon Sub-Advisory Agreement, respectively.

Investment Performance of the Fund

The Board considered the performance of GSAM’s and Mellon’s investment mandate with a similar investment strategy compared to the Fund and the Fund’s benchmark and peer group returns. The Board concluded that it would be in the best interests of the Fund and its shareholders to approve the Agreements.

Costs of Services

The Board reviewed the fees to be paid to JNAM, GSAM, and Mellon. The Board reviewed fee and expense information as compared to that of comparable funds managed by other advisers, as well as fees charged by GSAM and Mellon to similar clients. The Board also noted that JNAM does not manage any institutional accounts with which the Fund’s fees could be compared. Using information provided by an independent data service, the Board evaluated the Fund’s net advisory fees compared to the average advisory fees for other funds similar in size, character and investment strategy (the “peer group”). While the Board also considered the Fund’s sub-advisory fees and compared that to the average sub-advisory fee of the peer group, the Board noted that the Fund’s sub-advisory fees would be paid by JNAM (not the Fund) and, therefore, would be neither a direct shareholder expense nor a direct influence on the Fund’s total expense ratio.

The Board noted that the appointment of the Fund’s sub-advisers is being proposed in conjunction with various investment strategy and fee changes to this Fund, including a change from a fund-of-funds structure to a managed fund structure. In this regard, the Board considered the proposed sub-advisory fees, noting that the Fund does not currently have a sub-advisory fee and that the proposed sub-advisory fees are lower than the peer group average. It further noted that the proposed advisory fee is higher than the current advisory fee but that the proposed total expense ratio is lower than the current total expense ratio. It also noted that the proposed total expense ratio is lower and the proposed advisory fee is higher than the respective peer group averages. The Board concluded that the advisory and sub-advisory fees are in the best interests of the Fund and its shareholders in light of the services to be provided.

Profitability

The Board considered information concerning the costs incurred and profits realized by JNAM and each sub-adviser. The Board determined that profits realized by JNAM and each sub-adviser were not unreasonable.

Economies of Scale

The Board considered whether the Fund’s proposed fees reflect the potential for economies of scale for the benefit of Fund shareholders. Based on information provided by JNAM, GSAM, and Mellon, the Board noted that the advisory and sub-advisory fee arrangements for the Fund contain breakpoints that decrease the fee rate as assets increase.

The Board considered that GSAM and Mellon have agreed to a breakpoint in their sub-advisory fee rates. The Board noted that the sub-advisory fee for each Fund is paid by JNAM (not the Fund).

The Board concluded that the fees in some measure share economies of scale with shareholders.

Other Benefits to JNAM, GSAM, and Mellon

In evaluating the benefits that may accrue to JNAM through its relationship with the Fund, the Board noted that JNAM and certain of its affiliates serve the Fund in various capacities, including as adviser, administrator, transfer agent, and distributor, and receive compensation from the Fund in connection with providing services to the Fund. The Board noted that each service provided to the Fund by JNAM or one of its affiliates is pursuant to a written agreement, which the Board evaluates periodically as required by law. The Board also noted that GSAM and Mellon may from time to time pay for portions of meetings organized by the Fund’s distributor to educate wholesalers about the funds that GSAM and Mellon manage. The Board considered JNAM’s assertion that those meetings do not yield a profit to the distributor, that a sub-adviser is not required to participate in the meetings and that recommendations to hire or fire sub-advisers are not influenced by the sub-adviser’s willingness to participate in the meetings. Lastly, the Board noted that certain affiliates of JNAM may receive benefits under the federal income tax laws with respect to tax deductions and credits.

In evaluating the benefits that may accrue to GSAM and Mellon through their relationship with the Fund, the Board noted that GSAM and Mellon may receive indirect benefits in the form of soft dollar arrangements for portfolio securities trades placed with the Fund’s assets and may also develop additional investment advisory business with JNAM, the Fund or other clients of GSAM or Mellon as a result of their relationship with the Fund.

OTHER MATTERS

JNAM, located at 1 Corporate Way, Lansing, Michigan 48951, serves as the investment adviser to the Trust. JNAM is a wholly owned subsidiary of Jackson National, a U.S.-based financial services company. Jackson National is a wholly owned subsidiary of Jackson Financial Inc., which is a subsidiary of Prudential plc. Prudential plc is 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, or with The Prudential Assurance Company Ltd, a subsidiary of M&G plc, a company incorporated in the United Kingdom. Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978, owns a minority interest in Jackson Financial Inc. Prudential plc is also the ultimate parent of PPM America, Inc. JNAM also serves as the Trust’s administrator. Jackson National Life Distributors LLC (“JNLD”), an affiliate of the Trust and the Adviser, is principal underwriter for the Trust and a wholly owned subsidiary of Jackson. JNLD is located at 300 Innovation Drive, Franklin, Tennessee 37067. Prudential plc announced that it plans to pursue a separation of Jackson Financial Inc. in the second half of 2021 through a demerger, whereby shares of Jackson Financial Inc. would be distributed to Prudential plc shareholders.

