02/13/2026 | Press release | Distributed by Public on 02/13/2026 08:33
JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
1 Corporate Way
Lansing, Michigan 48951
February 13, 2026
Dear Contract Owner:
Enclosed is a notice of a Special Meeting of Shareholders of the JNL/WCM China Quality Growth Fund (the "WCM Fund" or the "Acquired Fund"), a series of the JNL Series Trust (the "Trust"). The Special Meeting of Shareholders of the Acquired Fund is scheduled to be held at the offices of Jackson National Life Insurance Company ("Jackson National") , 1 Corporate Way, Lansing, Michigan 48951, on March 25, 2026, at 12:30 p.m., Eastern Time (the "Meeting"). At the Meeting, the shareholders of the Acquired Fund will be asked to approve the proposal described below.
The Trust's Board of Trustees (the "Board") called the Meeting to request shareholder approval of the reorganization (the "Reorganization") of the Acquired Fund into the JNL Multi-Manager Emerging Markets Equity Fund (the "Multi-Manager Fund" or the "Acquiring Fund"), also a series of the Trust. The Acquired Fund and the Acquiring Fund are each sometimes referred to herein as a "Fund" and collectively, the "Funds."
Both the Acquired Fund and the Acquiring Fund are managed by Jackson National Asset Management, LLC ("JNAM"), and each is sub-advised by one or more investment sub-advisers. If the Reorganization is approved and implemented, each person that invests indirectly in the Acquired Fund will automatically become an investor indirectly in the Acquiring Fund.
The Board considered that the Acquired Fund was launched in April 2022 to provide dedicated China exposure. The Board also considered the Acquired Fund has generated limited investor interest since its launch due to geopolitical changes relating to China, including shifting trade policies, U.S.-China tensions, and Chinese government intervention in private industries. Thus, the Board considered the recommendation of JNAM to merge the Acquired Fund into the Acquiring Fund given the Acquiring Fund has exposure to Chinese equities, but with a broader geopolitical focus, and WCM is an existing sub-adviser for the Acquiring Fund.
After considering JNAM's recommendation, the Board concluded that: (i) the Reorganization will benefit the shareholders of the Acquired Fund; (ii) the Reorganization is in the best interests of the Acquired Fund; and (iii) the interests of the shareholders of the Acquired Fund will not be diluted as a result of the Reorganization. No one factor was determinative, and each Trustee may have attributed different weights to the various factors. The Board did not determine any considerations related to this Reorganization to be adverse. The Board, after careful consideration, approved the Reorganization.
Pending shareholder approval, effective as of the close of business on April 24, 2026, or on such later date as may be deemed necessary in the judgment of the Board in accordance with the Plan of Reorganization (the "Closing Date"), you will invest indirectly in shares of the Acquiring Fund in an amount equal to the dollar value of your interest in the Acquired Fund on the Closing Date. As of the date hereof, it is not expected that the Closing Date will be postponed. If the Closing Date is postponed to allow for additional time to solicit shareholder votes, shareholders will remain shareholders of their respective Fund(s). No sales charge, redemption fees, or other transaction fees will be imposed in the Reorganization. There will, however, be transaction costs associated with the Reorganization, which typically include, but are not limited to, trade commissions, related fees and taxes, and any foreign exchange spread costs. The Acquired Fund will bear the transaction expenses due to the portfolio repositioning based on its relative net asset value at the time of the Reorganization. Such costs are estimated to be $29,980 (0.25% of net assets). There is no tax impact to contract owners as a result of portfolio repositioning. Additionally, the repositioning is not expected to have a material impact on the performance of the Acquired Fund prior to the Reorganization. Following the Reorganization, the Acquired Fund will cease to exist and the Acquired Fund's performance will not be reflected in the performance of the Acquiring Fund. The Reorganization will not cause any fees or charges under your contract to be greater after the Reorganization than before the Reorganization, and the Reorganization will not alter your rights under your contract or the obligations of the insurance company that issued the contract. Following the Reorganization, the Acquiring Fund will be the accounting and performance survivor.
You may wish to take actions relating to your future allocation of premium payments under your insurance contract to the various investment divisions (the "Divisions") of the separate account issued by Jackson National or Jackson National Life Insurance Company of New York ("Jackson National NY") . You may execute certain changes prior to the Reorganization, in addition to participating in the Reorganization with regard to the Acquiring Fund, such as allocating your premium payments to other Divisions.
All actions with regard to the Acquired Fund need to be completed by the Closing Date. In the absence of new instructions prior to the Closing Date, future premium payments previously allocated to the Acquired Fund Division will be allocated to the Acquiring Fund Division. The Acquiring Fund Division will be the Division for future allocations under the Dollar Cost Averaging, Earnings Sweep, and Rebalancing Programs (together, the "Programs"). In addition to the Acquiring Fund Division, there are other Divisions investing in mutual funds that seek long-term capital appreciation. If you want to transfer all or a portion of your Contract value out of the Acquired Fund Division prior to the Reorganization, you may do so and that transfer will not be treated as a transfer for the purpose of determining how many subsequent transfers may be made in any period or how many may be made in any period without charge. In addition, if you want to transfer all or a portion of your Contract value out of the Acquiring Fund Division after the Reorganization, you may do so within 60 days following the Closing Date and that transfer will not be treated as a transfer for the purpose of determining how many subsequent transfers may be made in any period or how many may be made in any period without charge. You will be provided with an additional notification of this free-transfer policy on or about April 27, 2026.
If you want to change your allocation instructions as to your future premium payments or the Programs or if you require summary descriptions of the other underlying funds and Divisions available under your contract or additional copies of the prospectuses for other funds underlying the Divisions, please contact:
For Jackson National variable annuity policies:
| Annuity Customer Care |
| P.O. Box 24068 |
| Lansing, Michigan 48909-4068 |
| 1-800-644-4565 |
| www.jackson.com |
For Jackson National NY variable annuity policies:
| Jackson National NY Customer Care |
| P.O. Box 24068 |
| Lansing, Michigan 48909-4068 |
| 1-800-599-5651 |
| www.jackson.com |
Jackson National or Jackson National NY (each, an "Insurance Company" and, together, the "Insurance Companies") is the record owner of all of the shares of beneficial interest in the Acquired Fund held by its Division of a separate account or accounts. An owner of a variable annuity contract or certificate that participates in the Acquired Fund through the Divisions of separate accounts established by the Insurance Companies is entitled to instruct the applicable Insurance Company how to vote the Acquired Fund shares related to the ownership interest in those accounts as of the close of business on January 31, 2026. The attached Notice of Special Meeting of Shareholders and Proxy Statement and Prospectus concerning the Meeting describe the matters to be considered at the Meeting.
You are cordially invited to attend the Meeting. Because it is important that your vote be represented whether or not you are able to attend, you are urged to consider these matters and to exercise your right to vote your shares by completing, dating, signing, and returning the enclosed voting instruction card in the accompanying return envelope at your earliest convenience or by relaying your voting instructions via telephone or the Internet by following the enclosed instructions. Of course, we hope that you will be able to attend the Meeting, and if you wish, you may vote your shares in person, even if you may have already returned a voting instruction card or submitted your voting instructions via telephone or the Internet. At any time prior to the Meeting, you may revoke your voting instructions by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone, or the Internet, or appearing and voting in person at the Meeting. Please respond promptly in order to save additional costs of proxy solicitation and to make sure you are represented.
| Very truly yours, | |
| /s/ Mark D. Nerud | |
| Mark D. Nerud | |
| Trustee, President, and Chief Executive Officer | |
| JNL Series Trust |
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JNL SERIES TRUST
JNL/WCM China Quality Growth Fund
1 Corporate Way
Lansing, Michigan 48951
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 25, 2026
To the Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the JNL/WCM China Quality Growth Fund (the "WCM Fund" or the "Acquired Fund"), a series of JNL Series Trust (the "Trust"), will be held on March 25, 2026 at 12:30 p.m., Eastern Time, at the offices of Jackson National Life Insurance Company, 1 Corporate Way, Lansing, Michigan 48951 (the "Meeting").
The Meeting will be held to act on the following proposals:
| 1. | To approve the Plan of Reorganization, adopted by the Trust's Board of Trustees (the "Board"), which provides for the reorganization of the WCM Fund into the JNL Multi-Manager Emerging Markets Equity Fund, also a series of the Trust. |
| 2. | To transact other business that may properly come before the Meeting or any adjournments thereof. |
Please note that owners of variable annuity contracts or certificates (the "Contract Owners") issued by Jackson National Life Insurance Company or Jackson National Life Insurance Company of New York (each, an "Insurance Company") who have invested in shares of the Acquired Fund through the investment divisions of a separate account or accounts of an Insurance Company ("Separate Account") will be given the opportunity, to the extent required by law, to provide the applicable Insurance Company with voting instructions on the above proposals.
You should read the Proxy Statement and Prospectus attached to this notice prior to completing your proxy or voting instruction card. The record date for determining the number of shares outstanding, the shareholders entitled to vote, and the Contract Owners entitled to provide voting instructions at the Meeting and any adjournments thereof has been fixed as the close of business on January 31, 2026. If you attend the Meeting, you may vote or give your voting instructions in person.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD OR VOTING INSTRUCTION CARD PROMPTLY.
Regardless of whether you plan to attend the Meeting, you should vote or give voting instructions by promptly completing, dating, signing, and returning the enclosed proxy or voting instruction card for the Acquired Fund in the enclosed postage-paid envelope. You also can vote or provide voting instructions through the Internet or by telephone using the 16-digit control number that appears on the enclosed proxy or voting instruction card and following the simple instructions. At any time prior to the Meeting, you may revoke your voting instructions by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone, or the Internet, or appearing and voting in person at the Meeting. If you are present at the Meeting, you may change your vote or voting instructions, if desired, at that time. The Board recommends that you vote or provide voting instructions to vote FOR the proposal.
| By order of the Board, | |
| /s/ Mark D. Nerud | |
| Mark D. Nerud | |
| Trustee, President, and Chief Executive Officer |
February 13, 2026
Lansing, Michigan
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JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
CONTRACT OWNER VOTING INSTRUCTIONS
REGARDING A SPECIAL MEETING OF SHAREHOLDERS OF
JNL/WCM CHINA QUALITY GROWTH FUND
A SERIES OF THE JNL SERIES TRUST
TO BE HELD ON MARCH 25, 2026
DATED: FEBRUARY 13, 2026
GENERAL
These Contract Owner voting instructions are being furnished by Jackson National Life Insurance Company ("Jackson National"), or Jackson National Life Insurance Company of New York (each, an "Insurance Company" and, together, the "Insurance Companies"), to owners of their variable annuity contracts or certificates (the "Contracts") (the "Contract Owners") who, as of January 31, 2026 (the "Record Date"), had net premiums or contributions allocated to the investment divisions of their separate accounts (the "Separate Accounts") that are invested in shares of the JNL/WCM China Quality Growth Fund (the "WCM Fund" or "Acquired Fund"), a series of the JNL Series Trust (the "Trust").
The Trust is a Massachusetts business trust registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company.
Each Insurance Company is required to offer Contract Owners the opportunity to instruct it, as the record owner of all of the shares of beneficial interest in the Acquired Fund (the "Shares") held by its Separate Accounts, as to how it should vote on the reorganization proposal (the "Proposal") to be considered at the Special Meeting of Shareholders of the Acquired Fund referred to in the preceding Notice and at any adjournments (the "Meeting"). The enclosed Proxy Statement and Prospectus, which you should retain for future reference, concisely sets forth information about the proposed reorganization involving the Acquired Fund and another series of the Trust that a Contract Owner should know before completing the enclosed voting instruction card.
These Contract Owner Voting Instructions and the accompanying voting instruction card are being mailed to Contract Owners on or about February 19, 2026.
HOW TO INSTRUCT AN INSURANCE COMPANY
To instruct an Insurance Company as to how to vote the Shares held in the investment divisions of its Separate Accounts, Contract Owners are asked to promptly complete their voting instructions on the enclosed voting instruction card(s) and sign, date, and mail the voting instruction card(s) in the accompanying postage-paid envelope. Contract Owners also may provide voting instructions by phone at 1-800-690-6903 or by Internet at our website at www.proxyvote.com.
If a voting instruction card is not marked to indicate voting instructions but is signed, dated, and returned, it will be treated as an instruction to vote the Shares in favor of the Proposal.
The number of Shares held in the investment division of a Separate Account corresponding to the Acquired Fund for which a Contract Owner may provide voting instructions was determined as of the Record Date by dividing (i) a Contract's account value (minus any Contract indebtedness) allocable to that investment division by (ii) the net asset value of one Share of the Acquired Fund. At any time prior to an Insurance Company's voting at the Meeting, a Contract Owner may revoke his or her voting instructions with respect to that investment division by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone or the Internet, or appearing and voting in person at the Meeting.
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HOW AN INSURANCE COMPANY WILL VOTE
An Insurance Company will vote the Shares for which it receives timely voting instructions from Contract Owners in accordance with those instructions. Shares in each investment division of a Separate Account 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 the Proposal. Shares in each investment division of a Separate Account for which an Insurance Company receives no timely voting instructions from a Contract Owner, or that are attributable to amounts retained by an Insurance Company or its affiliate as surplus or seed money, will be voted by the applicable Insurance Company either for or against approval of the Proposal, or as an abstention, in the same proportion as the Shares for which Contract Owners (other than the Insurance Company) have provided voting instructions to the Insurance Company. Similarly, the Insurance Companies and their affiliates will vote their own shares and will vote shares that are held by the Fund of Funds whose shares are held by a Separate Account in the same proportion as voting instructions timely given by Contract Owners. As a result of proportionate voting, a small number of Contract Owners could determine the outcome of the Proposal. Please see "Additional Information about the Funds - Tax Status" below.
OTHER MATTERS
The Insurance Companies are not aware of any matters, other than the Proposal, to be acted on at the Meeting. If any other matters come before the Meeting, an Insurance Company will vote the Shares upon such matters in its discretion. Voting instruction cards may be solicited by employees of Jackson National or its affiliates as well as officers and agents of the Trust. The principal solicitation will be by mail, but voting instructions may also be solicited by telephone, personal interview, the Internet, or other permissible means.
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.
It is important that your Contract be represented. Please promptly mark your voting instructions on the enclosed voting instruction card; then sign, date, and mail the voting instruction card in the accompanying postage-paid envelope. You may also provide your voting instructions by telephone at 1-800-690-6903 or by Internet at our website at www.proxyvote.com.
ii
PROXY STATEMENT
for
JNL/WCM China Quality Growth Fund, a series of JNL Series Trust
and
PROSPECTUS
for
JNL Multi-Manager Emerging Markets Equity Fund, a series of JNL Series Trust
Dated
February 13, 2026
1 Corporate Way
Lansing, Michigan 48951
(517) 381-5500
This Proxy Statement and Prospectus (the "Proxy Statement/Prospectus") is being furnished to owners of variable annuity contracts or certificates (the "Contracts") (the "Contract Owners") issued by Jackson National Life Insurance Company ("Jackson National") or Jackson National Life Insurance Company of New York (each, an "Insurance Company" and together, the "Insurance Companies") who, as of January 31, 2026, had net premiums or contributions allocated to the investment divisions of an Insurance Company's separate accounts (the "Separate Accounts") that are invested in shares of beneficial interest in the JNL/WCM China Quality Growth Fund (the "WCM Fund" or the "Acquired Fund"), a series of the JNL Series Trust (the "Trust"), an open-end management investment company registered with the Securities and Exchange Commission ("SEC"). The purpose of this Proxy Statement/Prospectus is for shareholders of the WCM Fund to vote on a Plan of Reorganization, adopted by the Trust's Board of Trustees (the "Board"), which provides for the reorganization of the WCM Fund into the JNL Multi-Manager Emerging Markets Equity Fund (the "Multi-Manager Fund" or the "Acquiring Fund"), also a series of the Trust.
This Proxy Statement/Prospectus also is being furnished to the Insurance Companies as the record owners of shares and to other shareholders that were invested in the Acquired Fund as of January 31, 2026. Contract Owners are being provided the opportunity to instruct the applicable Insurance Company to approve or disapprove the proposal contained in this Proxy Statement/Prospectus in connection with the solicitation by the Board of proxies to be used at the Special Meeting of Shareholders of the Acquired Fund to be held at 1 Corporate Way, Lansing, Michigan 48951, on March 25, 2026, at 12:30 p.m., Eastern Time, or any adjournment or adjournments thereof (the "Meeting").
THE SEC HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
i
| Proposal |
Shareholders Entitled to Vote on the Proposal |
| 1. To approve the Plan of Reorganization, adopted by the Board, which provides for the reorganization of the WCM Fund into the Multi-Manager Fund. |
Shareholders of the WCM Fund |
The reorganization referred to in the above proposal is referred to herein as the "Reorganization."
This Proxy Statement/Prospectus, which you should retain for future reference, contains important information regarding the proposal that you should know before voting or providing voting instructions. Additional information about the Trust has been filed with the SEC and is available upon oral or written request without charge. This Proxy Statement/Prospectus is being provided to the Insurance Companies and mailed to Contract Owners on or about February 19, 2026. It is expected that one or more representatives of each Insurance Company will attend the Meeting in person or by proxy and will vote shares held by the Insurance Company in accordance with voting instructions received from its Contract Owners and in accordance with voting procedures established by the Trust.
The following documents have been filed with the SEC and are incorporated by reference into this Proxy Statement/Prospectus:
| 1. | The Prospectus and Statement of Additional Information of the Trust, each dated April 28, 2025, as supplemented, with respect to the Acquired Fund (File Nos. 033-87244 and 811-08894); |
| 4. | The Statement of Additional Information dated February 13, 2026, relating to the Reorganization (File No. 333- 292354 ). |
For a free copy of any of the above documents, please call or write to the phone numbers or address below.
Contract Owners can learn more about the Acquired Fund and the Acquiring Fund in any of the documents incorporated into this Proxy Statement/Prospectus, including the Annual Financial Statements and Semi-Annual Financial Statements listed above, which have been furnished to Contract Owners. Contract Owners may request a copy thereof, without charge, by calling 1-800-644-4565 (Jackson National Customer Care) or 1-800-599-5651 (Jackson National NY Customer Care), by writing JNL Series Trust, P.O. Box 30314, Lansing, Michigan 48909-7814, or by visiting www.jackson.com.
The Trust is subject to the informational requirements of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the "1940 Act"). Accordingly, it must file certain reports and other information with the SEC. Proxy materials, reports, and other information filed by the Trust are available on the SEC's website at http://www.sec.gov.
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TABLE OF CONTENTS
| SUMMARY | 1 |
| The Proposed Reorganization | 1 |
| PROPOSAL: APPROVAL OF THE PLAN OF REORGANIZATION WITH RESPECT TO THE REORGANIZATION OF THE WCM FUND INTO THE MULTI-MANAGER FUND. | 2 |
| Comparative Fee and Expense Tables | 4 |
| Expense Examples | 4 |
| Portfolio Turnover | 5 |
| Comparison of Investment Adviser and Sub-Advisers and Sub-Sub- Adviser | 5 |
| Comparison of Investment Objectives and Principal Investment Strategies | 5 |
| Comparison of Principal Risk Factors | 9 |
| Comparison of Fundamental Policies | 11 |
| Comparative Performance Information | 12 |
| Capitalization | 14 |
| ADDITIONAL INFORMATION ABOUT THE REORGANIZATION | 15 |
| Terms of the Plan of Reorganization | 15 |
| Description of the Securities to Be Issued | 16 |
| Board Considerations | 16 |
| Description of Risk Factors | 18 |
| Federal Income Tax Consequences of the Reorganization | 18 |
| Contingency Plan | 18 |
| ADDITIONAL INFORMATION ABOUT THE FUNDS | 18 |
| Management of the Trust | 18 |
| The Trust | 18 |
| The Adviser | 18 |
| Management Fees | 19 |
| The Sub-Advisers | 21 |
| Additional Information | 25 |
| Classes of Shares | 25 |
| Distribution Arrangements | 25 |
| Payments to Broker-Dealers and Financial Intermediaries | 26 |
| Investment in Trust Shares | 26 |
| "Market Timing" Policy | 27 |
| Share Redemption | 28 |
| Dividends and Other Distributions | 29 |
| Tax Status | 29 |
| FINANCIAL HIGHLIGHTS | 29 |
| VOTING INFORMATION | 31 |
| The Meeting | 31 |
| Quorum and Voting | 31 |
| Required Vote | 31 |
| Contract Owner Voting Instructions | 31 |
| Proxy and Voting Instruction Solicitations | 32 |
| Adjournments | 32 |
| Revocation of Voting Instructions | 32 |
| Outstanding Shares and Principal Shareholders | 32 |
| APPENDIX A | A-1 |
| APPENDIX B | B-1 |
| STATEMENT OF ADDITIONAL INFORMATION | C-1 |
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SUMMARY
You should read this entire Proxy Statement/Prospectus carefully. For additional information, you should consult the Plan of Reorganization, a copy of which is attached hereto as Appendix A.
The Proposed Reorganization
The proposed Reorganization is as follows:
| Proposal | Shareholders Entitled to Vote on the Proposal |
| 1. To approve the Plan of Reorganization, adopted by the Board, which provides for the Reorganization of the WCM Fund into the Multi-Manager Fund. |
Shareholders of the WCM Fund |
This Proxy Statement/Prospectus is soliciting shareholders with amounts invested in the Acquired Fund as of January 31, 2026, to approve the Plan of Reorganization, whereby the Acquired Fund will be reorganized into the Acquiring Fund. (The Acquired Fund and Acquiring Fund are each sometimes referred to herein as a "Fund" and collectively, the "Funds.")
If the Reorganization is not approved by shareholders, the Funds will continue to operate as they currently do and the Board will consider what actions are appropriate and in the best interests of Contract Owners that have assets invested in the Acquired Fund.
The Acquired Fund has two share classes, designated Class A and Class I shares ("Acquired Fund Shares"). The Acquiring Fund also has two share classes, designated Class A and Class I shares ("Acquiring Fund Shares").
The Plan of Reorganization provides for:
| ● | the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange for Acquiring Fund Shares having an aggregate net asset value equal to the Acquired Fund's net assets; |
| ● | the Acquiring Fund's assumption of all the liabilities of the Acquired Fund; |
| ● | the distribution to the shareholders (for the benefit of the Separate Accounts, as applicable, and thus the Contract Owners) of those Acquiring Fund Shares; and |
| ● | the complete termination of the Acquired Fund. |
A comparison of the investment objective(s), principal investment policies and strategies, and principal risks of the Acquired Fund and the Acquiring Fund is included in the "Comparison of Investment Objectives and Principal Investment Strategies," "Comparison of Principal Risk Factors," and "Comparison of Fundamental Policies" sections below. The Funds have identical distribution procedures, purchase procedures, exchange rights, and redemption procedures, which are discussed in "Additional Information about the Funds" below. Each Fund offers its shares to Separate Accounts and certain other eligible investors. Shares of each Fund are offered and redeemed at their net asset value without any sales load. You will not incur any sales loads or similar transaction charges as a result of the Reorganization.