OUTSTANDING SHARES

The Trustees have fixed the close of business on January 29,June 15, 2021, as the Record Date for the determination of the Shareholders entitled to vote at the Meeting. Shareholders on the Record Date will be entitled to one vote for each full share held and to a proportionate fractional vote for each fractional share. As of the Record Date, there were issued and outstanding the following number of Fund shares:

[As of January 29,June 15, 2021, the officers and Trustees of the Trust, as a group, owned less than 1% of the outstanding shares of the Fund.]

Because the shares in the Trust are sold only to the separate accounts of the Insurance Companies, certain funds of the Trust organized as funds-of-funds, and certain non-qualified retirement plans, the Insurance Companies, through the separate accounts which hold shares in the Trust as funding vehicles for the Variable Contracts and certain retirement plans, are the owners of record of substantially all of the shares of the Trust. In addition, Jackson National, through its general account, is the beneficial owner of shares in certain of the Funds,funds, in some cases representing the initial capital contributed at the inception of a Fund,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 generally 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, andas well as shares held in theby its 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 the Record Date, January 29,June 15, 2021, nothe following persons owned 5% or more of the shares of the Fund either beneficially or of record.
record]:

Contract Owners may be deemed to have an indirect beneficial interest in the Fund shares owned by the separate accounts. 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[As of January 29,June 15, 2021, no persons may be deemed to have an indirect beneficial interest totaling more than 25% of the voting securities of the Fund.]

CONTINGENCY PLAN

If the Proposals areProposal is not approved by Shareholders, of the Fund, GSAM and Mellon will not be appointed as the sub-advisers to the Fund, and the changes described in the Proposals under the “Summary of the Proposals” section will not become effective. Further, if the Proposals are not approved, the Fund will continue to operate as it currently does. In that case, the Board will consider what if any, courseactions are appropriate and in the best interests of action should be taken.Shareholders of the Fund. While the Board has made no determination regarding this contingency, it is possible that the Board would determine to re-solicit the Shareholders of the Fund to approve the Proposals.Proposal.

OTHER BUSINESS

The Trustees do not intend to present and do not have reason to believe that others will present any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.

The Trust does not hold regular meetings of Shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of Shareholders should send their written proposals to the Secretary of the Trust at the address set forth on the first page of this proxy statement.

Proposals must be received a reasonable time prior to the date of a meeting of Shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent meeting of Shareholders will vote in their discretion with respect to proposals submitted on an untimely basis.

SOLICITATION OF PROXIES AND CONTRACT OWNER VOTING INSTRUCTIONS

In addition to the mailing of these proxy materials, voting instructions may be solicited by letter, telephone or personal contact by officers or employees of the Trust, JNAM or officers or employees of the Insurance Companies.

JNAM, as the Trust’s administrator, has retained the services of Donnelley Financial LLC (“DFS”), 35 West Wacker Drive, Chicago, Illinois 60601. Under the agreement between JNAM and DFS, DFS’s subcontractor, Mediant Communications (“Mediant”), 400 Regency Parkway, Suite 200, Cary, North Carolina 27519, will assist in the solicitation of voting instructions. The anticipated cost of the services to be provided by Mediant in connection with this proxy solicitation is approximately $142,984.

The costs of the printing and mailing of the Notice, this Proxy Statement, and the accompanying voting instruction card, and the solicitation of Contract Owner voting instructions, will be paid by JNAM.the Fund’s sub-adviser, Mellon Investments Corporation. The Trust is not expected to bear any significant expenses in connection with the Meeting or the solicitation of proxies and voting instructions.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTIONS FORM IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

/s/ Mark D. Nerud

Mark D. Nerud

Trustee, President, and Chief Executive Officer

Dated: February 12, 2021

Lansing, Michigan

APPENDIX A

JNL/Goldman Sachs 4 Fund

(formerly, JNL/S&P 4 Fund)

Class A

Class I

Investment Objective. The investment objective of the Fund is 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

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:

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.

Portfolio turnover for the period of January 1, 2020 to December 31, 2020 is for the Fund when operating under its former investment strategy.

Principal Investment Strategies.The Fund seeks to achieve its objective by investing in stocks of approximately 150 distinct companies included in the S&P 500^® Index. The Fund implements its objective by using three equally weighted factors: quality, value, and momentum.

Quality Strategy

The quality strategy emphasizes competitive advantage.  The competitive advantage sub-portfolio invests in the stock of companies included in the S&P 500® Index that are believed to have superior profitability, as measured by return on invested capital, and trade at relatively attractive valuations. The holdings in this sub-portfolio are selected from all 11 sectors of the economy identified in the S&P 500 Index. Goldman Sachs Asset Management, L.P. (“GSAM”) excludes stocks it views as lower quality using the S&P Quality Rankings and excludes stocks with lower S&P Global Ratings Issuer Credit Ratings .

Value Strategies

The value strategies emphasize dividend income & growth and intrinsic value.

The dividend income & growth sub-portfolio invests in the stock of companies included in the S&P 500® Index that have attractive dividend yields and strong capital structures as determined by GSAM” The holdings in this sub-portfolio are selected from all 11 sectors of the economy identified in the S&P 500 Index. GSAM excludes stocks it views as lower quality using the S&P Quality Rankingsand excludes stocks with lower S&P Global Ratings Issuer Credit Ratings .

Momentum Strategy

Triblend Rebalance