The Reorganization is expected to be effective as of the close of business on April 24, 2026, or on such later date as may be deemed necessary in the judgment of the Board in accordance with the Plan of Reorganization (the "Closing Date"). As a result of the Reorganization, a shareholder invested in shares of the Acquired Fund would become an owner of shares of the Acquiring Fund. Such shareholder would hold, immediately after the Closing Date, Acquiring Fund Shares having an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares that were held by the shareholder as of the Closing Date. Similarly, each Contract Owner whose Contract values are invested indirectly in shares of the Acquired Fund through the Investment Divisions of a Separate Account would become indirectly invested in shares of the Acquiring Fund through the Investment Divisions of a Separate Account. The Contract value of each such Contract Owner would be invested indirectly through the Investment Divisions of a Separate Account, immediately after the Closing Date, in shares of the Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares in which the Contract Owner invested indirectly through the Investment Divisions of a Separate Account as of the Closing Date. Following the Reorganization, the Acquiring Fund will be the accounting and legal survivor. It is expected that the Reorganization will not be a taxable event for U.S. federal income tax purposes for Contract Owners. Please see "Additional Information about the Reorganization - Federal Income Tax Consequences of the Reorganization" below for further information.
1
The Board unanimously approved the Plan of Reorganization with respect to the WCM Fund. Accordingly, the Board is submitting the Plan of Reorganization for approval by the Acquired Fund's shareholders. In considering whether to approve the proposal ("Proposal"), you should review the Proposal for the Acquired Fund in which you were invested on the Record Date (as defined under "Voting Information"). In addition, you should review the information in this Proxy Statement/Prospectus that relates to the Proposal and the Plan of Reorganization generally.
The Board recommends that you vote "FOR" the Proposal to approve the Plan of Reorganization.
| PROPOSAL: | APPROVAL OF THE PLAN OF REORGANIZATION WITH RESPECT TO THE REORGANIZATION OF THE WCM FUND INTO THE MULTI-MANAGER FUND. |
This Proposal requests the approval of WCM Fund shareholders of the Plan of Reorganization pursuant to which the WCM Fund will be reorganized into the Multi-Manager Fund.
In considering whether you should approve this Proposal, you should note that:
| ● | Investment Objectives. The Funds have the same investment objectives. Both Funds seek long-term capital appreciation. For a detailed comparison of each Fund's investment policies and strategies, see "Comparison of Investment Objectives and Principal Investment Strategies" below and Appendix B. |
| ● | Principal Investment Strategies. The Funds have different principal investment strategies, though there are some similarities. Both Funds are actively managed by one or more sub-advisers, with WCM Investment Management, LLC ("WCM") also serving as a sub-adviser for the Multi-Manager Fund. Additionally, both Funds invest in A Shares of companies based in China and American, European, Canadian and Global Depositary Receipts. However, the WCM Fund and the Multi-Manager Fund have different 80% investment policies. The WCM Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in equity securities of Chinese companies, while the Multi-Manager Fund, under normal circumstances, invests at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the equity securities of emerging markets companies. For purposes of the Multi-Manager Fund's investments, emerging market countries include, but are not limited to, all countries represented by the Morningstar Emerging Markets Index (the "Morningstar Index"). The Morningstar Index includes, but is not limited to, the following countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Peru, Philippines, Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey, and United Arab Emirates. The WCM Fund generally invests in companies in any sector, however, from time to time the Fund may invest a significant portion of its assets in the securities of companies in one or more sectors, while the Multi-Manager Fund may concentrate, or invest a significant portion of its assets, in the securities of companies in one or a few countries or regions. |
Additionally, the WCM Fund is a "non-diversified" fund, as defined in the 1940 Act, and may invest more of its assets in fewer issuers than "diversified" mutual funds, whereas the Multi-Manager Fund is a diversified fund , which means that at least 75% of the value of the Multi-Manager Fund's total assets is represented by cash and cash items, government securities, securities of other investment companies or other securities. For purposes of this calculation, the Multi-Manager Fund may not invest more than 5% of its total assets in the securities of one issuer nor may the WCM Fund own more than 10% of the outstanding voting securities of such issuer. Because the WCM Fund may invest in fewer securities, or in larger proportions of the securities of single companies or industries than the Multi-Manager Fund, there is increased risk for the WCM Fund because if these securities were to decline in value, there could be a substantial loss of the WCM Fund's investment. For the Multi-Manager Fund, there is decreased risk in investing in a larger number of issuers than there is for the WCM Fund investing in a smaller number of different issuers since changes in the financial condition or market status of a single issuer may cause greater fluctuation in a non-diversified portfolio than in a diversified portfolio with respect to total return and share price. For a detailed comparison of each Fund's investment policies and strategies, see "Comparison of Investment Objectives and Principal Investment Strategies" below and Appendix B.
| ● | Fundamental Policies. The Funds have the similar fundamental policies. The Multi-Manager Fund lists one fundamental policy that is not listed for the WCM Fund. The WCM Fund is a "non-diversified" fund, whereas the Multi-Manager Fund is a "diversified" fund. A non-diversified fund may invest in a limited number of issuers. Under a definition provided by the 1940 Act, a non-diversified fund may invest in fewer securities, or in larger proportions of the securities of single companies or industries. If these securities were to decline in value, there could be a substantial loss of the investment. In addition, because of the investment strategies of a non-diversified fund, the fund may hold a smaller number of issuers than if it were "diversified." There is increased risk in investing in a smaller number of different issuers than there is in investing in a larger number of issuers since changes in the financial condition or market status of a single issuer may cause greater fluctuation in a non-diversified portfolio with respect to total return and share price. For a detailed comparison of each Fund's fundamental investment policies, see "Comparison of Fundamental Policies" below. |
| ● | Principal Risks. While there are some similarities in the risk profiles of the Funds, there are also some differences of which you should be aware. Each Fund's principal risks include China risk, currency risk, depositary receipts risk, emerging markets and less developed countries risk, equity securities risk, foreign securities risk, investing in China A Shares risk, investing through Stock Connect risk, managed portfolio risk, and participation note risk. However, the WCM Fund is also subject to Hong Kong investment risk, investing in H-Shares risk, investment strategy risk, investment style risk, large-capitalization investing risk, liquidity risk, market risk, non-diversification risk, sector risk, and Taiwan investment risk, which are not principal risks of investing in the Multi-Manager Fund. In addition, the principal risks of investing in the Multi-Manager Fund include accounting risk, banking industry risk, commodity ETF risk, company risk, concentration risk, exchange-traded funds investing risk, government regulatory risk, investments in IPOs risk, Russia investment risk, and stock risk, which are not principal risks of investing in the WCM Fund. For a detailed comparison of each Fund's risks, see both "Comparison of Principal Risk Factors" below and Appendix B. |
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| ● | Investment Adviser and Other Service Providers. Jackson National Asset Management, LLC ("JNAM" or the "Adviser") serves as the investment adviser and administrator for each Fund and would continue to manage and administer the Multi-Manager Fund after the Reorganization. JNAM has received an exemptive order from the SEC that generally permits JNAM, with approval from the Board, to appoint, dismiss, and replace each Fund's unaffiliated sub-adviser(s) and to amend the advisory agreements between JNAM and the unaffiliated sub-advisers, without obtaining shareholder approval. However, any amendment to an advisory agreement between JNAM and the Trust that would result in an increase in the management fee rate specified in that agreement (i.e., the aggregate management fee) charged to a Fund will be submitted to shareholders for approval. JNAM has appointed WCM as the sub-adviser to manage the assets of the WCM Fund. JNAM has appointed each of GQG Partners LLC ("GQG"), Kayne Anderson Rudnick Investment Management, LLC ("KAR"), T. Rowe Price Associates, Inc. ("T. Rowe Price") and WCM as sub-advisers and T. Rowe Price Hong Kong Limited ("T. Rowe Price HK") as sub-sub-adviser to manage the assets of the Multi-Manager Fund. It is anticipated that GQG, KAR, T. Rowe Price and T. Rowe Price HK, and WCM will continue to sub-advise and sub-sub-advise, as applicable, the Multi-Manager Fund after the Reorganization. For a detailed description of JNAM, GQG, KAR, T. Rowe Price and T. Rowe Price HK, and WCM, please see "Additional Information about the Funds - The Adviser" and "Additional Information about the Funds - The Sub-Advisers and Sub-Sub-Adviser" below. |
| ● | Asset Base. The WCM Fund and Multi-Manager Fund had net assets of approximately $9.44 million and $1.23 billion, respectively, as of June 30, 2025. Thus, if the Reorganization had been in effect on that date, the combined Fund (the "Combined Fund") would have had net assets of approximately $1.24 billion (net of estimated transaction expenses). |
| ● | Description of the Securities to be Issued. Class A Shareholders of the WCM Fund will receive Class A shares of the Multi-Manager Fund, and Class I Shareholders of the WCM Fund will receive Class I shares of the Multi-Manager Fund pursuant to the Reorganization. Shareholders will not pay any sales charges in connection with the Reorganization. Please see "Comparative Fee and Expense Tables," "Additional Information about the Reorganization," and "Additional Information about the Funds" below for more information. |
| ● | Operating Expenses. Following the Reorganization, the total annual fund operating expense ratio and management fee for the Multi-Manager Fund are expected to be lower than that of the WCM Fund currently. For a more detailed comparison of the fees and expenses of the Funds, please see "Comparative Fee and Expense Tables" and "Additional Information about the Funds" below. |
The maximum management fee for the WCM Fund is equal to an annual rate of 0.85% of its average daily net assets, while the maximum management fee for the Multi-Manager Fund is equal to an annual rate of 0.80% of its average daily net assets. The minimum management fee for the WCM Fund is equal to an annual rate of 0.78% of its average daily net assets over $5 billion, while the minimum management fee for the Multi-Manager Fund is equal to an annual rate of 0.73% of its average daily net assets over $5 billion. As of December 31, 2024, the actual management fees of the WCM Fund and the Multi-Manager Fund were 0.85% and 0.76% respectively. In addition, the maximum administrative fee for each of the WCM Fund and the Multi-Manager Fund is equal to an annual rate of 0.15% of its average daily net assets. As of December 31, 2024, the actual administrative fees of the WCM Fund and the Multi-Manager Fund were 0.15%. For a more detailed description of the fees and expenses of the Funds, please see "Comparative Fee and Expense Tables" and "Additional Information about the Funds" below.
| ● | Costs of Reorganization. Following the Reorganization, the Combined Fund will be managed in accordance with the investment objective, policies and strategies of the Multi-Manager Fund. It is currently anticipated that approximately 11% of the WCM Fund's holdings will be transferred to the Multi-Manager Fund in connection with the Reorganization. Prior to the Reorganization, JNAM will likely use a transition manager to assist in the transition of the WCM Fund. It is anticipated that approximately 89% of the WCM Fund's holdings will be aligned or sold and the proceeds allocated to the sleeves managed by the Multi-Manager Fund's sub-advisers in accordance with the Multi-Manager Fund's principal investment strategies. There is no tax impact to Contract Owners as a result of portfolio repositioning. Additionally, the repositioning is not expected to have a material impact on the performance of the WCM Fund prior to the Reorganization. Following the Reorganization, the WCM Fund will cease to exist and the WCM Fund's performance will not be reflected in the performance of the Multi-Manager Fund. It is not expected that the Multi-Manager Fund will revise any of its investment policies following the Reorganization to reflect those of the WCM Fund. |
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The costs and expenses associated with the Reorganization relating to the solicitation of proxies, including preparing, filing, printing, and mailing of the Proxy Statement/Prospectus and related disclosure documents, and the costs and expenses relating to obtaining a consent of an independent registered public accounting firm, will be borne by JNAM whether or not the Reorganization is consummated. The costs and expenses associated with the Reorganization relating to the legal fees, including the legal fees incurred in connection with the analysis under the Internal Revenue Code of 1986, as amended (the "Code") of the tax treatment of this transaction, as well as the costs associated with the preparation of the tax opinion, will be borne by the Multi-Manager Fund whether or not the Reorganization is consummated. No sales or other charges will be imposed on Contract Owners in connection with the Reorganization. The WCM Fund will bear transaction expenses, which typically include, but are not limited to, trade commissions, related fees and taxes, and any foreign exchange spread costs, where applicable (the "Transaction Costs"), associated with the Reorganization. Such Transaction Costs are estimated to be $29,980 (0.25% of net assets). Please see "Additional Information about the Reorganization" below for more information.
| ● | Federal Income Tax Consequences. The Reorganization is not expected to be a taxable event for U.S. federal income tax purposes for owners of variable contracts whose contract values are determined by investment in shares of the WCM Fund. Provided that the Contracts qualify to be treated as life insurance contracts under Section 7702(a) of the Code or annuity contracts under Section 72 of the Code, the Reorganization will not be a taxable event for federal income tax purposes for Contract Owners regardless of the tax status of the Reorganization, and any dividend declared, allocations or distributions in connection with the Reorganization will not be taxable to Contract Owners. The Insurance Companies, as shareholders, and Contract Owners are urged to consult with their own tax advisers as to the specific consequences to them of the Reorganizations, including the applicability and effect of any possible state, local, non-U.S. and other tax consequences of the Reorganization. Please see "Additional Information about the Reorganization - Federal Income Tax Consequences of the Reorganization" below for more information. |
Comparative Fee and Expense Tables
The following tables show the current fees and expenses of each Fund and the estimated pro forma fees and expenses of Class A and Class I shares of the Acquiring Fund after giving effect to the proposed Reorganization. The fee and expense information is presented as of December 31, 2024. The tables below do not reflect any fees and expenses related to the Contracts, which would increase overall fees and expenses. See a 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)
|
Acquired Fund: WCM Fund |
Acquiring Fund: Multi-Manager Fund |
Pro Forma Multi-Manager Fund (assuming expected operating expenses if the Reorganization is approved) | |||||
| Class A | Class I | Class A | Class I | Class A | Class I | ||
| Management Fee | 0.85% | 0.85% | 0.76% | 0.76% | 0.76% | 0.76% | |
| Distribution and/or Service (12b-1) Fees | 0.30% | 0.00% | 0.30% | 0.00% | 0.30% | 0.00% | |
| Other Expenses1 | 0.20% | 0.20% | 0.16% | 0.16% | 0.16% | 0.16% | |
| Acquired Fund Fees and Expenses2 | 0.01% | 0.01% | 0.01% | 0.01% | 0.01% | 0.01% | |
| Total Annual Fund Operating Expenses3 | 1.36% | 1.06% | 1.23% | 0.93% | 1.23% | 0.93% | |
| 1 | "Other Expenses" include an Administrative Fee of 0.15% for both Funds, which is payable to JNAM. | ||||||
| 2 | Acquired Fund Fees and Expenses are the indirect expenses of investing in other investment companies. Accordingly, the expense ratio presented in the Financial Highlights section of this Proxy Statement/Prospectus will not correlate to the Total Annual Fund Operating Expenses disclosed above. | ||||||
| 3 | Expense information for the WCM Fund has been restated to reflect current fees. | ||||||
Expense Examples
This example is intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds. This example does not reflect fees and expenses related to the Contracts, and the total expenses would be higher if they were included. The example assumes that:
| ● | You invest $10,000 in a 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, 2024; and |
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| ● | 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:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| WCM Fund (Acquired Fund) | ||||
| Class A | $138 | $431 | $745 | $1,635 |
| Class I | $108 | $337 | $585 | $1,294 |
| Multi-Manager Fund (Acquiring Fund) | ||||
| Class A | $125 | $390 | $676 | $1,489 |
| Class I | $95 | $296 | $515 | $1,143 |
|
Pro Forma Multi-Manager Fund (assuming expected operating expenses if the Reorganization is approved) |
||||
| Class A | $125 | $390 | $676 | $1,489 |
| Class I | $95 | $296 | $515 | $1,143 |
Portfolio Turnover
Each 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 Examples, affect a Fund's performance. For the period ended June 30, 2025, the portfolio turnover rates for the WCM Fund and the Multi-Manager Fund were 70% and 33%, respectively, of the average value of each portfolio.
Comparison of Investment Adviser, Sub-Advisers, and Sub-Sub-Adviser
The following table compares the investment adviser and sub-adviser of the WCM Fund with the investment adviser, sub-advisers, and sub-sub-adviser of the Multi-Manager Fund.
| Acquired Fund | Acquiring Fund |
| WCM Fund | Multi-Manager Fund |
|
Investment Adviser Jackson National Asset Management, LLC Investment Sub-Adviser WCM Investment Management, LLC Investment Sub-Sub-Adviser None |
Investment Adviser Jackson National Asset Management, LLC Investment Sub-Advisers GQG Partners LLC Kayne Anderson Rudnick Investment Management, LLC T. Rowe Price Associates, Inc. WCM Investment Management, LLC Investment Sub-Sub-Adviser T. Rowe Price Hong Kong Limited |
Comparison of Investment Objectives and Principal Investment Strategies
The following table compares the investment objectives and principal investment strategies of the WCM Fund with those of the Multi-Manager Fund. The Funds have the same investment objectives. Both Funds seek long-term capital appreciation. The Funds have different principal investment strategies, though there are some similarities. Both Funds are actively managed by one or more sub-advisers, with WCM also serving as a sub-adviser for the Multi-Manager Fund. Additionally, both Funds invest in A Shares of companies based in China and American, European, Canadian and Global Depositary Receipts. However, the WCM Fund and the Multi-Manager Fund have different 80% investment policies. The WCM Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in equity securities of Chinese companies, while the Multi-Manager Fund, under normal circumstances, invests at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the equity securities of emerging markets companies. For purposes of the Multi-Manager Fund's investments, emerging market countries include, but are not limited to, all countries represented by the Morningstar Index. The Morningstar Index includes, but is not limited to, the following countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Peru, Philippines, Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey, and United Arab Emirates. The WCM Fund generally invests in companies in any sector, however, from time to time the Fund may invest a significant portion of its assets in the securities of companies in one or more sectors, while the Multi-Manager Fund may concentrate, or invest a significant portion of its assets, in the securities of companies in one or a few countries or regions.
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The WCM Fund is a "non-diversified" fund, as defined in the 1940 Act, and may invest more of its assets in fewer issuers than "diversified" mutual funds, whereas the Multi-Manager Fund is a diversified fund. The Board may change the investment objective of a Fund without a vote of the Fund's shareholders. For more detailed information about each Fund's investment strategies and risks, see below and Appendix B.
| Acquired Fund | Acquiring Fund |
| WCM Fund | Multi-Manager Fund |
|
Investment Objective The investment objective of the Fund is long-term capital appreciation. |
Investment Objective The investment objective of the Fund is long-term capital appreciation. |
|
Principal Investment Strategies The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in equity securities of Chinese companies. |
Principal Investment Strategies The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the equity securities of emerging markets companies. |
| WCM Investment Management, LLC ("WCM"), the Fund's sub-adviser (the "Sub-Adviser"), considers a company to be a Chinese company if it has been organized under the laws of, has its principal offices in, or has its securities principally traded in, China, or if the company derives at least 50% of its revenues, net profits or incremental revenue growth (typically over the past five years) from, or has at least 50% of assets or production capacities in, China. For purposes of the Fund's investments, China also includes its special administrative regions and other districts, such as Hong Kong and Taiwan. |
The Fund considers a company to be in an emerging country or market if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the emerging country or market, or if the company derives at least 50% of its revenues, net profits or incremental revenue growth (typically over the past five years) from, or has at least 50% of assets or production capacities in, the emerging country or market. Emerging market countries include, but are not limited to all countries represented by the Morningstar® Emerging Markets Index℠ (the "Index"). The Index includes, but is not limited to, the following countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Peru, Philippines, Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey, and United Arab Emirates. Other countries that are not represented by the Index may also be considered emerging if they are not defined as developed by Morningstar. Emerging markets may also be countries with low to middle income economies as classified by the World Bank. |
| The Fund may invest in A Shares of companies based in China that trade on the Shanghai Stock Exchange and the Shenzhen Stock Exchange through the Shanghai - Hong Kong and Shenzhen - Hong Kong Stock Connect programs ("Stock Connect"). Stock Connect is a mutual stock market access program designed to, among other things, enable foreign investments in China. | The Fund may also invest in A Shares of companies based in the People's Republic of China ("China") that trade on the Shanghai Stock Exchange and the Shenzhen Stock Exchange through the Shanghai - Hong Kong and Shenzhen - Hong Kong Stock Connect programs ("Stock Connect"). Stock Connect is a mutual stock market access program designed to, among other things, enable foreign investments in China. |
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| Acquired Fund | Acquiring Fund |
| WCM Fund | Multi-Manager Fund |
| No corresponding strategy. |
Four unaffiliated investment managers ("Sub-Advisers") generally provide day to day management for a portion of the Fund's assets (each portion is sometimes referred to as a "sleeve"). Each Sub-Adviser may use different investment strategies in managing Fund assets, acts independently from the others, and uses its own methodology for selecting investments. Jackson National Asset Management, LLC ("JNAM" or "Adviser") is responsible for identifying and retaining the Sub-Advisers for the selected strategies and for monitoring the services provided by the Sub-Advisers. JNAM provides qualitative and quantitative supervision as part of its process for selecting and monitoring the Sub-Advisers. JNAM is also responsible for selecting the Fund's investment strategies and for determining the amount of Fund assets to allocate to each Sub-Adviser. Based on JNAM's ongoing evaluation of the Sub-Advisers, JNAM may adjust allocations among Sub-Advisers. JNAM also may choose to allocate the Fund's assets to additional Sub-Advisers in the future. There is no assurance that any or all of the strategies discussed in this prospectus will be used by JNAM or the Sub-Advisers. JNAM may also manage Fund assets directly to seek to enhance returns, or to hedge and to manage the Fund's cash and short-term instruments. The Fund has flexibility in the relative weighting of each asset class and expects to vary the percentages of assets invested in each asset class from time to time. JNAM's allocations to the underlying Sub-Advisers will be a function of a variety of factors including each underlying strategy's expected returns, volatility, correlation, and contribution to the Fund's overall risk profile. |
7
| Acquired Fund | Acquiring Fund |
| WCM Fund | Multi-Manager Fund |
|
The Fund's investments in equity securities may include common stock, including A-Shares, H-Shares, and depository receipts. The Fund's investments in depository receipts may include American, European, Canadian, and Global Depository Receipts ("ADRs", "EDRs", "CDRs", and "GDRs", respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. The Fund may also use participation certificates issued by foreign banks or brokers evidencing ownership of underlying stock issued by a foreign company. Participation certificates are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange. The Sub-Adviser uses a bottom-up approach that seeks to identify companies believed to be quality companies and have above-average potential for growth in assets and the rate of return on invested capital. The Sub-Adviser considers quality growth companies to: (i) have a history of predictable and consistent earnings growth, (ii) have regular, growing dividend payments, (iii) be industry leaders with sustainable competitive advantages, (iv) have corporate cultures emphasizing strong, quality and experienced management, (v) have little or no debt, (vi) have attractive relative valuations, and (vii) have potential for asset base growth. In selecting securities, the Sub-Adviser also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk. The Sub-Adviser will generally hold the equity securities of approximately 15 to 40 issuers, and the Fund may invest in securities of any market capitalization. |
The Fund may invest in participatory notes ("P-Notes"). Below are the principal investment strategies for each Sub-Adviser's strategy, but the Sub-Advisers may also implement other investment strategies in keeping with their respective strategy's objective. T. Rowe Price Strategy T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited (collectively, "T. Rowe Price") constructs the T. Rowe Price Strategy by investing in stocks issued by companies in emerging markets. T. Rowe Price may invest in companies of any size but generally seeks stocks of mid or larger companies that T. Rowe Price believes are undervalued. WCM Strategy WCM Investment Management, LLC ("WCM") constructs the WCM Strategy by investing in equity securities of non-U.S. domiciled companies or depositary receipts of non-U.S. domiciled companies located in emerging market countries. WCM's investments in equity securities may include common stocks, common stock that is offered in initial public offerings ("IPOs"), and depositary receipts. The WCM Strategy's investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts ("ADRs", "EDRs", "CDRs", and "GDRs", respectively). ADRs are receipts that represent interests in foreign securities held on deposit by U.S. banks. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international trading markets. Kayne Anderson Rudnick Strategy Kayne Anderson Rudnick Investment Management, LLC ("KAR") constructs the KAR Strategy by investing in equity or equity-linked securities of companies located in emerging markets countries. KAR invests in a select group of companies believed by KAR to be undervalued relative to their future market growth potential. The investment strategy emphasizes companies that KAR believes to have a sustainable competitive advantage, strong management, and low financial risk and to be able to grow over market cycles. KAR intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. Equity securities in which KAR invests include common stocks, preferred stocks and ADRs/GDRs. KAR does not use allocation models to restrict investments to certain regions, countries, or industries. GQG Strategy GQG Partners LLC ("GQG") constructs the GQG Strategy by investing in equity securities of emerging market companies. The equity securities in which the GQG Strategy invests are primarily publicly traded common stocks. Equity securities may also include depositary receipts (including ADRs, EDRs and GDRs), which are certificates typically issued by a bank or trust company that represent ownership interests in securities of non-U.S. companies, and P-Notes, which are derivative instruments designed to replicate equity exposure in certain foreign markets where direct investment is either impossible or difficult due to local investment restrictions. The GQG Strategy may invest in IPOs and securities of companies with any market capitalization. Certain instruments in which the GQG Strategy invests may be illiquid or thinly-traded securities. The GQG Strategy may invest in exchange traded funds ("ETFs"), including commodity ETFs that provide exposure to or invest in gold. |
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| Acquired Fund | Acquiring Fund |
| WCM Fund | Multi-Manager Fund |
| The Fund generally invests in companies in any sector, however, from time to time the Fund may invest a significant portion of its assets in the securities of companies in one or more sectors. | The Fund generally invests in securities of companies located in different regions and in at least three different countries. The Fund may concentrate, or invest a significant portion of its assets, in the securities of companies in one or a few countries or regions. |
| The Fund is a "non-diversified" fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), and may invest more of its assets in fewer issuers than "diversified" mutual funds. | No corresponding strategy. |
Comparison of Principal Risk Factors
While there are some similarities in the risk profiles of the Funds, there are also some differences of which you should be aware. Each Fund's principal risks include China risk, currency risk, depositary receipts risk, emerging markets and less developed countries risk, equity securities risk, foreign securities risk, investing in China A Shares risk, investing through Stock Connect risk, managed portfolio risk, and participation note risk. However, the WCM Fund is also subject to Hong Kong investment risk, investing in H-Shares risk, investment strategy risk, investment style risk, large-capitalization investing risk, liquidity risk, market risk, non-diversification risk, sector risk, and Taiwan investment risk, which are not principal risks of investing in the Multi-Manager Fund. In addition, the principal risks of investing in the Multi-Manager Fund include accounting risk, banking industry risk, commodity ETF risk, company risk, concentration risk, exchange-traded funds investing risk, government regulatory risk, investments in IPOs risk, Russia investment risk, and stock risk, which are not principal risks of investing in the WCM Fund.
An investment in a Fund is not guaranteed. As with any mutual fund, the value of a Fund's shares will change, and an investor could lose money by investing in a Fund. The following table compares the principal risks of an investment in each Fund. For additional information about each principal risk and other applicable risks, see Appendix B.
| Acquired Fund | Acquiring Fund | |
| Risks | WCM Fund | Multi-Manager Fund |
| Accounting risk | X | |
| Banking industry investment risk | X | |
| China risk | X | X |
| Commodity ETF risk | X |
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| Acquired Fund | Acquiring Fund | |
| Risks | WCM Fund | Multi-Manager Fund |
| Company risk | X | |
| Concentration risk | X | |
| Currency risk | X | X |
| Depositary receipts risk | X | X |
| Emerging markets and less developed countries risk | X | X |
| Equity securities risk | X | X |
| Exchange-traded funds investing risk | X | |
| Foreign securities risk | X | X |
| Government regulatory risk | X | |
| Hong Kong investment risk | X | |
| Investing in China A Shares risk | X | X |
| Investing in H-Shares risk | X | |
| Investing through Stock Connect risk | X | X |
| Investment strategy risk | X | |
| Investment style risk | X | |
| Investments in IPOs risk | X | |
| Large-capitalization investing risk | X | |
| Liquidity risk | X | |
| Managed portfolio risk | X | X |
| Market risk | X | |
| Non-diversification risk | X | |
| Participation note risk | X | X |
| Russia investment risk | X | |
| Sector risk | X | |
| Stock risk | X | |
| Taiwan investment risk | X |
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Comparison of Fundamental Policies
Each Fund is subject to certain fundamental policies and restrictions that may not be changed without shareholder approval. The following table compares the fundamental policies of the WCM Fund with those of the Multi-Manager Fund.
The Multi-Manager Fund is a diversified fund, which means that at least 75% of the value of the Fund's total assets is represented by cash and cash items, government securities, securities of other investment companies or other securities. For purposes of this calculation, the Multi-Manager Fund may not invest more than 5% of its total assets in the securities of one issuer nor may the Fund own more than 10% of the outstanding voting securities of such issuer. The WCM Fund is a non-diversified fund and, as such, is not subject to such requirements.
| Acquired Fund | Acquiring Fund |
| WCM Fund | Multi-Manager Fund |
| (1) The Fund will not invest more than 25% of the value of its assets in any particular industry (other than U.S. Government securities and/or foreign sovereign debt securities). | Same. |
| (2) The Fund may not invest directly in real estate or interests in real estate; however, the Fund may own debt or equity securities issued by companies engaged in those businesses. | Same. |
| (3) The Fund may not purchase or sell physical commodities other than foreign currencies unless acquired as a result of ownership of securities (but this limitation shall not prevent the Fund from purchasing or selling options, futures, swaps and forward contracts or from investing in securities or other instruments backed by physical commodities). | Same. |
| (4) The Fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of the Fund's total assets would be lent to other parties (but this limitation does not apply to purchases of commercial paper, debt securities or repurchase agreements). | Same. |
| (5) The Fund may not act as an underwriter of securities issued by others, except to the extent that the Fund may be deemed an underwriter in connection with the disposition of portfolio securities of the Fund. | Same. |
| (6) The Fund may not invest more than 15% of its net assets in illiquid securities. | Same. |
| (7) The Fund may not borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief. | Same. |
| (8) The Fund may not issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief.* | Same |
| * | Currently, under the 1940 Act, a "senior security" does not include any promissory note or evidence of indebtedness where the indebtedness is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the issuer at the time the loan is made. A loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed. |
11
Comparative Performance Information
The performance information shown below provides some indication of the risks of investing in each Fund by showing changes in each Fund's performance from year to year and by showing how each Fund's average annual returns compared with those of a broad-based securities market index and, with respect to the WCM Fund, an additional index that the Adviser believes more closely reflects the market segments in which the Fund invests. For the Multi-Manager Fund, performance results include the effect of expense waiver/reduction arrangements for some or all of the periods shown and, if such arrangements had not been in place, performance for those periods would have been lower. Each Fund's past performance is not necessarily an indication of how the Fund will perform in the future.
The returns shown in the bar charts and tables below do not include charges imposed under the Contracts. If these amounts were reflected, returns would be less than those shown.
Effective April 29, 2024, the Morningstar® Emerging Markets Target Market Exposure Index℠ (Net) replaced the Morningstar® China Index℠ (Net) as the WCM Fund's broad-based securities market index in accordance with new regulatory disclosure requirements. The Morningstar® China Index℠ (Net) is included as an additional index for the WCM Fund because JNAM believes it more closely reflects the market segments in which the Fund invests.
Performance prior to April 27, 2020 reflects the Multi-Manager Fund's results when managed by the former sub-adviser, Lazard Asset Management LLC, utilizing a different investment strategy. Effective April 27, 2020, the Multi-Manager Fund was combined with the JNL/Invesco China-India Fund and JNL/Oppenheimer Emerging Markets Innovator Fund (together, the "Acquired Funds"), each a series of JNL Series Trust, with the Multi-Manager Fund as the surviving Fund. The performance shown is the Multi-Manager Fund's historic performance and does not reflect the performance of the Acquired Funds.
Following the Reorganization, the Acquiring Fund will be the accounting and performance survivor.
WCM Fund - Calendar Year Total Returns
(Acquired Fund)
Class A
Best Quarter (ended 9/30/2024): 13.37%; Worst Quarter (ended 6/30/2023): -10.50%
12
Class I
Best Quarter (ended 9/30/2024): 13.41%; Worst Quarter (ended 6/30/2023): -10.48%
Multi-Manager Fund - Calendar Year Total Returns
(Acquiring Fund)
Class A
Best Quarter (ended 12/31/2020): 21.37%; Worst Quarter (ended 3/31/2020): -30.35%
Class I
Best Quarter (ended 12/31/2020): 21.44%; Worst Quarter (ended 3/31/2020): -30.29%
13
| Acquired Fund - Average Annual Total Returns as of 12/31/2024 | ||||
| 1 year |
Life of Fund (April 25, 2022) |
|||
| WCM Fund (Class A) | -0.82 | % | -5.99 | % |
| Morningstar Emerging Markets Target Market Exposure Index (Net) (reflects no deduction for fees, expenses, or taxes) | 7.10 | % | 2.93 | % |
| Morningstar China Index (Net) (reflects no deduction for fees, expenses, or taxes) | 16.50 | % | 1.30 | % |
| Acquired Fund - Average Annual Total Returns as of 12/31/2024 | ||||
| 1 year |
Life of Fund (April 25, 2022) |
|||
| WCM Fund (Class I) | -0.58 | % | -5.74 | % |
| Morningstar Emerging Markets Target Market Exposure Index (Net) (reflects no deduction for fees, expenses, or taxes) | 7.10 | % | 2.93 | % |
| Morningstar China Index (Net) (reflects no deduction for fees, expenses, or taxes) | 16.50 | % | 1.30 | % |
| Acquiring Fund - Average Annual Total Returns as of 12/31/2024 | ||||||
| 1 year | 5 year | 10 year | ||||
| Multi-Manager Fund (Class A) | 4.58 | % | -0.98 | % | 1.34 | % |
| Morningstar Emerging Markets Index (Net) (reflects no deduction for fees, expenses, or taxes) | 7.05 | % | 2.86 | % | 4.34 | % |
| Acquiring Fund - Average Annual Total Returns as of 12/31/2024 | ||||||
| 1 year | 5 year | 10 year | ||||
| Multi-Manager Fund (Class I) | 4.90 | % | -0.68 | % | 1.61 | % |
| Morningstar Emerging Markets Index (Net) (reflects no deduction for fees, expenses, or taxes) | 7.05 | % | 2.86 | % | 4.34 | % |
Capitalization
The following table shows the capitalization of each Fund as of December 1, 2025, and of the Multi-Manager Fund on a pro forma combined basis as of December 1, 2025 after giving effect to the proposed Reorganization. The actual net assets of the WCM Fund and the Multi-Manager Fund on the Closing Date will differ due to fluctuations in net asset values, subsequent purchases, and redemptions of shares. No assurance can be given as to how many shares of the Multi-Manager Fund will be received by shareholders of the WCM Fund on the Closing Date, and the following table should not be relied upon to reflect the number of shares of the Multi-Manager Fund that will actually be received.
14
|
Net Assets |
Net Asset Value Per Share |
Shares Outstanding |
||
| WCM Fund (Acquired Fund) - Class A | $15,063,354 | 10.66 | 1,412,862 | |
| Multi-Manager Fund (Acquiring Fund) - Class A | $594,391,631 | 10.76 | 55,265,213 | |
| Adjustments | $(40,195) (a) | 0 | (15,708) (b) | |
| Pro forma Multi-Manager Fund - Class A (assuming the Reorganization is approved) | $609,414,790 | 10.76 | 56,662,367 | |
| WCM Fund (Acquired Fund) - Class I | $1,077 | 10.77 | 100 | |
| Multi-Manager Fund (Acquiring Fund) - Class I | $685,432,442 | 10.81 | 63,428,487 | |
| Adjustments | $(11,785) (a) | 0 | (1) (b) | |
| Pro forma Multi-Manager Fund - Class I (assuming the Reorganization is approved) | $685,421,734 | 10.81 | 63,428,586 | |
| (a) | The costs and expenses associated with the Reorganization relating to the solicitation of proxies, including preparing, filing, printing, and mailing of the Proxy Statement/Prospectus and related disclosure documents, and the costs and expenses relating to obtaining a consent of an independent registered public accounting firm, will be borne by JNAM whether or not the Reorganization is consummated. The costs and expenses associated with the Reorganization relating to the legal fees, including the legal fees incurred in connection with the analysis under the Code of the tax treatment of this transaction, as well as the costs associated with the preparation of the tax opinion, will be borne by the Acquiring Fund whether or not the Reorganization is consummated. Such legal fees are estimated to be $22,000 (0.002% of net assets). No sales or other charges will be imposed on Contract Owners in connection with the Reorganization. It is currently anticipated that approximately 11% of the Acquired Fund's holdings will be transferred to the Acquiring Fund in connection with the Reorganization. Prior to the Reorganization, JNAM will likely use a transition manager to assist in the transition of the Acquired Fund. It is anticipated that approximately 89% of the Acquired Fund's holdings will be aligned or sold and the proceeds allocated to the sleeves managed by the Acquiring Fund's sub-advisers in accordance with the Acquiring Fund's principal investment strategies. The Acquired Fund will bear the Transaction Costs associated with the Reorganization. Such Transaction Costs are estimated to be $29,980 (0.25% of net assets). | |||
| (b) | The adjustment to the pro forma shares outstanding number represents an increase in shares outstanding of the Acquiring Fund to reflect the exchange of shares of the Acquired Fund. | |||
The Reorganization provides for the acquisition of all the assets and all the liabilities of the WCM Fund by the Multi-Manager Fund. If the Reorganization had taken place on December 1, 2025, shareholders of the WCM Fund would have received 1,397,154 and 99 Class A and Class I shares, respectively, of the Multi-Manager Fund.
After careful consideration, the Board unanimously approved the Plan of Reorganization with respect to the WCM Fund. Accordingly, the Board has submitted the Plan of Reorganization for approval by the WCM Fund's shareholders. The Board recommends that you vote "FOR" this Proposal.
* * * * *
ADDITIONAL INFORMATION ABOUT THE REORGANIZATION
Terms of the Plan of Reorganization
The terms of the Plan of Reorganization are summarized below. For additional information, you should consult the Plan of Reorganization, a copy of which is attached as Appendix A.
If shareholders of the Acquired Fund approve the Plan of Reorganization, then the assets of the Acquired Fund will be acquired by, and in exchange for, Class A and Class I shares, respectively, of the Acquiring Fund and the liabilities of the Acquired Fund will be assumed by the Acquiring Fund. The Acquired Fund will then be terminated by the Trust, and the Class A and Class I shares of the Acquiring Fund distributed to the Class A and Class I shareholders, respectively, of the Acquired Fund in the redemption of the Class A and Class I Acquired Fund Shares. Immediately after completion of the Reorganization, the number of shares of the Acquiring Fund then held by former shareholders of the Acquired Fund may be different than the number of shares of the Acquired Fund that had been held immediately before completion of the Reorganization, but the total investment will remain the same (i.e., the total value of the Acquiring Fund shares held immediately after the completion of the Reorganization will be the same as the total value of the Acquired Fund shares formerly held immediately before completion of the Reorganization).
It is anticipated that the Reorganization will be consummated as of the close of business on April 24, 2026, or on such later date as may be deemed necessary in the judgment of the Board and in accordance with the Plan of Reorganization, subject to the satisfaction of all conditions precedent to the closing. It is not anticipated that the Acquired Fund will hold any investment that the Acquiring Fund would not be permitted to hold ("non-permitted investments").
15
Description of the Securities to Be Issued
The Class A shareholders of the Acquired Fund will receive Class A shares of the Acquiring Fund, and the Class I shareholders of the Acquired Fund will receive Class I shares of the Acquiring Fund in accordance with the procedures provided for in the Plan of Reorganization. Each such share will be fully paid and non-assessable by the Trust when issued and will have no preemptive or conversion rights.
The Trust may issue an unlimited number of full and fractional shares of beneficial interest of the Acquiring Fund and divide or combine such shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interests in the Trust. Each share of the Acquiring Fund represents an equal proportionate interest in that Fund with each other share. The Trust reserves the right to create and issue any number of Fund shares. In that case, the shares of the Acquiring Fund would participate equally in the earnings, dividends, and assets of the Fund. Upon liquidation of the Acquiring Fund, shareholders are entitled to share proportionally (according to the net asset value of their shares of the Acquiring Fund) in the net assets of the Fund available for distribution to shareholders. The Acquiring Fund is a series of the Trust.
The Trust currently offers two classes of shares, Class A and Class I shares, for the Acquired Fund and the Acquiring Fund. Each series of the Trust has adopted a distribution plan in accordance with the provisions of Rule 12b-1 under the 1940 Act. Pursuant to the distribution plan, Class A shares of the Acquired Fund and Acquiring Fund are charged a Rule 12b-1 fee at the annual rate of 0.30% of the average daily net assets attributable to the Class A shares of the respective Fund. Because these distribution/service fees are paid out of the Funds' assets on an ongoing basis, over time these fees will increase your cost of investing and may cost more than paying other types of charges. Class I shares are not charged a Rule 12b-1 fee.
Board Considerations
At a meeting of the Board held on December 10-11, 2025 (the "Board Meeting"), the Board, including all of the independent trustees who are not interested persons of the Funds (as defined in the Investment Company Act of 1940, as amended) (the "Independent Trustees"), considered information relating to the proposed reorganization of the Acquired Fund, a series of the Trust, into the Acquiring Fund, also a series of the Trust (the "Reorganization"). Before approving the Reorganization, the Independent Trustees reviewed the foregoing information with their independent legal counsel and with management, reviewed with independent legal counsel applicable law and their duties in considering such matters, and met with independent legal counsel in a private session without management present.
The Board considered that the Acquired Fund was launched in April 2022 to provide dedicated China exposure. The Board also considered the Acquired Fund has generated limited investor interest since its launch due to geopolitical changes relating to China, including shifting trade policies, U.S.-China tensions, and Chinese government intervention in private industries. The Board also considered that the Reorganization is part of an overall rationalization of the Trust's offerings and is designed to eliminate inefficiencies arising from offering overlapping funds with similar investment objectives and investment strategies that serve as investment options for the Contracts issued by the Insurance Companies and certain non-qualified plans. The Board also considered that the Reorganization also seeks to increase assets under management in the Acquiring Fund in an effort to achieve additional economies of scale for beneficial owners of the Acquired Fund. The Board noted that the objective of the Reorganization is to seek to ensure that a consolidated family of investments offers a streamlined, complete, and competitive set of underlying investment options to serve the interests of shareholders. Thus, the Board considered the recommendation of JNAM to merge the Acquired Fund into the Acquiring Fund given the Acquiring Fund has exposure to Chinese equities, but with a broader geopolitical focus, and WCM is an existing sub-adviser for the Acquiring Fund.
The Board considered a number of principal factors presented at the time of the Board Meeting in reaching its determinations, including the following:
| ● | Investment Objectives and Investment Strategies. The Board considered that the Reorganization will permit the Contract Owners and others with beneficial interest in the Acquired Fund to continue to invest in a professionally managed fund with similar investment goals, noting that the both Funds seek long-term capital appreciation. In addition, the Board considered the differences and similarities between the Funds' principal investment strategies, while also considering management's expectation that the Acquiring Fund's broader geopolitical focus, while retaining exposure to Chinese equities, should provide the Acquired Fund's shareholders with a better investor experience. For a full description of the investment objectives and investment strategies of the Acquired Fund and Acquiring Fund, see "Comparison of Investment Objectives and Principal Investment Strategies." |
16
| ● | Operating Expenses. The Board considered that, if approved by the Acquired Fund's shareholders, the Reorganization is expected to result in a Combined Fund with a total annual fund operating expense ratio and management fee that are expected to be lower than those of the Acquired Fund currently. The Board further noted that the Acquiring Fund's total annual fund operating expense ratio and management fee are expected to remain the same as a result of the Reorganization. See "Comparative Fee and Expense Tables." |
| ● | Larger Asset Base. The Board considered that the Reorganization may benefit Contract Owners and others with beneficial interests in the Acquired Fund by allowing them to invest in the Combined Fund that has a larger asset base than that of the Acquired Fund currently. The Board noted that as of September 30, 2025, the Acquired Fund had assets of approximately $11.87 million as compared to assets of $1.30 billion for the Acquiring Fund. The Board considered that reorganizing the Acquired Fund into the Acquiring Fund offers Contract Owners and other investors the ability to benefit from economies of scale. |
| ● | Performance. The Board considered the Funds' Class A shares performance, noting that the Acquiring Fund has had a better performance track record than the Acquired Fund for the three-year period ended September 30, 2025, while the Acquired Fund had a better performance track record than the Acquiring Fund for the quarter, year-to-date and one-year periods ended September 30, 2025. The Board noted that during the 2024 calendar year, the Acquiring Fund returned 4.58%, while the Acquired Fund returned -0.82%. The Board also noted that the Acquiring Fund had better performance than the Acquired Fund for the 2023 calendar year. |
| ● | Investment Adviser and Other Service Providers. The Board considered that the Funds currently have the same investment adviser and administrator, JNAM, and many of the same service providers, with the exception of having different sub-advisers and custodians. Specifically, the Board considered that the Acquired Fund is sub-advised by WCM, and that the sub-advisers for the Acquiring Fund are GQG, KAR, T. Rowe Price, and WCM , and the sub-sub-adviser for the Acquiring Fund is T. Rowe Price HK. See "Comparison of Investment Adviser, Sub-Advisers, and Sub-Sub-Adviser." The Board also noted that the custodian for the Acquired Fund is JPMorgan Chase Bank, N.A., and the custodian for the Acquiring Fund is State Street Bank & Trust Company. The Board also considered that the transfer agent for the Acquiring Fund, JNAM, and the Distributor for shares of the Acquiring Fund, Jackson National Life Distributors LLC ("JNLD"), are the same as for the Acquired Fund and will remain the same immediately after the Reorganization. |
| ● | Federal Income Tax Consequences. The Board considered that the Reorganization is not expected to be a taxable event for U.S. federal income tax purposes for Contract Owners. |
| ● | Costs of Reorganization. The Board considered that the costs and expenses associated with the Reorganization relating to the solicitation of proxies, including preparing, filing, printing, and mailing of the Proxy Statement/Prospectus and related disclosure documents, and the costs and expenses relating to obtaining a consent of an independent registered public accounting firm, will be borne by JNAM whether or not the Reorganization is consummated. The Board also considered that the costs and expenses associated with the Reorganization relating to the legal fees, including the legal fees incurred in connection with the analysis under the Code of the tax treatment of this transaction, as well as the costs associated with the preparation of the tax opinion, will be borne by the Acquiring Fund whether or not the Reorganization is consummated. No sales or other charges will be imposed on Contract Owners in connection with the Reorganization. The Board considered that it is currently anticipated that approximately 11% of the Acquired Fund's holdings will be transferred to the Acquiring Fund in connection with the Reorganization and that, prior to the Reorganization, JNAM will likely use a transition manager to align or sell approximately 89% of the Acquired Fund's holdings and the resulting proceeds allocated to the sleeves managed by the Acquiring Fund's sub-advisers in accordance with the Acquiring Fund's principal investment strategies . Thus, the Board also considered that the Acquired Fund will bear the Transaction Costs associated with the Reorganization and that such Transaction Costs are estimated to be $29,980 (0.25% of net assets). |
In summary, in determining whether to recommend approval of the Reorganization, the Board considered factors including (1) the terms and conditions of the Reorganization and whether the Reorganization would result in dilution of the Acquired Fund's and Acquiring Fund's shareholders', Contract Owners', and plan participants' interests; (2) the compatibility of the Funds' investment objectives, investment strategies, and investment restrictions, as well as shareholder services offered by the Funds; (3) the expense ratios and information regarding the fees and expenses of the Funds; (4) the advantages and disadvantages to the Acquired Fund's and Acquiring Fund's shareholders, Contract Owners, and plan participants of having a larger asset base in the Combined Fund; (5) the relative historical performance of the Funds; (6) the management of the Funds; (7) the U.S. federal income tax consequences of the Reorganization; and (8) the costs of the Reorganization. No one factor was determinative and each Trustee may have attributed different weights to the various factors. The Board did not determine any considerations related to the Reorganization to be adverse.
17
The Board, including the Independent Trustees, determined that the Reorganization would be in the best interests of the Acquired Fund and Acquiring Fund and that the interests of the Acquired Fund's and Acquiring Fund's Contract Owners and other investors would not be diluted as a result of the Reorganization. The Board voted unanimously to approve the Reorganization and recommended its approval by Contract Owners and others with beneficial interests in the Acquired Fund.
If the Reorganization is not approved by shareholders, the Funds will continue to operate as they currently do. While the Board has made no determination regarding this contingency, the Board will consider what actions are appropriate and in the best interests of Contract Owners that have assets invested in the Acquired Fund.
Description of Risk Factors
A Fund's performance may be affected by one or more risk factors. For a detailed description of each Fund's risk factors, please see "More Information on Strategies and Risk Factors" in Appendix B.
Federal Income Tax Consequences of the Reorganization
As a condition to the consummation of the Reorganization, each Fund will have received one or more opinions of Ropes & Gray LLP, dated on or before the effective date of the Reorganization, substantially to the effect that, on the basis of the existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, for U.S. federal income tax purposes, the Reorganization will not be a taxable event for Contract Owners whose contract values are determined by investment in shares of the Acquired Fund. The opinion will be based on certain factual certifications made by officers of the Funds, the Adviser and the Insurance Companies offering the Contracts, and will also be based on reasonable assumptions.
None of the Trust, the Acquired Fund, or the Acquiring Fund has sought a tax ruling from the Internal Revenue Service (the "IRS"), but each is acting in reliance upon the opinions of counsel discussed in the previous paragraph. The opinions are not binding on the IRS and do not preclude the IRS from adopting a contrary position. Contract Owners should consult their own tax advisors concerning the potential tax consequences, including state and local income taxes.
Contingency Plan
If the Reorganization is not approved by shareholders, the Funds will continue to operate as they currently do and the Board will consider what actions are appropriate and in the best interests of Contract Owners that have assets invested in the Acquired Fund.
ADDITIONAL INFORMATION ABOUT THE FUNDS
Management of the Trust
This section provides information about the Trust, the Adviser, the sub-advisers, and the sub-sub-adviser for the Funds.
The Trust
The Trust is organized as a Massachusetts business trust and is registered with the SEC as an open-end management investment company. Under Massachusetts law and the Trust's Declaration of Trust and By-Laws, the management of the business and affairs of the Trust is the responsibility of its Board. Each Fund is a series of the Trust.
The Adviser
JNAM, located at 1 Corporate Way, Lansing, Michigan 48951, serves as the investment adviser to the Trust and provides the Funds with professional investment supervision and management. JNAM is registered with the SEC under the Investment Advisers Act of 1940, as amended. JNAM is an indirect, wholly owned subsidiary of Jackson Financial Inc. ("Jackson"), a leading provider of retirement products for industry professionals and their clients. Jackson and its affiliates offer variable, fixed and fixed index annuities designed for tax-efficient growth and distribution of retirement income for retail customers, as well as products for institutional investors.
JNAM acts as investment adviser to the Trust pursuant to an Investment Advisory and Management Agreement. Under the Investment Advisory and Management 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. JNAM is solely responsible for payment of any fees to the sub-adviser.
18
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.
The Investment Advisory and Management Agreement continues in effect for each Fund from year to year after its initial two-year term so long as its continuation is approved at least annually by (i) a majority of the Trustees who are not parties to such agreement or interested persons of any such party except in their capacity as Trustees of the Trust, and (ii) the shareholders of the affected Fund or the Board. It may be terminated at any time upon 60 days' notice by JNAM, or by a majority vote of the outstanding shares of a Fund with respect to that Fund, and will terminate automatically upon assignment. Additional Funds may be subject to a different agreement. The Investment Advisory and Management Agreement provides that JNAM shall not be liable for any error of judgment, or for any loss suffered by any Fund in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of JNAM in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the agreement. As compensation for its services, the Trust pays JNAM a fee in respect of each Fund as described in each Fund's Prospectus.
Management Fees
As compensation for its advisory services, JNAM receives a fee from the Trust computed separately for the Funds, accrued daily and payable monthly. The fee JNAM receives from each Fund is set forth below as an annual percentage of the net assets of the Fund.
The table below shows the advisory fee rate schedule for each Fund as set forth in the Investment Advisory and Management Agreement and the aggregate annual fee the Fund paid to JNAM for the fiscal year ended December 31, 2024. Each Fund's advisory fee rate schedule is subject to contractual breakpoints that reduce the advisory fee rate should the Fund's average daily net assets exceed specified amounts.
| Fund | Assets |
Advisory Fee (Annual Rate Based on Average Daily Net Assets of each Fund) |
Aggregate Fee Paid to Adviser based on Average Daily Net Assets as of December 31, 2024 |
| WCM Fund |
$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion |
0.850% 0.800% 0.790% 0.780% |
0.85% |
| Multi-Manager Fund |
$0 to $250 million $250 million to $3 billion $3 billion to $5 billion Over $5 billion |
0.800% 0.750% 0.740% 0.730% |
0.76% |
A discussion of the basis for the Board's approval of the Investment Advisory and Management Agreement is available in the Trust's N-CSR filing for the period ended December 31, 2024 and will be available in the Trust's N-CSR filing for the year ended December 31, 2025.
JNAM selects, contracts with, and compensates the sub-advisers to manage the investment and reinvestment of the assets of the Funds. JNAM monitors the compliance of the sub-advisers and sub-sub-advisers with the investment objectives and related policies of the Funds, reviews the performance of the sub-advisers and sub-sub-adviser, 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 assigned Fund and for directing the purchase and sale of the Fund's investment securities, subject to the oversight and supervision of JNAM and the Board. The sub-advisers and the Acquiring Fund's sub-sub-adviser formulate a continuous investment program for an assigned Fund consistent with the Fund's 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 programs. 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.
19
The Acquiring Fund has co-sub-advisers. JNAM has entered into separate investment sub-advisory agreements with each of the Acquiring Fund's sub-advisers. Each co-sub-adviser independently selects the investments for the portion of the Acquiring Fund that is allocated to it and is responsible for the day-to-day management of the Acquiring Fund's assets allocated to it. Pursuant to each sub-advisory agreement, JNAM pays each co-sub-adviser for providing services to JNAM with respect to the Acquiring Fund at a monthly fee at an annual rate equal to a percentage of the Fund's assets allocated to it.
JNAM and the Trust, together with other investment companies of which JNAM is investment adviser, have received an exemptive order (the "Order") that allows JNAM to hire, replace or terminate unaffiliated sub-advisers or materially amend a sub-advisory agreement with an unaffiliated sub-adviser with the approval of the Board, but without the approval of shareholders. However, any amendment to an advisory agreement between JNAM and the Trust that would result in an increase in the management fee rate specified in that agreement (i.e., the aggregate management fee) charged to a Fund will be submitted to shareholders for approval. Under the terms of the Order, if a new sub-adviser is hired by JNAM, the affected Fund will provide shareholders with information about the new sub-adviser and the new sub-advisory agreement within ninety (90) days of the change. The Order allows the Funds to operate more efficiently and with greater flexibility. JNAM provides oversight and evaluation services to the Funds, including, but not limited to the following services: performing initial due diligence on prospective sub-advisers for the Funds; monitoring the performance of sub-advisers; communicating performance expectations to the sub-advisers; and ultimately recommending to the Board whether a sub-adviser's contract should be renewed, modified or terminated.
JNAM does not expect to recommend frequent changes of sub-advisers. Although JNAM will monitor the performance of the sub-advisers and sub-sub-adviser, there is no certainty that the sub-advisers, sub-sub-adviser, or the Funds will obtain favorable results at any given time.
As compensation for the services for their respective Funds, the sub-adviser to the Acquired Fund, WCM, and the sub-advisers to the Acquiring Fund, GQG, KAR, T. Rowe Price, and WCM, each receive a sub-advisory fee that is payable by JNAM. The following table shows the amount of sub-advisory fees that JNAM paid the sub-advisers (out of JNAM's advisory fees) for the services provided by the respective sub-advisers for the fiscal year ended December 31, 2024:
| Fund | Sub-Advisers | Aggregate Fees Paid to Sub-Advisers | ||
| Dollar Amount | As a Percentage of Average Daily Net Assets as of December 31, 2024 | |||
| WCM Fund1, 2 | WCM | $24,546 | 0.44% | |
| Multi-Manager Fund |
KAR T. Rowe Price3, 4 WCM2 GQG5, 6 |
$4,849,815 | 0.52% | |
| 1 | The Fund commenced operations April 25, 2022. | |||
| 2 | Effective September 1, 2024, for the purpose of calculating the sub-advisory fee for the Multi-Manager Fund, JNL Multi-Manager International Small Cap Fund, JNL Multi-Manager Small Cap Growth Fund, JNL Multi-Manager Small Cap Value Fund, JNL Multi-Manager U.S. Select Equity Fund (for the portion of assets managed by WCM), the WCM Fund, and the JNL/WCM Focused International Equity Fund, WCM applies a fee discount to all eligible assets based on the average daily aggregate net assets of the listed funds. | |||
| 3 | T. Rowe Price will provide JNAM a transitional fee credit to eliminate any discontinuity between the tiered fee schedule and the fee schedule that takes effect once the Multi-Manager Fund's assets exceed a specific amount. | |||
| 4 | For the purpose of calculating the sub-advisory fee for the JNL Multi-Manager Emerging Markets Equity (for the portion of assets managed by T. Rowe Price), JNL/T. Rowe Price Balanced Fund, the JNL/T. Rowe Price Capital Appreciation Fund, the JNL/T. Rowe Price Capital Appreciation Equity Fund, the JNL/T. Rowe Price Growth Stock Fund, the JNL/T. Rowe Price Mid-Cap Growth Fund, the JNL/T. Rowe Price Short-Term Bond Fund, the JNL/T. Rowe Price U.S. High Yield Fund, and the JNL/T. Rowe Price Value Fund, the Sub-Adviser applies a fee discount to all eligible assets based on the average daily aggregate net assets of the listed funds. | |||
| 5 | Commenced as a Sub-Adviser to the Fund on April 29, 2024. | |||
| 6 | Assets for the Multi-Manager Equity Fund (for the portion of assets managed by GQG) and the JNL/GQG Emerging Markets Equity Fund are aggregated in calculating the GQG sub-advisory fee. | |||
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A discussion of the basis for the Board's approval of the sub-advisory agreements for both Funds and the sub-sub-advisory agreement for the Acquiring Fund is available in the Trust's N-CSR filing for the year ended December 31, 2024 and will be available in the Trust's N-CSR filing for the period ended December 31, 2025.
In addition to the investment advisory fee, each Fund currently pays to JNAM (the "Administrator") an administrative fee as an annual percentage of the average daily net assets of each Fund, accrued daily and paid monthly, as set forth below.
| Fund | Assets |
Administrative Fee (Annual Rate Based on Average Net Assets) |
| WCM Fund |
$0 to $3 billion Assets over $3 billion |
0.15% 0.13% |
| Multi-Manager Fund |
$0 to $3 billion Assets over $3 billion |
0.15% 0.13% |
In return for the administrative fee, the Administrator provides or procures all necessary administrative functions and services for the operation of each Fund. In addition, the Administrator, at its own expense, arranges and pays for routine legal, audit, fund accounting, custody (except overdraft and interest expense), printing and mailing, a portion of the Chief Compliance Officer costs and all other services necessary for the operation of each Fund. Each Fund is responsible for trading expenses including brokerage commissions, interest and taxes, and other non-operating expenses. Each Fund is also responsible for nonrecurring and extraordinary legal fees, interest expenses, registration fees, licensing costs, directors and officers insurance, expenses related to the Funds' Chief Compliance Officer, and the fees and expenses of the Independent Trustees and of independent legal counsel to the Independent Trustees (categorized as "Other Expenses" in the fee tables).
The Sub-Advisers and Sub-Sub-Adviser
The sub-adviser to the Acquired Fund is WCM. WCM is located at 281 Brooks Street, Laguna Beach, California 92651. WCM is an independent, money management firm, founded in 1976. WCM provides investment management and sub-advisory services to public as well as various institutional and sub-advised accounts.
The following table describes the Acquired Fund's sub-adviser, portfolio managers, and each portfolio manager's business experience. Information about the portfolio managers' compensation, other accounts they manage and their ownership of securities of the Acquired Fund is available in the Trust's Statement of Additional Information.
| WCM Fund (Acquired Fund) | |
| Sub-Adviser & Portfolio Managers | Portfolio Managers' Business Experience |
|
WCM Investment Management, LLC 281 Brooks Street Laguna Beach, California 92651 Portfolio Managers Mike Tian, CFA Dave Heng |
Mike Tian, CFA, is a Portfolio Manager and Business Analyst. Mr. Tian joined WCM in 2012. He is a member firm's Investment Strategy Group (ISG) and his primary responsibilities include portfolio management and equity research. Since the start of his investment career in 2006, Mr. Tian's experience includes a position as Senior Equity Analyst and Equity Strategist at Morningstar, Inc. in Chicago. While there, he also managed the Morningstar Opportunistic Investor, a portfolio and newsletter focusing on special situations and growth companies, and additionally played an instrumental role in the development of Morningstar's economic moat trend methodology. Mr. Tian earned his B.S. in Finance from the University of Illinois at Urbana-Champaign and is also a CFA® charterholder. Dave Heng is a Portfolio Manager and Business Analyst. His primary responsibilities are portfolio management and equity research for WCM's global, fundamental growth strategies. Prior to joining the Advisor, Mr. Heng's experience includes positions as a Senior Investment Analyst at Somerset Capital Management (Singapore), and as an Investment Analyst at SeaTown Holdings (Singapore). He graduated with honors from Nanyang Technological University (Singapore), earning a B.S. in Accountancy. |
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The sub-advisers to the Acquiring Fund are GQG, KAR, T. Rowe Price, and WCM. Each sub-adviser manages a sleeve of the Acquiring Fund. T. Rowe Price HK is a sub-sub-adviser to T. Rowe Price's sleeve.
GQG is a Delaware limited liability company founded in 2016. GQG is an SEC registered investment adviser. GQG's principal place of business is located at 450 East Las Olas Boulevard, Suite 750, Fort Lauderdale, Florida 33301. The Sub-Adviser provides investment management services for institutions, mutual funds and other investors using emerging markets, global, international and US equity investment strategies. GQG is a subsidiary of GQG Partners Inc., a Delaware corporation that is listed on the Australian Securities Exchange.
KAR is located at 2000 Avenue of the Stars, Ste. 1110, Los Angeles, California 90067. KAR acts as sub-adviser to mutual funds and as investment adviser to institutions and individuals.
T. Rowe Price is located at 100 East Pratt Street, Baltimore, Maryland 21202. T. Rowe Price was founded in 1937. T. Rowe Price and its affiliates provide investment advisory services to individual and institutional investor accounts. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group, Inc., a publicly traded company the principal business of which is investment management services.
T. Rowe Price HK is located at 6/F Chater House 8 Connaught Place, Central Hong Kong. T. Rowe Price HK, a wholly owned subsidiary of T. Rowe Price, was organized as a Hong Kong limited company in 2010. T. Rowe Price Hong Kong is compensated by T. Rowe Price at no additional expense to the Fund.
WCM is located at 281 Brooks Street, Laguna Beach, California 92651. WCM is an independent, money management firm, founded in 1976. WCM provides investment management and sub-advisory services to public as well as various institutional and sub-advised accounts.
The following table describes the Acquiring Fund's sub-advisers and sub-sub-adviser, portfolio managers, and each portfolio manager's business experience. Information about the portfolio managers' compensation, other accounts they manage and their ownership of securities of the Acquiring Fund is available in the Trust's Statement of Additional Information.
| Multi-Manager Fund (Acquiring Fund) | |
| Sub-Advisers, Sub-Sub-Adviser & Portfolio Managers | Portfolio Managers' Business Experience |
|
GQG Partners LLC 450 East Las Olas Boulevard Suite 750 Fort Lauderdale, Florida 33301 Portfolio Managers Rajiv Jain Brian Kersmanc Sudarshan Murthy Siddharth Jain |
Rajiv Jain, Chairman and Chief Investment Officer of GQG, serves as the Portfolio Manager of the Fund. Prior to joining GQG in 2016, Mr. Jain served as a Co-Chief Executive Officer, Chief Investment Officer and Head of Equities at Vontobel Asset Management ("Vontobel"). He joined Vontobel in 1994 as a co-portfolio manager of its international equity portfolios. Mr. Jain earned an MBA in Finance and International Business from the University of Miami in 1993. He also has a Master's degree from the University of Ajmer and an undergraduate degree in Accounting. Brian Kersmanc, Senior Investment Analyst at GQG, serves as a Portfolio Manager of the Fund. Prior to joining GQG in 2016, Mr. Kersmanc spent six years at Jennison Associates, where he served most recently as an analyst on the Small/Midcap Equity Research team, focusing on a wide array of sectors from real estate equities including building products manufacturers, title insurers, and homebuilders to industrials competing in the aerospace and automotive end markets. Prior to Jennison, Mr. Kersmanc began his career at Brown Brothers Harriman in 2008. Mr. Kersmanc earned his MBA at Rutgers University and his BA in Economics from the University of Connecticut. Sudarshan Murthy, CFA, Senior Investment Analyst at GQG, serves as a Portfolio Manager of the Fund. Prior to joining GQG in 2016, Mr. Murthy was a generalist analyst in Asian equities at Matthews International Capital from 2011 to 2016 and a sell-side research associate at Sanford C. Bernstein from 2010 to 2011. Earlier in his career, he held various operational roles in the IT services industry, including at Infosys from 2001 to 2006. Mr. Murthy earned an MBA from The Wharton School of Business at the University of Pennsylvania, where he graduated as a Palmer Scholar (top 5% of graduating class). He also received a Post Graduate Diploma in Management from the Indian Institute of Management, Calcutta and a Bachelor of Engineering from the National Institute of Technology, Surathkal, in India. Siddharth Jain, Investment Analyst at GQG, serves as a Deputy Portfolio Manager of the Fund. Prior to joining GQG in 2021, Mr. Jain was at Warburg Pincus, where he served most recently as a private equity associate in their industrial and business services group. Mr. Jain began his career as an investment banking analyst with the mergers and acquisition group at PJT Partners in 2018. Mr. Jain earned his BA in Economics from the University of Chicago. |
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| Multi-Manager Fund (Acquiring Fund) | |
| Sub-Advisers, Sub-Sub-Adviser & Portfolio Managers | Portfolio Managers' Business Experience |
|
Kayne Anderson Rudnick Investment Management, LLC 2000 Avenue of the Stars, Ste. 1110 Los Angeles, California 90067 Portfolio Managers Hyung Kim Craig Thrasher Sean Pompa, CFA |
Hyung Kim is a Portfolio Manager and a Senior Research Analyst at KAR. Mr. Kim has primary research responsibilities for the Emerging Markets and International Small Cap strategies at KAR. Before joining KAR in 2017, Mr. Kim worked as an International Equity Analyst for Advisory Research Inc. for seven years and as a Portfolio Manager on their Global Value strategy. Prior to joining Advisory Research, Mr. Kim worked as a research analyst at Coghill Capital Management and in corporate banking at HSBC and Woori Bank in Seoul, Korea. He also worked as an equity research intern at CLSA in Seoul. Mr. Kim earned a B.A. in German with a minor in Economics from Hankuk University of Foreign Studies in Seoul, Korea, and an M.B.A. in accounting and finance from the University of Chicago Booth School of Business. He is fluent in Korean and German. Craig Thrasher, CFA, is a Portfolio Manager and a Senior Research Analyst at KAR. Mr. Thrasher has primary research responsibilities for the International and Emerging Markets Small Cap strategies at KAR. Before joining KAR in 2008, Mr. Thrasher worked at Kirr, Marbach & Company as an Equity Analyst and at Wedbush Morgan Securities in correspondent credit. Mr. Thrasher earned a B.S. in Business and Public Administration, concentration in Finance, from the University of Arizona, and an M.B.A. from the University of Chicago, Graduate School of Business. Mr. Thrasher is a Chartered Financial Analyst charterholder. Sean Pompa, CFA, is a Portfolio Manager and Senior Research Analyst at KAR. He has primary research responsibilities for international and emerging markets small-cap equities. Prior to joining KAR in 2021 as a research analyst, Mr. Pompa was a research analyst with Weitz Investment Management and a vice president, research analyst for First Pacific Advisors. Mr. Pompa earned a B.S.B.A. in finance and a B.A. in political science (minor in history) from West Virginia University. He also earned an MBA from the University of California, Los Angeles, and he completed a one-year program in advanced Mandarin Chinese from Zhejiang University. He is a Chartered Financial Analyst charterholder. |
|
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 T. Rowe Price Hong Kong Limited 6/F Chater House 8 Connaught Place, Central Hong Kong Portfolio Manager Ernest Yeung |
Ernest Yeung, Vice President of T. Rowe Price Group, Inc. and T. Rowe Price Hong Kong Limited, is a portfolio manager for the Emerging Markets Discovery Equity Strategy at T. Rowe Price. He was the co-portfolio manager for the International Small-Cap Equity Strategies from 2009 to 2014. Prior to joining T. Rowe Price in 2003, Mr. Yeung was an analyst with HSBC Asset Management in London. Mr. Yeung earned an M.A., with honours, in economics from Cambridge University. He also has earned the Chartered Financial Analyst designation and the Investment Management Certificate. |
23
| Multi-Manager Fund (Acquiring Fund) | |
| Sub-Advisers, Sub-Sub-Adviser & Portfolio Managers | Portfolio Managers' Business Experience |
|
WCM Investment Management, LLC 281 Brooks Street Laguna Beach, California 92651 Portfolio Managers Sanjay Ayer, CFA Gregory S. Ise, CFA Mike Tian, CFA Michael B. Trigg |
Sanjay Ayer, CFA is a Portfolio Manager. Mr. Ayer joined WCM in 2007. He is a member firm's Investment Strategy Group (ISG) and his primary responsibilities include portfolio management and equity research. Prior to WCM, Mr. Ayer was an Equity Analyst at Morningstar, Inc. in Chicago from 2002 to 2006, where he covered the gaming, cruise and online travel industries. Gregory S. Ise, CFA is a Portfolio Manager and Business Analyst. Mr. Ise joined WCM in 2014. He is a member firm's Investment Strategy Group (ISG) and his primary responsibilities include portfolio management and equity research. Prior to joining WCM, Mr. Ise was a Senior International Research Analyst at Rainier Investment Management ("RIM") from 2012 to 2014, where he helped launch the firm's first international small cap open-end mutual fund. Prior to RIM, he was a Vice President and Analyst at Allianz Global Investors from 2006 to 2011, where he contributed to the global and international small cap open-end mutual funds. Mike Tian, CFA, is a Portfolio Manager and Business Analyst. Mr. Tian joined WCM in 2012. He is a member firm's Investment Strategy Group (ISG) and his primary responsibilities include portfolio management and equity research. Since the start of his investment career in 2006, Mr. Tian's experience includes a position as Senior Equity Analyst and Equity Strategist at Morningstar, Inc. in Chicago. While there, he also managed the Morningstar Opportunistic Investor, a portfolio and newsletter focusing on special situations and growth companies, and additionally played an instrumental role in the development of Morningstar's economic moat trend methodology. Mr. Tian earned his B.S. in Finance from the University of Illinois at Urbana-Champaign and is also a CFA® charterholder. Michael B. Trigg is a Portfolio Manager and co-CEO. Mr. Trigg joined WCM in 2005. Mr. Trigg is a member of the firm's ISG and his primary responsibilities include portfolio management and equity research. Since he began his investment career in 2001, Mr. Trigg's experience includes a position as equity analyst at Morningstar, Inc. in Chicago where, in addition to general equity analysis, he managed their Model Growth Portfolio. |
The allocations for the Acquiring Fund are made by JNAM. The individuals responsible for application of the Acquiring Fund's strategy, executing trades and allocation of capital to the various strategies of the Acquiring Fund are William Harding, Sean Hynes, Mark Pliska , and Kyle Ottwell .
| Multi-Manager Fund (Acquiring Fund) | |
| Adviser & Portfolio Managers | Portfolio Managers' Business Experience |
|
Jackson National Asset Management, LLC 225 West Wacker Drive Chicago, Illinois 60606 Portfolio Managers William Harding, CFA Sean Hynes, CFA, CAIA Mark Pliska, CFA Kyle Ottwell, CFA, CAIA |
William Harding, CFA, is Senior Vice President and Chief Investment Officer for JNAM since July 2014. Mr. Harding was a Vice President, Head of Investment Management from October 2012 to June 2014. Mr. Harding leads the Investment Management function responsible for oversight of sub-advisor performance and risk, due diligence and manager research. Mr. Harding was previously the Head of Manager Research for Morningstar Inc.'s Investment Management division and has over 20 years of investment experience including asset allocation, manager research, portfolio management, and performance evaluation. Mr. Harding graduated from the University of Colorado, Boulder with a Bachelor of Science degree in Business. He holds an MBA from Loyola University Chicago and he is a Chartered Financial Analyst. |
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| Multi-Manager Fund (Acquiring Fund) | |
| Adviser & Portfolio Managers | Portfolio Managers' Business Experience |
|
Sean Hynes, CFA, CAIA, is a Vice President, Investment Management for JNAM. Mr. Hynes provides leadership for the performance analysis and due diligence review of external investment managers. He develops and maintains key relationships with asset managers and provides leadership and direction to Investment Management staff. Prior to joining JNAM in 2013, Mr. Hynes was an Investment Manager for Morningstar Investment Services, a wholly owned subsidiary of Morningstar Inc., and a research associate for Managers Investment Group. Mr. Hynes holds a Bachelor of Science degree in Mathematics from the University of Notre Dame, and an MBA from Carnegie Mellon University. He is a CFA and CAIA charterholder. Kyle Ottwell, CFA, CAIA, is Director, Investment Management for JNAM. Mr. Ottwell is responsible for manager research, portfolio construction, and asset allocation of Funds, joining the Investment Management team in October 2013. Mr. Ottwell originally joined JNAM in June of 2007 as a Fund Accountant, rising to the Supervisor position. Prior to JNAM he worked as a fund accountant for State Street. Mr. Ottwell holds a Bachelor of Science degree in Finance & Banking/Real Estate from the University of MissouriColumbia. He is a CFA and CAIA charterholder. |
|
Additional Information
Classes of Shares
The Trust has adopted a multi-class plan pursuant to Rule 18f-3 under the 1940 Act. Under the multi-class plan, the Funds have two classes of shares, Class A and Class I. As discussed in "Distribution Arrangements" below, the Class A shares of the Funds are subject to a Rule 12b-1 fee equal to 0.30% of the Fund's average daily net assets attributable to Class A shares. Class I shares are not subject to a Rule 12b-1 fee. Under the multi-class structure, the Class A shares and Class I shares of the Funds represent interests in the same portfolio of securities and are substantially the same except for "class expenses."
The expenses of the Funds are borne by each class of shares based on the net assets of the Fund attributable to each Class, except that class expenses are allocated to the appropriate class. "Class expenses" include any distribution, administrative or service expense allocable to that class, pursuant to the 12b-1 Plan described below, and any other expenses that JNAM determines, subject to ratification or approval by the Board, to be properly allocable to that class, including: (i) printing and postage expenses related to preparing and distributing to the shareholders of a particular class (or Contract Owners funded by shares of such class) materials such as Prospectuses, shareholder reports and (ii) professional fees relating solely to one class.
Distribution Arrangements
JNLD (or the "Distributor"), 300 Innovation Dr., Franklin, Tennessee 37067 is the principal underwriter of the Funds of the Trust. JNLD is an indirect, wholly owned subsidiary of Jackson. JNLD is responsible for promoting sales of each Fund's shares. The Distributor also is the principal underwriter of the variable annuity insurance products issued by Jackson National and its subsidiaries. On behalf of the Funds, the Trust has adopted, in accordance with the provisions of Rule 12b-1 under the 1940 Act, an Amended and Restated Distribution Plan ("Plan") with respect to the Class A shares of each Fund. The Board, including all of the Independent Trustees, must approve, at least annually, the continuation of the Plan. Under the Plan, each Fund pays a Rule 12b-1 fee to JNLD, as principal underwriter, at an annual rate of 0.30% of the Fund's average daily net assets attributed to Class A shares, as compensation for distribution, administrative or other service activities incurred by JNLD and its affiliates with respect to Class A shares. Class I shares are not subject to a Rule 12b-1 fee. Because these fees are paid out of a Fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. To the extent consistent with the Plan and applicable law, the Distributor may use the Rule 12b-1 fee to compensate broker-dealers, administrators, financial intermediaries or others for providing or assisting in providing distribution and related additional services.
25
The Distributor and/or an affiliate have the following relationships with one or more of the sub-advisers and/or their respective affiliates:
| ● | The Distributor receives payments from certain of the sub-advisers to assist in defraying the costs of certain promotional and marketing meetings in which those sub-advisers participate. The amounts paid depend on the nature of the meetings, the number of meetings attended, the costs expected to be incurred, and the level of the sub-adviser's participation. |
| ● | The Distributor acts as distributor of variable insurance contracts and variable life insurance policies issued by the Insurance Companies. The compensation consists of commissions, trail commissions, and other compensation or promotional incentives as described in the Prospectus or statement of additional information for the variable insurance contracts and variable life insurance policies. |
Payments to Broker-Dealers and Financial Intermediaries
Only Separate Accounts of the Insurance Companies and series, including fund of funds, of registered investment companies in which either or both of the Insurance Companies invest may purchase shares of the Funds. You may invest indirectly in the Funds through your purchase of a variable annuity or life insurance contract issued by Separate Accounts of the Insurance Companies that invests directly, or through a fund of funds, in these Funds. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable Separate Account through which you invest indirectly. If an investor invests in the Funds under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Funds and their related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and the salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.
Investment in Trust Shares
Shares of the Funds are presently offered only to Separate Accounts of the Insurance Companies to fund the benefits under certain Contracts, to non-qualified retirement plans, other regulated investment companies, other affiliated funds and to Jackson. The Separate Accounts, through their various sub-accounts that invest in designated Funds, purchase the shares of the Funds at their net asset value ("NAV") using premiums received on Contracts issued by the insurance company. Shares of the Funds are not available to the general public for direct purchase.
Purchases are effected at NAV next determined after the purchase order is received by JNAM as the Funds' transfer agent in proper form. There is no sales charge.
The Acquired Fund is managed by a sub-adviser who manages a publicly available mutual fund that has a similar name and investment objective. While the Acquired Fund may be similar to or modeled after publicly available mutual funds, Contract Owners should understand that the Acquired Fund is not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and the Acquired Fund may differ substantially.
The price of each Fund's shares is based on its NAV. The NAV of each Fund's shares is generally determined by JNAM once each day on which the New York Stock Exchange ("NYSE") is open (a "Business Day") at the close of the regular trading session of the NYSE (normally 4:00 p.m. Eastern Time, Monday through Friday). However, consistent with legal requirements, calculation of each Fund's NAV may be suspended on days determined by the Board during times of NYSE market closure, which may include times during which the SEC issues policies or protocols associated with such closure pursuant to Section 22(e) of the 1940 Act. The NAV per share of each Fund is calculated by adding the value of all securities and other assets of a Fund, deducting its liabilities, and dividing by the number of shares outstanding. To the extent circumstances prevent the use of the primary calculation methodology previously described, the Adviser may use alternative methods to calculate the NAV. Generally, the value of exchange-listed or exchange-traded securities is based on their respective market prices, and fixed income securities are valued based on prices provided by an independent pricing service. Current NAV per share of the Fund's classes may be obtained by calling 1-800-644-4565 (Jackson National Customer Care).
Domestic fixed-income and foreign securities are normally priced using data reflecting the closing of the principal markets or market participants for those securities, which may be earlier than the NYSE close. Information that becomes known to the Funds or its agents after the NAV has been calculated on a particular day will not normally be used to retroactively adjust the price of a security or the NAV determined earlier that day.
26
The Board, on behalf of each Fund, has designated to the Adviser the responsibility for carrying out certain functions relating to the valuation of portfolio securities for the purpose of determining the NAV of each Fund. Further, the Board has designated JNAM as the Valuation Designee. As the Valuation Designee, the Adviser has established a valuation committee and adopted procedures and guidelines pursuant to which JNAM determines the "fair value" of a security for which market quotations are not readily available or are determined to be not reflective of market value. Under these procedures, the "fair value" of a security generally will be the amount, determined by JNAM in good faith, that the owner of such security might reasonably expect to receive upon its current sale.
JNAM has established a valuation committee to review fair value determinations pursuant to the Trust's "Valuation Policies and Procedures" and "Valuation Guidelines." The valuation committee will also review the value of restricted securities, securities and assets for which a current market price is not readily available, and securities and assets for which there is reason to believe that the most recent market price is not reflective of the market value (e.g. disorderly market transactions). In the event that the NYSE is closed unexpectedly or opens for trading but closes earlier than scheduled, the valuation committee will evaluate if trading activity on other U.S. exchanges and markets for equity securities is considered reflective of normal market activity. To the extent an NYSE closure is determined to be accompanied by a disruption of normal market activity, the valuation committee may utilize the time the NYSE closed for purposes of measuring and calculating the Funds' NAVs. To the extent an NYSE closure is determined to not have resulted in a disruption of normal market activity, the valuation committee may utilize the time the NYSE was scheduled to close for purposes of measuring and calculating the Funds' NAVs.
The Funds may invest in securities primarily listed on foreign exchanges and that trade on days when the Fund does not price its shares. As a result, a Fund's NAV may change on days when shareholders are not able to purchase or redeem the Fund's shares.
Because the calculation of a Fund's NAV does not take place contemporaneously with the determination of the closing prices of the majority of foreign portfolio securities used in the calculation, there exists a risk that the value of foreign portfolio securities will change after the close of the exchange on which they are traded, but before calculation of the Fund's NAV ("time-zone arbitrage"). Accordingly, the Trust's procedures for valuing of portfolio securities also authorize JNAM to determine the "fair value" of such foreign securities for purposes of calculating a Fund's NAV. When fair valuing foreign equity securities, JNAM adjusts the closing prices of foreign portfolio equity securities based upon pricing models provided by an independent pricing service in order to reflect the "fair value" of such securities for purposes of determining a Fund's NAV. Foreign equity securities traded in North America and South America may be fair valued utilizing international adjustment factors in response to local market holidays, exchange closures, or other events as deemed necessary in order to reflect the "fair value" of such securities for purposes of determining a Fund's NAV. These procedures seek to minimize the opportunities for "time zone arbitrage" in Funds that invest all or substantial portions of their assets in foreign securities, thereby seeking to make those Funds significantly less attractive to "market timers" and other investors who might seek to profit from time zone arbitrage and seeking to reduce the potential for harm to other Fund investors resulting from such practices. However, these procedures may not completely eliminate opportunities for time zone arbitrage because it is not possible to predict in all circumstances whether post-closing events will have a significant impact on securities prices.
JNAM will "fair value" securities held by a Fund if it determines that a "significant event" has occurred. Under the Trust's valuation procedures, a "significant event" affecting a single issuer might include, but is not limited to, an announcement by the issuer, a competitor, a creditor, a major holder of the issuer's securities, a major customer or supplier, or a governmental, regulatory or self-regulatory authority relating to the issuer, the issuer's products or services, or the issuer's securities, and a "significant event" affecting multiple issuers might include, but is not limited to, a substantial price movement in other securities markets, an announcement by a governmental, regulatory or self-regulatory authority relating to securities markets, political or economic matters, or monetary or credit policies, a natural disaster such as an earthquake, flood or storm, or the outbreak of civil strife or military hostilities.
All investments in the Trust are credited to the shareholder's account in the form of full and fractional shares of the designated Fund (rounded to the nearest 1/1000 of a share). The Trust does not issue share certificates.
"Market Timing" Policy
Fund shares may only be purchased by Separate Accounts of the Insurance Companies, the Insurance Companies themselves, non-qualified retirement plans and certain other regulated investment companies.
The interests of a Fund's long-term shareholders may be adversely affected by certain short-term trading activity by other Contract Owners invested in the Separate Accounts. Such short-term trading activity, when excessive, has the potential to, among other things, compromise efficient portfolio management, generate transaction and other costs, and dilute the value of Fund shares held by long-term shareholders. This type of excessive short-term trading activity is referred to herein as "market timing." The Funds are not intended to serve as vehicles for market timing. The Board has adopted policies and procedures with respect to market timing.
27
The Funds, directly and through its service providers, and the insurance company and qualified retirement plan service providers (collectively, "service providers") take various steps designed to deter and curtail market timing with the cooperation of the Insurance Companies. For example, in the event of a round trip transfer, complete or partial redemptions by a shareholder from a sub-account investing in a Fund is permitted; however, once a complete or partial redemption has been made from a sub-account that invests in a Fund, through a sub-account transfer, shareholders will not be permitted to transfer any value back into that sub-account (and the corresponding Fund) within fifteen (15) calendar days of the redemption. The Funds will treat as short-term trading activity any transfer that is requested into a sub-account that was previously redeemed within the previous fifteen (15) calendar days, whether the transfer was requested by the shareholders or a third party authorized by the shareholder.
In addition to identifying any potentially disruptive trading activity, the Funds' Board has adopted a policy of "fair value" pricing to discourage investors from engaging in market timing or other excessive trading strategies for international Funds. The "fair value" pricing policy applies to all Funds where a significant event (as described above) has occurred. The "fair value" pricing policy is described under "Investment in Trust Shares" above.
The policies and procedures described above are intended to deter and curtail market timing in the Funds. However, there can be no assurance that these policies, together with those of the Insurance Companies, and any other insurance company that may invest in the Funds in the future, will be totally effective in this regard. The Funds rely on the Insurance Companies to take the appropriate steps, including daily monitoring of separate account trading activity, to further deter market timing. If they are ineffective, the adverse consequences described above could occur.
A description of Jackson National's anti-market timing policies and procedures can be found in the appropriate variable insurance contract Prospectus (the "Separate Account Prospectus"). The rights of the Separate Accounts to purchase and redeem shares of a Fund are not affected by any Fund's anti-market timing policies if they are not in violation of the Separate Accounts' anti-market timing policies and procedures.
Share Redemption
A Separate Account redeems shares of a Fund to make benefit or withdrawal payments under the terms of its Contracts. Redemptions typically are processed on any day on which the Trust and the NYSE are open for business and are effected at net asset value next determined after the redemption order is received by JNAM, the Fund's transfer agent, in proper form.
The Trust may suspend the right of redemption only under the following circumstances:
| ● | When the NYSE is closed (other than weekends and holidays) or trading is restricted; |
| ● | When an emergency exists, making disposal of portfolio securities or the valuation of net assets not reasonably practicable; or |
| ● | During any period when the SEC has by order permitted a suspension of redemption for the protection of shareholders. |
The Funds typically expect that a Fund will hold cash or cash equivalents to meet redemption requests. The Funds may also use the proceeds of orders to purchase Fund shares or the proceeds from the sale of portfolio securities to meet redemption requests, if consistent with the management of each Fund. These redemption methods will be used regularly and may also be used in stressed market conditions. The Funds have in place a line of credit intended to provide short-term financing, if necessary, subject to certain conditions, in connection with stressed market conditions or atypical redemption activity. The Funds, pursuant to an exemptive order issued by the SEC and a master Interfund Lending agreement, also have the ability to lend or borrow money for temporary purposes directly to or from one another.
In the case of a liquidity event, a Fund's share price and/or returns may be negatively impacted. If a liquidity event occurs, JNAM will notify the Board of the liquidity event and take corrective action. Corrective action may include, among other things, use of the Fund's line of credit or Interfund Lending Program.
Redemptions will generally be in the form of cash, although a Fund reserves the right to redeem in kind from or to another Fund or an unaffiliated fund. If a Fund redeems shares in kind from another Fund or from an unaffiliated fund, it may bear transaction costs and will bear market risks until such time as such securities are converted to cash.
28
Dividends and Other Distributions
The Funds generally distribute most or all of their net investment income and net realized capital gains, if any, no less frequently than annually.
For each Fund, distributions other than in redemption of Fund shares, if any, are automatically reinvested at net asset value in shares of the distributing class of that Fund.
Tax Status
The Acquired Fund has elected and intends to qualify and be eligible for treatment as a "regulated investment company" (also known as a "RIC") under Subchapter M of the Code through the closing date of the Reorganization. The Acquiring Fund has elected and intends to continue to be eligible for treatment as a RIC. As a RIC, each Fund has and intends to continue to distribute all its net investment income and net capital gains to shareholders no less frequently than annually and, therefore, has not been and does not expect to be required to pay any federal income or excise taxes. The interests in the Acquired Fund are generally owned by one or more Separate Accounts that hold such interests pursuant to Contracts and by Jackson National. The interests in the Acquiring Fund are generally owned by one or more Separate Accounts that hold such interests pursuant to Contracts and by various funds of the Trust, which are partnerships for U.S. federal income tax purposes, and by Jackson National.
Each Fund is treated as a corporation separate from the Trust for purposes of the Code. Therefore, the assets, income, and distributions of each Fund are considered separately for purposes of determining whether or not the Fund qualifies for treatment as a RIC.
Because the shareholders of the Funds are Separate Accounts of variable insurance contracts, certain partnerships, the owners of which are Separate Accounts, and Jackson National, there are no tax consequences to those shareholders from buying, holding, exchanging, and selling shares of the Funds, provided certain requirements are met. Distributions from the Funds are not taxable to those shareholders. However, owners of Contracts should consult the applicable Separate Account Prospectus for more detailed information on tax issues related to the Contracts.
The Funds currently comply and intend (and the Acquiring Fund intends to continue, following the Closing Date) to comply with the diversification requirements currently imposed by the Code and U.S. Treasury regulations thereunder, on separate accounts of insurance companies as a condition of maintaining the tax-advantaged status of the Contracts issued by Separate Accounts. The Investment Advisory and Management Agreement and sub-advisory agreement for both Funds, and, for the Acquiring Fund, the sub-sub-advisory agreement, require the Funds to be operated in compliance with these diversification requirements. The Adviser, sub-advisers, and/or sub-sub-adviser may depart from the investment strategy of a Fund only to the extent necessary to meet these diversification requirements.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the financial performance of the Acquired Fund and the Acquiring Fund for the past five years or, if shorter, the period of the Fund's operations. The following tables provide selected per share data for one share of each Fund. The total returns in the financial highlights table represent the rate that an investor would have earned (or lost) on an investment in the Acquired Fund or the Acquiring Fund (assuming reinvestment of all dividends and distributions) held for the entire period. The information does not reflect any charges imposed under a Contract. If charges imposed under a variable contract were reflected, the returns would be lower. You should refer to the appropriate Contract prospectus regarding such charges. Following the Reorganization, the Acquiring Fund will be the accounting and performance survivor.
The annual information below has been derived from financial statements audited by KPMG LLP, an independent registered public accounting firm, and should be read in conjunction with the financial statements and notes thereto, together with the report of KPMG LLP thereon, in the Trust's N-CSR filing. The information for the period ended June 30, 2025 has not been audited. The unaudited interim financial statements as of June 30, 2025 reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim period presented. Each Fund's financial statements are included in the Trust's N-CSR filings, which are available upon request.
29
JNL Series Trust - Acquired Fund and Acquiring Fund
Financial Highlights
For a Share Outstanding
The information for the period ended June 30, 2025 has not been audited.
|
Increase (decrease) from investment operations |
Distributions from | Supplemental data | Ratios | ||||||||||||||||||||||||||||||||||||
| Period ended | Net asset value, beginning of period($) | Net investment income (loss)($) | Net realized & unrealized gains (losses)($) | Total from investment operations($) | Net investment income($) | Net realized gains on investment transactions($) | Net asset value, end of period($) | Total return(%) | Net assets, end of period (in thousands)($) | Portfolio turnover (%) | Net expenses to average net assets(%) | Total expenses to average net assets(%) | Net investment income (loss) to average net assets(%) | ||||||||||||||||||||||||||
| JNL Multi-Manager Emerging Markets Equity Fund (Acquired Fund) | |||||||||||||||||||||||||||||||||||||||
| Class A | |||||||||||||||||||||||||||||||||||||||
| 06/30/25 | 8.74 | 0.09 | 1.18 | 1.27 | - | - | 10.01 | 14.53 | 589,880 | 33 | 1.22 | 1.22 | 1.90 | ||||||||||||||||||||||||||
| 12/31/24 | 8.45 | 0.12 | 0.27 | 0.39 | (0.10 | ) | - | 8.74 | 4.58 | 559,532 | 81 | 1.22 | 1.22 | 1.36 | |||||||||||||||||||||||||
| 12/31/23 | 7.79 | 0.11 | 0.67 | 0.78 | (0.12 | ) | - | 8.45 | 10.11 | 626,215 | 42 | 1.23 | 1.23 | 1.34 | |||||||||||||||||||||||||
| 12/31/22 | 11.28 | 0.11 | (2.83 | ) | (2.72 | ) | (0.08 | ) | (0.69 | ) | 7.79 | (24.13 | ) | 627,647 | 41 | 1.21 | 1.21 | 1.22 | |||||||||||||||||||||
| 12/31/21 | 11.42 | 0.08 | (0.07 | ) | 0.01 | (0.15 | ) | - | 11.28 | 0.08 | 909,805 | 54 | 1.22 | 1.22 | 0.64 | ||||||||||||||||||||||||
| 12/31/20 | 10.61 | 0.08 | 0.86 | 0.94 | (0.13 | ) | - | 11.42 | 8.90 | 993,910 | 103 | 1.23 | 1.23 | 0.82 | |||||||||||||||||||||||||
| Class I | |||||||||||||||||||||||||||||||||||||||
| 06/30/25 | 8.76 | 0.10 | 1.18 | 1.28 | - | - | 10.04 | 14.61 | 644,059 | 33 | 0.92 | 0.92 | 2.24 | ||||||||||||||||||||||||||
| 12/31/24 | 8.47 | 0.15 | 0.27 | 0.42 | (0.13 | ) | - | 8.76 | 4.90 | 561,259 | 81 | 0.92 | 0.92 | 1.66 | |||||||||||||||||||||||||
| 12/31/23 | 7.81 | 0.13 | 0.68 | 0.81 | (0.15 | ) | - | 8.47 | 10.47 | 306,613 | 42 | 0.93 | 0.93 | 1.64 | |||||||||||||||||||||||||
| 12/31/22 | 11.33 | 0.14 | (2.85 | ) | (2.71 | ) | (0.12 | ) | (0.69 | ) | 7.81 | (23.93 | ) | 302,526 | 41 | 0.91 | 0.91 | 1.48 | |||||||||||||||||||||
| 12/31/21 | 11.46 | 0.11 | (0.06 | ) | 0.05 | (0.18 | ) | - | 11.33 | 0.40 | 697,136 | 54 | 0.92 | 0.92 | 0.95 | ||||||||||||||||||||||||
| 12/31/20 | 10.63 | 0.11 | 0.86 | 0.97 | (0.14 | ) | - | 11.46 | 9.21 | 709,999 | 103 | 0.93 | 0.93 | 1.15 | |||||||||||||||||||||||||
| JNL/WCM China Quality Growth Fund (Acquiring Fund) | |||||||||||||||||||||||||||||||||||||||
| Class A | |||||||||||||||||||||||||||||||||||||||
| 06/30/25 | 8.47 | 0.04 | 1.26 | 1.30 | - | - | 9.77 | 15.35 | 9,436 | 70 | 1.31 | 1.31 | 0.92 | ||||||||||||||||||||||||||
| 12/31/24 | 8.54 | 0.12 | (0.19 | ) | (0.07 | ) | - | - | 8.47 | (0.82 | ) | 5,629 | 94 | 1.35 | 1.35 | 1.52 | |||||||||||||||||||||||
| 12/31/23 | 10.41 | 0.05 | (1.92 | ) | (1.87 | ) | - | - | 8.54 | (17.96 | ) | 5,242 | 90 | 1.35 | 1.35 | 0.56 | |||||||||||||||||||||||
| 12/31/22 (a) | 10.00 | 0.02 | 0.39 | 0.41 | - | - | 10.41 | 4.10 | 5,735 | 28 | 1.32 | 1.32 | 0.32 | ||||||||||||||||||||||||||
| Class I | |||||||||||||||||||||||||||||||||||||||
| 06/30/25 | 8.53 | 0.04 | 1.29 | 1.33 | - | - | 9.86 | 15.59 | 1 | 70 | 1.04 | 1.04 | 0.94 | ||||||||||||||||||||||||||
| 12/31/24 | 8.58 | 0.14 | (0.19 | ) | (0.05 | ) | - | - | 8.53 | (0.58 | ) | 1 | 94 | 0.95 | 0.95 | 1.78 | |||||||||||||||||||||||
| 12/31/23 | 10.42 | 0.09 | (1.93 | ) | (1.84 | ) | - | - | 8.58 | (17.66 | ) | 1 | 90 | 1.04 | 1.04 | 0.92 | |||||||||||||||||||||||
| 12/31/22 (a) | 10.00 | 0.04 | 0.38 | 0.42 | - | - | 10.42 | 4.20 | 1 | 28 | 1.05 | 1.05 | 0.53 | ||||||||||||||||||||||||||
| (a) | The Fund commenced operations on April 25, 2022. |
30
VOTING INFORMATION
The following information applies to the Reorganization of the Acquired Fund into the Acquiring Fund for which you are entitled to vote.
The Meeting
The Meeting will be held at 12:30 p.m., Eastern Time, on March 25, 2026, at 1 Corporate Way, Lansing, Michigan 48951, together with any adjournment thereof. The Meeting is being held to consider and vote on the Plan of Reorganization, which provides for the reorganization of the WCM Fund into the Multi-Manager Fund, and any other business that may properly come before the Meeting. Only shareholders of the Acquired Fund are entitled to vote on this matter.
A copy of the Plan of Reorganization is attached hereto as Appendix A of this Proxy Statement/Prospectus.
The Board fixed the close of business on January 31, 2026, as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof.
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 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
The vote of the "majority of the outstanding voting shares" of a Fund is required to approve the Proposal. The vote of the "majority of the outstanding voting shares" means 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 the Proposal depends upon whether a sufficient number of votes are cast for the Proposal. Accordingly, an instruction to abstain from voting on any proposal has the same practical effect as an instruction to vote against the Proposal.
Contract Owner Voting Instructions
The Trust is organized as a Massachusetts business trust. Shares of the Trust currently are sold only to Separate Accounts of the Insurance Companies to fund the benefits of variable insurance contracts, to certain non-qualified employee benefit plans of Jackson National, or directly to the Insurance Companies. In addition, shares of the Trust are sold to certain funds of the 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 the Contracts, a portion of the value of each Contract is invested by the Insurance Companies, as provided in the Contract, in shares of one or more funds.
31
Contract Owners have the right under the interpretations of the 1940 Act to instruct the relevant Insurance Company how to vote the shares attributable to their Contract. Contract Owners at the close of business on 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 Acquired Fund. Shares for which the 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 the Proposal. Shares for which the 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 RICs 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 Contract as of the Record Date. The Insurance Companies have fixed the close of business on March 24, 2026 as the last day on which voting instructions will be accepted, other than those provided in person at the Meeting.
Proxy and Voting Instruction Solicitations
The Board is soliciting proxies from shareholders of the Acquired Fund. The Insurance Companies are the shareholders of record and are soliciting voting instructions from their Contract Owners as to how to vote at the Meeting. 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 Broadridge Investor Communication Solutions, Inc. ("Broadridge"), 51 Mercedes Way, Edgewood, New York 11717. Under the agreement between JNAM and Broadridge, Broadridge will provide proxy distribution, solicitation, and tabulation services (the "Services"). The anticipated cost of the Services to be provided by Broadridge in connection with this proxy solicitation is approximately $2,641 and will be borne by JNAM whether or not the Reorganization is consummated.
The costs of printing and mailing of the Notice, this Proxy Statement/Prospectus, and the accompanying voting instruction card, and the solicitation of Contract Owner voting instructions, will be paid by JNAM whether or not the Reorganization is consummated. The Trust does not expect to bear any significant expenses in connection with the Meeting or the solicitation of proxies and voting instructions.
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 the 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 Acquired Fund in accordance with all properly executed and un-revoked voting instructions.
Outstanding Shares and Principal Shareholders
The Insurance Companies will vote on the Reorganization as instructed by their Contract Owners. As of January 31, 2026, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of the Acquired Fund.
32
Because the shares of the Funds 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 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, in some cases representing the initial capital contributed at the inception of a Fund, and in other cases representing investments made for other corporate purposes. The table below shows the number of outstanding shares of the Acquired Fund as of the Record Date that are entitled to vote at the Meeting.
| Fund |
Total Number of Outstanding Shares |
| WCM Fund (Class A) | 1,054,473.953 |
| WCM Fund (Class I) | 100.000 |
As of the Record Date, January 31, 2026, the following person(s) owned 5% or more of the shares of the Acquired Fund either beneficially or of record:
| WCM Fund - Class A Shares | ||
| Contract Owner's Name/Address | Percent Ownership of Shares of the Fund | Percent Ownership of Shares of the Combined Fund (assuming the Reorganization occurs) |
|
John V Doyle 801 Atlantic Drive Lantana, Florida 33462 |
6.43% | 0.12% |
* * * * *
33
APPENDIX A
PLAN OF REORGANIZATION
JNL SERIES TRUST
JNL/WCM China Quality Growth Fund
JNL Multi-Manager Emerging Markets Equity Fund
This Plan of Reorganization has been entered into on April 24, 2026, by JNL SERIES TRUST (the "Trust"), a Massachusetts business trust, on behalf of its JNL/WCM China Quality Growth Fund (the "Acquired Fund") and its JNL MULTI-MANAGER EMERGING MARKETS EQUITY FUND (the "Acquiring Fund").
WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission in accord with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company, and has established several separate series of shares ("funds"), with each fund having its own assets and investment policies;
WHEREAS, the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, has determined that participation in the transaction described herein is in the best interests of the Acquired Fund and the Acquiring Fund, and that the interests of the existing shareholders of the Acquired Fund and the Acquiring Fund will not be diluted as a result of the transaction described herein;
WHEREAS, Article II, Section 2.1 of the Trust's Amended and Restated Declaration of Trust, dated September 25, 2017 (the "Declaration of Trust"), authorizes the Board of Trustees to conduct the business of the Trust and carry on its operations; and
WHEREAS, the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, has approved the reorganization of the Acquired Fund with and into the Acquiring Fund (the "Reorganization"), subject to the approval of the shareholders of the Acquired Fund.
NOW, THEREFORE, all the assets, liabilities, and interests of the Acquired Fund shall be transferred on the Closing Date to the Acquiring Fund, as described below; provided, however, that such transaction shall not occur unless and until this Plan of Reorganization shall have first been approved by a majority of the outstanding voting securities of the Acquired Fund as provided in Section 2(a)(42) of the 1940 Act; and provided further that the Board of Trustees may terminate this Plan of Reorganization at or prior to the Closing Date:
| 1. | The Closing Date shall be April 24, 2026, or if the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund or the Acquiring Fund (each, an "Exchange") is closed to trading or trading thereon is restricted, or trading or the reporting of trading on an Exchange or elsewhere is disrupted so that, in the judgment of the Board of Trustees, accurate appraisal of the value of either the Acquired Fund's or the Acquiring Fund's net assets and/or the net asset value per share of Acquiring Fund shares is impracticable, the Closing Date shall be postponed until the first business day after the day when such trading has been fully resumed and such reporting has been restored; |
| 2. | The obligations of the Acquired Fund and the Acquiring Fund to complete the transaction described herein shall be subject to receipt by the Acquired Fund and the Acquiring Fund of an opinion of Ropes & Gray LLP dated on the Closing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, for U.S. federal income tax purposes, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, current administrative rules, and court decisions, and assuming, among other assumptions, that the variable annuity contracts or variable life insurance policies funded by insurance company separate accounts that hold shares of the Funds (for purposes of this paragraph, each a "contract" and collectively, the "contracts") and the insurance companies issuing the contracts are properly structured under Subchapter L of the Code, the Reorganization will not be a taxable event for contract owners (the "Tax Opinion"). The Tax Opinion will be based on certain factual certifications made by officers of the Trust, on behalf of each Fund and will also be based on reasonable assumptions. The Tax Opinion may state that it is not a guarantee that the tax consequences of the Reorganization will be as described above, and that there is no assurance that the Internal Revenue Service or a court would agree with the opinion. |
A-1
| 3. | On or before the Closing Date, and before effecting the Reorganization described herein, the Trust shall have received a satisfactory written opinion of legal counsel as to such transaction that the securities to be issued in connection with such transaction have been duly authorized and, when issued in accordance with this Plan of Reorganization, will have been validly issued and fully paid and will be non-assessable by the Trust on behalf of the Acquiring Fund. |
| 4. | In exchange for all of its shares of the Acquired Fund, each shareholder of such Acquired Fund shall receive a number of shares, including fractional shares, of the corresponding share class of the Acquiring Fund equal in dollar value to the number of whole and fractional shares that such shareholder owns in such Acquired Fund. Each shareholder of such Acquired Fund shall thereupon become a shareholder of the Acquiring Fund. |
| 5. | For purposes of this transaction, the value of the shares of the Acquiring Fund and the Acquired Fund shall be determined as of 4:00 p.m., Eastern Time, on the Closing Date. Those valuations shall be made in the usual manner as provided in the relevant prospectus of the Trust. |
| 6. | Upon completion of the foregoing transaction (and, notwithstanding anything to the contrary herein, within 24 months of the date hereof), the Acquired Fund shall be terminated and no further shares shall be issued by it. The classes of the Trust's shares representing such Acquired Fund shall thereupon be closed and the shares previously authorized for those classes shall be reclassified by the Board of Trustees. The Trust's Board of Trustees and management of the Trust shall take whatever actions may be necessary under Massachusetts law and the 1940 Act to effect the termination of the Acquired Fund. |
| 7. | The costs and expenses associated with the Reorganization relating to the solicitation of proxies, including preparing, filing, printing, and mailing of the proxy statement and related disclosure documents, and the costs and expenses relating to obtaining a consent of an independent registered public accounting firm, will be borne by Jackson National Asset Management, LLC ("JNAM") whether or not the Reorganization is consummated. No sales or other charges will be imposed on contract owners in connection with the Reorganization. The costs and expenses associated with the Reorganization relating to the legal fees, including the legal fees incurred in connection with the analysis under the Code of the tax treatment of this transaction, as well as the costs associated with the preparation of the Tax Opinion, will be borne by the Acquiring Fund whether or not the Reorganization is consummated. |
A copy of the Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. Notice is hereby given that this instrument is executed on behalf of the Trustees as Trustees, and is not binding on any of the Trustees, officers, or shareholders of the Trust individually, but only binding on the assets and properties of the Acquired Fund or the Acquiring Fund, respectively.
IN WITNESS WHEREOF, the Trust, on behalf of the Acquired Fund and Acquiring Fund, has caused this Plan of Reorganization to be executed and attested in the City of Chicago, State of Illinois, on the date first written above.
|
JNL SERIES TRUST |
||
| By: | ||
| Mark D. Nerud, Trustee, President, and Chief Executive Officer | ||
| Attest: | ||
| Susan S. Rhee, Vice President, Chief Legal Officer, and Secretary | ||
Acknowledged and agreed to with respect to Paragraph 7 above:
| Jackson National Asset Management, LLC | |
| By: | |
| Name: | Mark D. Nerud |
| Title: | President and Chief Executive Officer |
A-2
APPENDIX B
More Information on Strategies and Risk Factors
Acquired Fund
JNL/WCM China Quality Growth Fund
Class A
Class I
Investment Objective. The investment objective of the Fund is long-term capital appreciation.
Principal Investment Strategies. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in equity securities of Chinese companies. WCM Investment Management, LLC ("WCM"), the Fund's sub-adviser (the "Sub-Adviser"), considers a company to be a Chinese company if it has been organized under the laws of, has its principal offices in, or has its securities principally traded in, China, or if the company derives at least 50% of its revenues, net profits or incremental revenue growth (typically over the past five years) from, or has at least 50% of assets or production capacities in, China. For purposes of the Fund's investments, China also includes its special administrative regions and other districts, such as Hong Kong and Taiwan.
The Fund may invest in A Shares of companies based in China that trade on the Shanghai Stock Exchange and the Shenzhen Stock Exchange through the Shanghai - Hong Kong and Shenzhen - Hong Kong Stock Connect programs ("Stock Connect"). Stock Connect is a mutual stock market access program designed to, among other things, enable foreign investments in China.
The Fund's investments in equity securities may include common stock, including A-Shares, H-Shares, and depository receipts. The Fund's investments in depository receipts may include American, European, Canadian, and Global Depository Receipts ("ADRs", "EDRs", "CDRs", and "GDRs", respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. The Fund may also use participation certificates issued by foreign banks or brokers evidencing ownership of underlying stock issued by a foreign company. Participation certificates are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange.
The Sub-Adviser uses a bottom-up approach that seeks to identify companies believed to be quality companies and have above-average potential for growth in assets and the rate of return on invested capital. The Sub-Adviser considers quality growth companies to: (i) have a history of predictable and consistent earnings growth, (ii) have regular, growing dividend payments, (iii) be industry leaders with sustainable competitive advantages, (iv) have corporate cultures emphasizing strong, quality and experienced management, (v) have little or no debt, (vi) have attractive relative valuations, and (vii) have potential for asset base growth. In selecting securities, the Sub-Adviser also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk. The Sub-Adviser will generally hold the equity securities of approximately 15 to 40 issuers, and the Fund may invest in securities of any market capitalization. The Fund generally invests in companies in any sector, however, from time to time the Fund may invest a significant portion of its assets in the securities of companies in one or more sectors.
The Sub-Adviser may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer's fundamentals deteriorate or the issuer's competitive advantage is no longer growing, (2) the Sub-Adviser's analysis determines the issuer's leadership abandoned its core values or the issuer's culture is challenged, (3) the Sub-Adviser identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet redemption requests.
Further, when the Sub-Adviser believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund's investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers' acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not be seeking its investment objective.
The Fund is a "non-diversified" fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), and may invest more of its assets in fewer issuers than "diversified" mutual funds.
B-1
Alongside other factors, the Sub-Adviser may consider environmental, social and governance ("ESG") factors that, depending on the facts and circumstances, are material to the value of an issuer or instrument. Consideration of ESG factors and risks is only one component of the Sub-Adviser's assessment of eligible investments and may not be a determinative factor in the Sub-Adviser's final decision on whether to invest in a security. In addition, the weight given to ESG factors may vary across types of investments, industries, regions and issuers, and ESG factors and weights considered may change over time. The Sub-Adviser may not assess every investment for ESG factors, and, when it does, not every ESG factor may be identified or evaluated.
Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund's shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund's investment in any particular type of security, or assurance of the Fund's success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Adviser's investment techniques otherwise failing to achieve the Fund's investment objective. The principal risks of investing in the Fund include:
| ● | Market risk |
| ● | Equity securities risk |
| ● | Foreign securities risk |
| ● | China risk |
| ● | Hong Kong investment risk |
| ● | Taiwan investment risk |
| ● | Emerging markets and less developed countries risk |
| ● | Investing in China A Shares risk |
| ● | Investing through Stock Connect risk |
| ● | Investing in H-Shares risk |
| ● | Depositary receipts risk |
| ● | Investment style risk |
| ● | Currency risk |
| ● | Investment strategy risk |
| ● | Managed portfolio risk |
| ● | Liquidity risk |
| ● | Participation note risk |
| ● | Large-capitalization investing risk |
| ● | Sector risk |
| ● | Non-diversification risk |
Please see the "Glossary of Risks" section at the end of Appendix B for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Fund's Statement of Additional Information.
Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). Risks of Investments in China A-shares through the Connect Program. The Connect Program is subject to daily quota limitations and an investor cannot purchase and sell the same security on the same trading day, which may restrict a Fund's ability to invest in China A-shares through the Connect Program and to enter into or exit trades on a timely basis. The relevant China A-shares market may be open at a time when the Connect Program is not trading, with the result that prices of China A-shares may fluctuate at times when the Fund is unable to add to or exit its position.
Only certain China A-shares are eligible to be accessed through the Connect Program. Such securities may lose their eligibility at any time, in which case they could be sold but could no longer be purchased through the Connect Program. Because the Connect Program is new, the actual effect on the market for trading China A-shares with the introduction of large numbers of foreign investors is currently unknown. The Connect Program is subject to regulations promulgated by regulatory authorities for the relevant stock exchanges in mainland China and The Stock Exchange of Hong Kong Limited or other regulatory authorities of other stock exchanges in the future as permitted, and further regulations or restrictions, such as limitations on redemptions or suspension of trading, may adversely impact the Connect Program, if the authorities believe it necessary to assure orderly markets or for other reasons. There is no guarantee that the relevant exchanges will continue to support the Connect Program in the future.
B-2
Investments in China A-shares may not be covered by the securities investor protection programs of the relevant exchanges and, without the protection of such programs, will be subject to the risk of default by the broker. In the event that the depository of the relevant China stock exchange ("ChinaClear") defaulted, a Fund may not be able to recover fully its losses from ChinaClear or may be delayed in receiving proceeds as part of any recovery process. In addition, because all trades on the Connect Program in respect of eligible China A-shares must be settled in Renminbi (RMB), the Chinese currency, the Funds investing through the Connect Program must have timely access to a reliable supply of offshore RMB, which cannot be guaranteed.
China A-shares purchased through the Connect Program are held in nominee name and not the Fund's name as the beneficial owner. It is possible, therefore, that a Fund's ability to exercise its rights as a shareholder and to pursue claims against the issuer of China A-shares may be limited because the nominee structure has not been tested in Chinese courts. In addition, a Fund may not be able to participate in corporate actions affecting China A-shares held through the Connect Program due to time constraints or for other operational reasons.
Trades on the Connect Program are subject to certain requirements prior to trading. If these requirements are not completed prior to the market opening, a Fund cannot sell the shares on that trading day. In addition, these requirements may limit the number of brokers that a Fund may use to execute trades. If an investor holds 5% or more of the total shares issued by a China A share issuer, the investor must return any profits obtained from the purchase and sale of those shares if both transactions occur within a six-month period. If a Fund holds 5% or more of the total shares of a China-A share issuer through its Connect Program investments, its profits may be subject to these limitations. All accounts managed by the Adviser and/or its affiliates will be aggregated for purposes of this 5% limitation, which makes it more likely that a Fund's profits may be subject to these limitations.
To effectively manage cash inflows and outflows, the Fund may maintain a cash position primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments.
There may be additional risks that may affect the Fund's ability to achieve its stated investment objective. Those additional risks are:
| ● | Concentration risk |
| ● | Cybersecurity risk |
| ● | Issuer risk |
| ● | Mid-capitalization and small-capitalization investing risk |
| ● | Portfolio turnover risk |
| ● | Securities lending risk |
| ● | Temporary defensive positions and large cash positions risk |
Please see the "Glossary of Risks" section at the end of Appendix B for a description of these risks.
In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.
The Fund's Statement of Additional Information has more information about the Fund's authorized investments and
strategies, as well as the risks and restrictions that may apply to it.
Acquiring Fund
JNL Multi-Manager Emerging Markets Equity Fund
Class A
Class I
Investment Objective. The investment objective of the Fund is long-term capital appreciation.
B-3
Principal Investment Strategies. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets (net assets plus the amount of any borrowings made for investment purposes) in the equity securities of emerging markets companies.
The Fund considers a company to be in an emerging country or market if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the emerging country or market, or if the company derives at least 50% of its revenues, net profits or incremental revenue growth (typically over the past five years) from, or has at least 50% of assets or production capacities in, the emerging country or market.
Emerging market countries include, but are not limited to, all countries represented by the Morningstar® Emerging Markets Index℠ (the "Index"). The Index includes, but is not limited to, the following countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Peru, Philippines, Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey, and United Arab Emirates. Other countries that are not represented by the Index may also be considered emerging if they are not defined as developed by Morningstar. Emerging markets may also be countries with low to middle income economies as classified by the World Bank.
The Fund generally invests in securities of companies located in different regions and in at least three different countries. The Fund may concentrate, or invest a significant portion of its assets, in the securities of companies in one or a few countries or regions.
The Fund may also invest in A Shares of companies based in the People's Republic of China ("China") that trade on the Shanghai Stock Exchange and the Shenzhen Stock Exchange through the Shanghai - Hong Kong and Shenzhen - Hong Kong Stock Connect programs ("Stock Connect"). Stock Connect is a mutual stock market access program designed to, among other things, enable foreign investments in China.
The Fund may invest in P-Notes.
The Fund has flexibility in the relative weighting of each asset class and expects to vary the percentages of assets invested in each asset class from time to time. JNAM's allocations to the underlying Sub-Advisers will be a function of a variety of factors including each underlying strategy's expected returns, volatility, correlation, and contribution to the Fund's overall risk profile.
Four unaffiliated investment managers ("Sub-Advisers") generally provide day to day management for a portion of the Fund's assets (each portion is sometimes referred to as a "sleeve"). Each Sub-Adviser may use different investment strategies in managing Fund assets, acts independently from the others, and uses its own methodology for selecting investments. Jackson National Asset Management, LLC ("JNAM" or "Adviser") is responsible for identifying and retaining the Sub-Advisers for the selected strategies and for monitoring the services provided by the Sub-Advisers. JNAM provides qualitative and quantitative supervision as part of its process for selecting and monitoring the Sub-Advisers. JNAM is also responsible for selecting the Fund's investment strategies and for determining the amount of Fund assets to allocate to each Sub-Adviser. Based on JNAM's ongoing evaluation of the Sub-Advisers, JNAM may adjust allocations among Sub-Advisers.
JNAM also may choose to allocate the Fund's assets to additional Sub-Advisers in the future. There is no assurance that any or all of the strategies discussed in this prospectus will be used by JNAM or the Sub-Advisers.
JNAM may also manage Fund assets directly to seek to enhance returns, or to hedge and to manage the Fund's cash and short-term instruments.
Alongside other factors, the Sub-Advisers may consider environmental, social and governance ("ESG") factors that, depending on the facts and circumstances, are material to the value of an issuer or instrument. Consideration of ESG factors and risks is only one component of the Sub-Advisers' assessment of eligible investments and may not be a determinative factor in the Advisers' final decision on whether to invest in a security. In addition, the weight given to ESG factors may vary across types of investments, industries, regions and issuers, and ESG factors and weights considered may change over time. Certain Sub-Advisers may not assess every investment for ESG factors, and, when the Sub-Advisers do, not every ESG factor may be identified or evaluated.
Below are the principal investment strategies for each Sub-Adviser's strategy, but the Sub-Advisers may also implement other investment strategies in keeping with their respective strategy's objective.
B-4
T. Rowe Price Strategy
T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited (collectively, "T. Rowe Price") constructs the T. Rowe Price Strategy by investing in stocks issued by companies in emerging markets. T. Rowe Price may invest in companies of any size but generally seeks stocks of mid or larger companies that T. Rowe Price believes are undervalued.
While T. Rowe Price invests with an awareness of the global economic backdrop and its outlook for certain industries, sectors, and individual countries, T. Rowe Price's decision-making process focuses on bottom-up stock selection. Country allocation is driven largely by stock selection, though T. Rowe Price may limit investments in markets or industries that appear to have poor overall prospects.
Stock selection is driven mainly by fundamental research that seeks to identify companies that are undervalued but have the potential for improving earnings over time. The T. Rowe Price Strategy's value approach to investing relies on a global research team that searches for companies that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation or dividend growth.
In selecting investments, T. Rowe Price generally favors companies with one or more of the following characteristics:
| ● | low valuation on various earnings, book value, sales, and cash flow metrics, in absolute terms and/or relative to the company's peers or its own historical norm; |
| ● | low valuation relative to a company's fundamentals; |
| ● | companies that may benefit from restructuring activity or other turnaround opportunities; |
| ● | a sound balance sheet and other positive financial characteristics; |
| ● | strong or improving position in an overlooked industry or country; and |
| ● | above-average dividend yield and/or the potential to grow dividends. |
WCM Strategy
WCM Investment Management, LLC ("WCM") constructs the WCM Strategy by investing in equity securities of non-U.S. domiciled companies or depositary receipts of non-U.S. domiciled companies located in emerging market countries.
WCM's investments in equity securities may include common stocks, common stock that is offered in initial public offerings ("IPOs"), and depositary receipts. The WCM Strategy's investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts ("ADRs", "EDRs", "CDRs", and "GDRs", respectively). ADRs are receipts that represent interests in foreign securities held on deposit by U.S. banks. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international trading markets.
WCM uses a bottom-up approach that seeks to identify companies with attractive fundamentals, such as long-term growth in revenue and earnings, and that show a strong probability for superior future growth. WCM's investment process focuses on seeking companies that are industry leaders with strengthening competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. WCM also considers other factors including political risk, monetary policy risk, and regulatory risk in selecting securities. Although the WCM Strategy may invest in any size companies, it generally invests in large capitalization established multinational companies. WCM generally invests in securities of companies located in different regions and in at least three different countries. However, from time to time, the WCM Strategy may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The WCM Strategy may make significant investments in certain sectors or group of sectors within a particular industry or industries from time to time.
Kayne Anderson Rudnick Strategy
Kayne Anderson Rudnick Investment Management, LLC ("KAR") constructs the KAR Strategy by investing in equity or equity-linked securities of companies located in emerging markets countries. KAR invests in a select group of companies believed by KAR to be undervalued relative to their future market growth potential. The investment strategy emphasizes companies that KAR believes to have a sustainable competitive advantage, strong management, and low financial risk and to be able to grow over market cycles.
B-5
KAR intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining "location" of an issuer, KAR primarily relies on the country where the issuer is incorporated. Equity securities in which KAR invests include common stocks, preferred stocks and ADRs/GDRs. KAR does not use allocation models to restrict investments to certain regions, countries, or industries.
KAR uses a strategy emphasizing highly profitable, consistently growing companies with low debt and rising cash flows. If a company meets these criteria, KAR researches and analyzes that company's strength of management, its relative competitive position in the industry and its financial structure.
GQG Strategy
GQG Partners LLC ("GQG") constructs the GQG Strategy by investing in equity securities of emerging market companies. The equity securities in which the GQG Strategy invests are primarily publicly traded common stocks. Equity securities may also include depositary receipts (including ADRs, EDRs and GDRs), which are certificates typically issued by a bank or trust company that represent ownership interests in securities of non-U.S. companies, and P-Notes, which are derivative instruments designed to replicate equity exposure in certain foreign markets where direct investment is either impossible or difficult due to local investment restrictions. The GQG Strategy may invest in IPOs and securities of companies with any market capitalization. Certain instruments in which the GQG Strategy invests may be illiquid or thinly-traded securities. The GQG Strategy may invest in exchange traded funds ("ETFs"), including commodity ETFs that provide exposure to or invest in gold.
GQG pursues a "growth style" of investing through which it seeks to capture market upside while limiting downside risk through full market cycles by combining a rigorous screening process with fundamental analyses to seek to identify and invest in companies that GQG believes have favorable long-term economic prospects. Specifically, GQG seeks to buy companies that it believes are reasonably priced, have strong fundamental business characteristics, sustainable relative earnings growth and the ability to outperform peers over a full market cycle, and can sustain the value of their securities in a market downturn. GQG may also purchase companies that do not fall into the traditional "growth" style box. GQG may sell a company if it believes that the company's long-term competitive advantage or relative earnings growth prospects have deteriorated, or GQG has otherwise lost conviction in the company. GQG may also sell a company if the company has met its price target or is involved in a business combination, if GQG identifies a more attractive investment opportunity, or GQG wishes to reduce the GQG Strategy's exposure to the company or a particular country or geographic region.
Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund's shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund's investment in any particular type of security, or assurance of the Fund's success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Sub-Advisers' investment techniques otherwise failing to achieve the Fund's investment objective. The principal risks of investing in the Fund include:
| ● | Emerging markets and less developed countries risk |
| ● | Equity securities risk |
| ● | Company risk |
| ● | Foreign securities risk |
| ● | Managed portfolio risk |
| ● | Accounting risk |
| ● | Banking industry investment risk |
| ● | Concentration risk |
| ● | Government regulatory risk |
| ● | Depositary receipts risk |
| ● | Stock risk |
| ● | Investments in IPOs risk |
| ● | Exchange-traded funds investing risk |
| ● | Commodity ETF risk |
| ● | Participation note risk |
| ● | China risk |
B-6
| ● | Russia investment risk |
| ● | Currency risk |
| ● | Investing in China A Shares risk |
| ● | Investing through Stock Connect risk |
Please see the "Glossary of Risks" section at the end of Appendix B for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the Fund's Statement of Additional Information.
Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). To effectively manage cash inflows and outflows, the Fund may maintain a cash position primarily consisting of shares of money market mutual funds including the affiliated JNL Government Money Market Fund and investments in other investment companies (such as exchange traded funds) to the extent permitted under the 1940 Act. The Fund may also invest in money market instruments. There may be additional risks that may affect the Fund's ability to achieve its stated investment objective. These additional risks are:
| ● | Issuer risk |
| ● | Small-capitalization investing risk |
| ● | Mid-capitalization and small-capitalization investing risk |
| ● | Large-capitalization investing risk |
| ● | China and India country specific risk |
| ● | Asia ex-Japan concentration risk |
| ● | Asian investment risk |
| ● | European investment risk |
| ● | Frontier market countries risk |
| ● | Consumer discretionary risk |
| ● | Information technology sector risk |
| ● | Financial services risk |
| ● | Micro-capitalization investing risk |
| ● | Custody risk |
| ● | Cybersecurity risk |
| ● | Derivatives risk |
| ● | Investment strategy risk |
| ● | Investment style risk |
| ● | Market risk |
| ● | Redemption risk |
| ● | Liquidity risk |
| ● | Regulatory investment limits risk |
| ● | Sector risk |
| ● | Securities lending risk |
| ● | Settlement risk |
| ● | Temporary defensive positions and large cash positions risk |
| ● | Portfolio turnover risk |
Please see the "Glossary of Risks" section at the end of Appendix B for a description of these risks.
In addition, the performance of the Fund depends on the Sub-Advisers' abilities to effectively implement the investment strategies of the Fund.
The Fund's Statement of Additional Information has more information about the Fund's authorized investments and strategies, as well as the risks and restrictions that may apply to it.
B-7
Glossary of Risks
Accounting risk - The Fund makes investment decisions, in part, on information drawn from the financial statements of issuers. Financial statements may not be accurate, may reflect differing approaches with respect to auditing and reporting standards and may affect the ability of the Fund's investment manager to identify appropriate investment opportunities.
Asia ex-Japan concentration risk - If a Fund concentrates its investments within Asia ex-Japan countries, the Fund's performance is expected to be closely tied to social, political and economic conditions within Asian countries, excluding Japan, and to be more volatile than the performance of more geographically diversified funds. Many Asian economies are generally characterized by over-extension of credit, frequent currency fluctuations, devaluations and restrictions, rising unemployment, rapid fluctuations in inflation, reliance on exports, geopolitical and territorial issues, currency fluctuations, less developed legal systems and less efficient markets. Adverse developments in one country can affect the entire region. Numerous elements of the auditing and reporting standards may not provide the same shareholder protection or information as those in developed countries.
Asian investment risk - Investing in Asia involves many of the same risks as investing in foreign securities. In addition, since Asia includes both developed and emerging markets, investments by the Fund will be subject to the risks associated with investments in such markets. Performance is expected to be closely tied to social, political, and economic conditions within Asia and to be more volatile than the performance of more geographically diversified funds.
Banking industry investment risk - Investment in securities issued by banks may be affected by factors influencing the health and performance of the banking industry. These factors may include, among others, economic trends, industry competition and governmental actions, as well as factors affecting the financial stability of borrowers. Bank securities typically are not insured by the U.S. Government, foreign governments, or their agencies. Bank securities that do not represent deposits have lower priority in the bank's capital structure than those securities comprised of deposits. This lower priority means that, in the event of insolvency of the bank that issued the security, the security could become worth less than the Fund paid for it.
China risk - The value of a Fund's investments in Chinese securities will be impacted by the economic, political, diplomatic, and social conditions within China. China is generally considered an emerging market country and investments in Chinese securities carry the risks associated with emerging markets, as well as risks particular to the region. China may be subject to considerable degrees of economic, political and social instability. The economies, industries, and securities and currency markets of China may be adversely affected by slow economic activity worldwide, protectionist trade policies, dependence on exports and international trade, currency devaluations and other currency exchange rate fluctuations, restrictions on monetary repatriation, increasing competition from Asia's low-cost emerging economies, environmental events and natural disasters that may occur in China, and military conflicts either in response to social unrest or with other countries. In addition, the tax laws and regulations in mainland China are subject to change, possibly with retroactive effect. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability. The Chinese securities markets are subject to more frequent trading halts and low trading volume, resulting in substantially less liquidity and greater price volatility. Investments in Chinese issuers may be subject to the risk of expropriation and nationalization. The Chinese government may also impose capital controls, which could adversely affect a Fund, its ability to repatriate its investments and the value of the Fund's investments. In addition, the Chinese government may intervene in currency markets, which could cause its currency, and therefore the value of the Fund's investments in China, to depreciate. The Chinese economy is heavily reliant upon trade and export growth. Reduction in spending on Chinese products and services; further increases in trade restrictions, such as those resulting from the US-China trade dispute, or even the threat thereof; or a downturn in any of the economies of China's key trading partners may negatively affect the Chinese economy and its issuers.
On June 3, 2021, an Executive Order (the "Order") was issued prohibiting certain investment activity by U.S. persons, in relation to certain companies determined by the U.S. Secretary of the Treasury and the U.S. Secretary of Defense to (i) be operating or have been previously operating in the defense and related material sector or the surveillance technology sector (collectively, "Defense Sectors") of the economy of China; or (ii) own or control, or to be owned or controlled by, directly or indirectly, a person or entity who operates or has operated in any of the Defense Sectors (each, a "Chinese Military Company," and together, the "Chinese Military Companies"). The Order supersedes similar executive orders previously issued on November 12, 2020 and January 13, 2021 related to investments in "Communist Chinese Military Companies."
B-8
Chinese Military Companies are designated to the Non-SDN Chinese Military-Industrial Complex Companies List ("Non-SDN CMIC List") administered by the Office of Foreign Assets Control within the U.S. Department of the Treasury. The Non-SDN CMIC List may change from time to time. Beginning 60 days after an entity is newly-designated as a Chinese Military Company, the purchase or sale of public securities, or any publicly traded securities that are derivative of, or are designed to provide investment exposure to such securities, of any of the Chinese Military Companies (the "Covered Securities") by U.S. persons is prohibited, with the exception of a 365-day allowance to divest Covered Securities.
A Fund's holding of Covered Securities may adversely impact a Fund's performance. The extent of any impact will depend on future developments, including a Fund's ability to sell Covered Securities, the valuation of Covered Securities, further modifications to the Order, the issuance of additional or different interpretive guidance regarding compliance with the Order, and the duration of the Order, all of which are highly uncertain.
China and India country specific risk - Investments in equity and equity-related securities in the Greater China region and India will expose the Fund to that country's market, currency, and other risks, including volatility and structural risks. Government reforms and the move to capitalism may not positively impact the economies of either country. Stable economic growth may be hampered by a number of factors, including burdensome regulatory requirements, inflation, poor allocation of resources and the reinvestment of capital, government price controls and capital restrictions, currency fluctuations, and social instability. As a result, investments in the Greater China region and India may be volatile.
Commodity ETF risk - In addition to the risks described under "exchange-traded funds investing risk," the value of the Fund's investment in ETFs that invest in commodity-related securities may be affected by changes in overall market movements or factors affecting a particular industry or commodity and may fluctuate significantly over short periods for a variety of factors, such as drought, floods, weather, livestock disease, embargoes, war, insufficient storage capacity, tariffs and international economic, political and regulatory developments. Investments linked to the prices of commodities are considered speculative and may be more volatile than investments in other types of securities or instruments. The commodity markets are subject to temporary distortions or other disruptions due to a variety of factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention.
Company risk - Investments in U.S. and foreign-traded equity securities may fluctuate more than the values of other types of securities in response to changes in a particular company's financial condition. The value of the Fund's investment may decrease in response to the activities and financial prospects of an individual foreign or domestic company/issuer in the Fund's portfolio. The value of an individual foreign or domestic company can be more volatile than the market as a whole.
Concentration risk - The Fund may concentrate its investments in certain securities. To the extent that the Fund focuses on particular countries, regions, industries, sectors, issuers, types of investment or limited number of securities from time to time, including (if applicable) as a result of its investment objective to track the performance of an index, the Fund may be subject to greater risks of adverse economic, business or political developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments.
Industry
Companies within an industry are often faced with the same economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry, and their stock may react similarly and move in unison with these and other market conditions. As a result, stocks within a certain industry in which the Fund invests may be more volatile, and carry greater risk of adverse developments affecting many of the Fund's holdings, than a mixture of stocks of companies from a wide variety of industries.
Geographic
To the extent that the Fund has a significant level of investment in issuers in particular countries or regions, the Fund's performance is expected to be closely tied to social, political and economic conditions within those countries or regions and to be more volatile than the performance of more geographically diversified funds. The economies and financial markets of certain regions can be highly interdependent and may decline all at the same time. In addition, certain regions are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to environmental events. Such events may have a negative impact on the value of the Fund's investments in those regions.
B-9
Security
The Fund's portfolio may invest in a limited number of securities. As compared to other Funds, this could subject the Fund to additional risk if one of the portfolio securities declines in price, or if certain sectors of the market experience a downturn. It may take additional time to sell all or part of a Fund's investment in a particular security, and consequently, concentrating portfolio investments may also limit the ability of the Fund to take advantage of other investment opportunities.
Consumer discretionary risk - An investment in issuers in the consumer discretionary sector of the market may be more affected by events influencing the consumer discretionary sector than a fund that is more diversified across numerous sectors. An investment in issuers in the consumer discretionary sector can be significantly affected by the performance of the overall economy, interest rates, competition and consumer confidence. Success of these companies can depend heavily on disposable household income and consumer spending. Changes in demographics and consumer tastes can also affect the demand for, and success of, products of consumer discretionary companies.
Currency risk - Investments in foreign currencies, securities that trade in or receive revenues in foreign currencies or derivatives that provide exposure to foreign currencies are subject to the risk that those currencies may decline in value, or, in the case of hedging positions, that the currency may decline in value relative to the currency being hedged. Currency exchange rates can be volatile and may be affected by a number of factors, such as the general economics of a country, the actions (or inaction) of U.S. and foreign governments or central banks, the imposition of currency controls, and speculation. The Fund accrues additional expenses when engaging in currency exchange transactions, and valuation of a Fund's foreign securities may be subject to greater risk because both the price of the currency (relative to the U.S. dollar) and the price of the security may fluctuate with market and economic conditions. A decline in the value of a foreign currency versus the U.S. dollar reduces the value in U.S. dollars of investments denominated in that foreign currency.
Custody risk - The Fund may invest in securities markets that are less developed than those in the U.S., which may expose the Fund to risks in the process of clearing and settling trades and the holding of securities by local banks, agents and depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries may limit a Fund's ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. Custody risk is heightened in countries with less developed securities markets.
Cybersecurity risk - Cyber attacks could cause business failures or delays in daily processing and the Fund may need to delay transactions, consistent with regulatory requirements, as a result could impact the performance of the Fund. See the "Technology Disruptions" section in this Prospectus.
Depositary receipts risk - Investments in securities of foreign companies in the form of American depositary receipts ("ADRs"), Global depositary receipts ("GDRs"), and European depositary receipts ("EDRs") are subject to certain risks. They may be traded in the over-the-counter ("OTC") market or on a regional exchange, or may otherwise have limited liquidity. The prices of depositary receipts may differ from the prices of securities upon which they are based. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. EDRs and GDRs typically are issued by foreign banks or trust companies, although they may be issued by U.S. banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or U.S. corporation. Where the custodian or similar financial institution that holds the issuer's shares in a trust account is located in a country that does not have developed financial markets, a Fund could be exposed to the credit risk of the custodian or financial institution and greater market risk. In addition, the depository institution may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. A Fund would be expected to pay a share of the additional fees, which it would not pay if investing directly in the foreign securities. A Fund may experience delays in receiving its dividend and interest payments or exercising rights as a shareholder.
Depositary receipts may be issued in sponsored or un-sponsored programs. In a sponsored program, a security issuer has made arrangements to have its securities traded in the form of depositary receipts. In an un-sponsored program, the issuer may not be directly involved in the creation of the program. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depositary usually charges fees upon deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. Although the U.S. regulatory requirements applicable to ADRs generally are similar for both sponsored and un-sponsored programs, in some cases it may be easier to obtain financial and other information from an issuer that has participated in the creation of a sponsored program. To the extent the Fund invests in depositary receipts of an un-sponsored program, there may be an increased possibility the Fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer on a timely basis, as the issuers of unsponsored depositary receipts are not obligated to disclose information that is considered material in the U.S.
B-10
Depositary receipts involve many of the same risks as direct investments in foreign securities. These risks include: fluctuations in currency exchange rates, which are affected by international balances of payments and other economic and financial conditions; government intervention; and speculation. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. Investments in depositary receipts that are exchange traded or OTC may also subject a Fund to liquidity risk. This risk is enhanced in connection with OTC depositary receipts.
Derivatives risk - Certain Funds may invest in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices. Derivatives can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to a number of risks described elsewhere in this section, such as leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives' original cost.
The Fund's investment manager must choose the correct derivatives exposure versus the underlying assets to be hedged or the income to be generated, in order to realize the desired results from the investment. The Fund's investment manager must also correctly predict price, credit or their applicable movements, during the life of a derivative, with respect to the underlying asset in order to realize the desired results from the investment.
The Fund could experience losses if its derivatives were poorly correlated with its other investments, or if the Fund were unable to liquidate its position because of an illiquid market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives. The value of derivatives may fluctuate more rapidly than other investments, which may increase the volatility of the Fund, depending on the nature and extent of the derivatives in the Fund's portfolio.
If the Fund's investment manager uses derivatives in attempting to manage or "hedge" the overall risk of the portfolio, the strategy might not be successful and the Fund may lose money. To the extent that the Fund is unable to close out a position because of market illiquidity or counterparty default, the Fund may not be able to prevent further losses of value in its derivatives holdings.
The Fund may also be required to take or make delivery of an underlying instrument that the manager would otherwise have attempted to avoid. Investors should bear in mind that, while a Fund may intend to use derivative strategies on a regular basis, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost or other factors.
The Fund's use of derivative instruments may involve risks different from, or possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Certain derivative transactions may have a leveraging effect on the Fund. For example, a small investment in a derivative instrument may have a significant impact on the Fund's exposure to interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivative instrument may cause an immediate and substantial loss or gain. The Fund may engage in such transactions regardless of whether the Fund owns the asset, instrument or components of the index underlying the derivative instrument. The Fund may invest a portion of its assets in these types of instruments, which could cause the Fund's investment exposure to exceed the value of its portfolio securities and its investment performance could be affected by securities it does not own.
The U.S. Government has enacted legislation that provides for the regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union and the United Kingdom (and some other countries) are implementing similar requirements, which will affect a Fund when it enters into a derivatives transaction with a counterparty organized in that country or otherwise subject to that country's derivatives regulations. Because these requirements are relatively new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear. It is possible that government regulation of various types of derivative instruments could potentially limit or completely restrict the ability of a Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which a Fund engages in derivative transactions could also prevent a Fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change availability of certain investments.
B-11
The CFTC and certain futures exchanges have established (and continue to evaluate and revise) limits, referred to as "position limits," on the maximum net long or net short positions which any person or entity may hold or control in particular options and futures contracts (and certain related swap positions). Unless an exemption applies, all positions owned or controlled by the same person or entity, even if in different accounts, must be aggregated for purposes of determining whether the applicable position limits have been exceeded and, as a result, the investment manager's trading decisions may have to be modified or positions held by a Fund may have to be liquidated in order to avoid exceeding such limits. Even if the Fund does not intend to exceed applicable position limits, it is possible that different clients managed by the investment manager or its affiliates may be aggregated for this purpose. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the profitability of the Fund. A violation of position limits could also lead to regulatory action materially adverse to a Fund's investment strategy.
Under the Dodd-Frank Act, a Fund also may be subject to additional recordkeeping and reporting requirements. In addition, the tax treatment of certain derivatives, such as certain swaps, is unclear under current law and may be subject to future legislation, regulation or administrative pronouncements issued by the IRS. Other future regulatory developments may also impact a Fund's ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which a Fund itself is regulated. The investment manager cannot predict the effects of any new governmental regulation that may be implemented or the ability of a Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation or self-regulatory organization rule will not adversely affect a Fund's ability to achieve its investment objective.
Emerging markets and less developed countries risk - Emerging market and less developed countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. Investments in, or exposure to, securities that are tied economically to emerging market and less developed countries are subject to all of the risks of investments in, or exposure to, foreign securities, generally to a greater extent than in developed markets, among other risks. Investments in securities that are tied economically to emerging markets involve greater risk from economic and political systems that typically are less developed, and likely to be less stable, than those in more advanced countries. The Fund also will be subject to the risk of adverse foreign currency rate fluctuations. Emerging market and less developed countries may also have economies that are predominantly based on only a few industries or dependent on revenues from particular commodities. There may be government policies that restrict investment by foreigners, greater government influence over the private sector, and a higher risk of a government taking private property in emerging and less developed countries. Moreover, economies of emerging market countries may be dependent upon international trade and may be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. As a result of these risks, investments in securities tied economically to emerging markets tend to be more volatile than investments in securities of developed countries.
Underdeveloped securities exchanges and low or nonexistent trading volume in securities of issuers may result in a lack of liquidity and in price volatility. A fund may not be able to sell such securities in a timely manner, and may receive less than the currently available market price when selling such emerging market securities. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable clearance and settlement, registration and custodial procedures, which could result in ownership registration being completely lost. Issuers in emerging markets typically are subject to greater risk of adverse changes in earnings and business prospects than are companies in developed markets. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions, including confiscatory taxes on investment proceeds and other restrictions on the ability of foreign investors to withdraw their money at will, or from problems in security registration or settlement and custody. Investments in, or exposure to, emerging market securities may be more susceptible to investor sentiment than investments in developed countries. As a result, emerging market securities may be adversely affected by negative perceptions about an emerging market country's stability and prospects for continued growth. The Fund will also be subject to the risk of negative foreign currency rate fluctuations. Investments in, or exposure to, emerging market securities tend to be more volatile than investments in developed countries.
Frontier market countries are emerging market countries that are considered to have the smallest, least mature and least liquid securities markets. Frontier market countries generally have smaller economies and less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The economies of frontier market countries are less correlated to global economic cycles than those of their more developed counterparts and their markets have low trading volumes, low security market capitalizations, and the potential for extreme price volatility and illiquidity. This volatility may be further heightened by the actions of a few major investors. For example, a substantial increase or decrease in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, the price of Fund shares. These factors make investing in frontier market countries significantly riskier than in other countries and any one of them could cause the price of the Fund's shares to decline.
B-12
Equity securities risk - Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased or held by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.
European investment risk - Investing in Europe involves many of the same risks as investing in foreign securities generally. In addition, investing in Europe poses some unique risks. Europe includes both developed and emerging markets and investments by a Fund will be subject to the risks associated with investments in such markets. Most developed countries in Western Europe are members of the European Union ("EU") and many are also members of the European Economic and Monetary Union ("EMU"). The EU is an economic and political union of most Western European countries and a growing number of Eastern European countries. One of the key mandates of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency and a common trade policy. In order to pursue this goal, member states established the EMU, which sets out different stages and commitments that member states need to follow to achieve greater economic and monetary policy coordination, including the adoption of a single currency, the euro. Many member states have adopted the euro as their currency and, as a result, are subject to the monetary policies of the European Central Bank ("ECB"). Performance is expected to be closely tied to social, political, security, and economic conditions within Europe and to be more volatile than the performance of more geographically diversified funds. Security concerns related to immigration, war and geopolitical risk, and terrorism could have a negative impact on the EU and investments within EU countries.
Uncertainty surrounding the sovereign debt of a number of EU countries, as well as the continued existence of the EU itself, have disrupted and may disrupt markets in the U.S. and around the world. If one or more countries leave the EU or the EU dissolves, the world's securities markets likely will be significantly disrupted. For example, in June 2016, the United Kingdom approved a referendum to leave the EU (commonly known as "Brexit"). The United Kingdom left the EU on January 31, 2020. Following the withdrawal, there was an eleven-month transition period, ending December 31, 2020, during which the United Kingdom and the EU agreed to a Trade and Cooperation Agreement governing the future relationship between the United Kingdom and the EU. The Trade and Cooperation Agreement does not provide the United Kingdom with the same level of rights or access to all goods and services in the EU as the United Kingdom previously maintained as a member of the EU and during the transition period. In particular the Trade and Cooperation Agreement does not include an agreement on financial services which is yet to be agreed. From January 1, 2021, EU laws ceased to apply in the United Kingdom. Many EU laws were transposed into English law and these transposed laws continue to apply until such time that they are repealed, replaced or amended. The United Kingdom government has enacted legislation that will repeal, replace or otherwise make substantial amendments to the EU laws that currently apply in the United Kingdom. It is impossible to predict the consequences of these amendments on the Fund and its investments. Additionally, although one cannot predict the full effect of Brexit, it could lead to global economic uncertainty and result in volatility in global stock markets and currency exchange rate fluctuations. This uncertainty may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having services or other significant relationships in, the United Kingdom or the EU.
Brexit may also create continued uncertainty around trade, the possibility of capital outflows from the United Kingdom, devaluation of the pound sterling, the cost of higher corporate bond spreads, and the risk that all the above could negatively impact business and consumer spending as well as foreign direct investment.
With the United Kingdom's withdrawal from the EU, there is the possibility that one or more other countries may withdraw from the EU and/or abandon the Euro, the common currency of the EU, as well. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching. In addition, Russia launched a large-scale invasion of Ukraine in February 2022, which has resulted in the U.S.
B-13
Government imposing sanctions on Russia. The extent and duration of the military action, resulting sanctions and the potential for future sanctions and resulting future market disruptions in the region are impossible to predict, but could be significant and have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors.
Exchange-traded funds investing risk - Most exchange-traded funds ("ETFs") are investment companies whose shares are purchased and sold on a securities exchange. Generally, an ETF represents a portfolio of securities designed to track a particular market segment or index. An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF's shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF's fees and expenses as well as their share of the Fund's fees and expenses.
In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. As with traditional mutual funds, ETFs charge asset-based fees. The Funds will indirectly pay a proportional share of the asset-based fees of the ETFs in which the Funds invest. During periods of market volatility, there may be delays in the pricing of ETFs, and ETF exchange-traded prices may also be subject to volatility, which could cause the Fund to lose money.
Financial services risk - An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework; (ii) interest rate changes that may negatively affect financial service businesses; (iii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iv) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (v) the risk that a market shock or other unexpected market, economic, political, regulatory, public health or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
Foreign securities risk - Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, sanctions or the threat of new or modified sanctions, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities and foreign issuers may not be subject to the same accounting, auditing and financial recordkeeping standards and requirements as domestic issuers. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position. Such factors may adversely affect the value of securities issued by companies in foreign countries or regions.
Investments in, or exposure to, foreign securities could be affected by restrictions on receiving the investment proceeds from a foreign country, confiscatory foreign tax laws, and potential difficulties in enforcing contractual obligations. Transactions may be subject to less efficient settlement practices, including extended clearance and settlement periods. Foreign accounting may be less revealing than U.S. accounting practices and regulation may be inadequate or irregular. There may also be limited legal recourse against the foreign issuer in the event of a default on a debt instrument. Such factors may adversely affect the value of securities issued by foreign companies. Investments in, or exposure to, emerging market countries and/or their securities markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in, or exposure to, emerging market countries.
B-14
Frontier market countries risk - Frontier market countries generally have smaller economies and less developed capital markets than traditional developing markets, and, as a result, the risks of investing in developing market countries are magnified in frontier market countries. The economies of frontier market countries are less correlated to global economic cycles than those of their more developed counterparts and their markets have low trading volumes, low security market capitalizations, and the potential for extreme price volatility and illiquidity. This volatility may be further heightened by the actions of a few major investors. For example, a substantial increase or decrease in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, the price of Fund shares. These factors make investing in frontier market countries significantly riskier than in other countries and any one of them could cause the price of the Fund's shares to decline.
Governments of many frontier market countries in which the Fund may invest may exercise substantial influence over many aspects of the private sector. In some cases, the governments of such frontier market countries may own or control certain companies. Accordingly, government actions could have a significant effect on economic conditions in a frontier market country and on market conditions, prices and yields of securities in the Fund's portfolio. Moreover, the economies of frontier market countries may be heavily dependent upon international trade and, accordingly, have been and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.
Investment in equity securities of issuers operating in certain frontier market countries may be restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in equity securities of issuers operating in certain frontier market countries and increase the costs and expenses of the Fund. Certain frontier market countries require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain frontier market countries may also restrict investment opportunities in issuers in industries deemed important to national interests, ("sensitive industries").
Frontier market countries may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors, such as the Fund. In addition, if deterioration occurs in a frontier market country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets in frontier market countries may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.
There may be no centralized securities exchange on which securities are traded in frontier market countries. Also, securities laws in many frontier market countries are relatively new and unsettled. Therefore, laws regarding foreign investment in frontier market securities, securities regulation, title to securities, and shareholder rights may change quickly and unpredictably.
The frontier market countries in which the Fund invests may become subject to sanctions or embargoes imposed by the U.S. government and the United Nations. The value of the securities issued by companies that operate in, or have dealings with these countries may be negatively impacted by any such sanction or embargo and may reduce the Fund's returns.
Banks in frontier market countries used to hold the Fund's securities and other assets in that country may lack the same operating experience as banks in developed markets. In addition, in certain countries there may be legal restrictions or limitations on the ability of the Fund to recover assets held by a foreign bank in the event of the bankruptcy of the bank. Settlement systems in frontier markets may be less well organized than in the developed markets. As a result, there is greater risk than in developed countries that settlements will take longer and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the settlement systems.
Government regulatory risk - Certain industries or sectors, including, but not limited to, real estate, financial services, utilities, oil and natural gas exploration and production, anything environment-related, and health care are subject to increased regulatory requirements. There can be no guarantee that companies in which the Fund invests will meet all applicable regulatory requirements. Certain companies could incur substantial fines and penalties for failing to meet government regulatory requirements. These requirements may also result in additional compliance expenses and costs. Such increased regulatory compliance costs could hurt a company's performance.
Hong Kong investment risk - If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund's investments.
B-15
Information technology sector risk - Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
Investing in China A Shares risk - Investments in Class A Shares of Chinese companies involve certain risks and special considerations not typically associated with investments in U.S. companies, such as greater government control over the economy, political and legal uncertainty, currency fluctuations or blockage, the risk that the Chinese government may decide not to continue to support economic reform programs and the risk of nationalization or expropriation of assets. Additionally, the Chinese securities markets are emerging markets subject to the special risks applicable to developing and emerging market countries described elsewhere in this prospectus.
Investing in H-Shares risk - H-Shares are shares of companies incorporated in mainland China and traded in Hong Kong dollars on the Hong Kong Stock Exchange, and they must meet Hong Kong's listing and disclosure requirements. H-shares are also subject to the risk that the Hong Kong stock market may behave very differently from the mainland Chinese stock market. There may be little to no correlation between the performance of the Hong Kong stock market and the mainland Chinese stock market. Fluctuations in the value of the Hong Kong dollar will affect a Fund's holdings of H-shares.
Investing through Stock Connect risk - The Fund may invest directly in China A shares through Stock Connect, and will be subject to the following risks: sudden changes in quota limitations, application of trading suspensions, differences in trading days between the People's Republic of China and Stock Connect, operational risk, clearing and settlement risk and regulatory and taxation risk.
Investment strategy risk - The Sub-Adviser, or if no Sub-Adviser, the investment manager uses the principal investment strategies and other investment strategies to seek to achieve the Fund's investment objective. Investment decisions made in accordance with these investment strategies may not produce the returns expected, and may cause the Fund's shares to decline in value or may cause the Fund to underperform other funds with similar investment objectives.
Investment style risk - The returns from a certain investment style may be lower than the returns from the overall stock market. For example, value funds typically emphasize stocks whose prices are below-average in comparison to earnings and book value, although they may yield above-average dividends. A value stock may not increase in price if other investors fail to recognize the company's value or the factors that are expected to increase the price of the security do not occur. As another example, growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth stock prices frequently reflect projections of future earnings or revenues, and if earnings growth expectations are not met, their stock prices will likely fall, which may reduce the value of a Fund's investment in those stocks. Over market cycles, different investment styles may sometimes outperform other investment styles (for, example, growth investing may outperform value investing).
Investments in IPOs risk -The Fund may purchase shares issued as part of, or a short period after, companies' initial public offerings ("IPOs"), and may at times dispose of those shares shortly after their acquisition. The Fund's purchase of shares issued in IPOs exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile, and share prices of newly public companies have fluctuated in significant amounts over short periods of time. The purchase of shares issued in IPOs may have a greater impact upon the Fund's total returns during any period that the Fund has a small asset base. As the Fund's assets grow, any impact of IPO investments on the Fund's total return may decline.
Issuer risk - The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. A security's value may decline for reasons that directly relate to the issuer, such as management performance, corporate governance, financial leverage and reduced demand for the issuer's goods or services. A change in the financial condition of a single issuer may affect securities markets as a whole. Certain unanticipated events, such as natural disasters, can have a dramatic adverse effect on the value of an issuer's securities.
B-16
Large-capitalization investing risk - Large-capitalization stocks as a group could fall out of favor with the market, which may cause the Fund to underperform funds that focus on other types of stocks. In addition, larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer preferences. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Liquidity risk- Investments in securities that are difficult to purchase or sell (illiquid or thinly traded securities) may reduce returns if the Fund is unable to sell the securities at an advantageous time or price or achieve its desired level of exposure to a certain sector. An "illiquid investment" is defined as an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or disposition significantly changing the market value of the investment. Liquidity risk arises, for example, from small average trading volumes, trading restrictions, or temporary suspensions of trading. In times of market volatility, certain securities or classes of securities may become illiquid. Government or regulatory actions may decrease market liquidity, and the liquidity for certain securities. Small-capitalization companies and companies domiciled in emerging markets pose greater liquidity and price volatility risks. Certain securities that were liquid when purchased may later become illiquid or less liquid, particularly in times of overall economic distress. Illiquid securities may also be difficult to value, may be required to be fair valued according to the valuation procedures approved by the Board, and may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Liquidity risk may also refer to the risk that the Fund will not be able to meet requests to redeem shares issued by a Fund without significant dilution of remaining investors' interests in the Fund because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions. In addition, although the fixed-income securities markets have grown significantly in the last few decades, regulations and business practices have led some financial intermediaries to curtail their capacity to engage in trading (i.e., "market making") activities for certain debt securities. As a result, dealer inventories of fixed-income securities, which provide an indication of the ability of financial intermediaries to make markets in fixed-income securities, are at or near historic lows relative to market size. Because market makers help stabilize the market through their financial intermediary services, further reductions in dealer inventories could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets.
Managed portfolio risk - As an actively managed portfolio, the Fund's portfolio manager(s) make decisions to buy and sell holdings in the Fund's portfolio. Because of this, the value of the Fund's investments could decline because the financial condition of an issuer may change (due to such factors as management performance, reduced demand or overall market changes), financial markets may fluctuate or overall prices may decline, the Fund's manager's investment techniques could fail to achieve the Fund's investment objective or may negatively affect the Fund's investment performance, or legislative, regulatory, or tax developments may affect the investment techniques available to the manager of the Fund. There is no guarantee that the investment objective of the Fund will be achieved.
Market risk - Stock market risk refers to the fact that stock (equity securities) prices typically fluctuate more than the values of other types of securities, typically in response to changes in the particular company's financial condition and factors affecting the market in general. Over time, the stock market tends to move in cycles, with periods when stock prices rise, and periods when stock prices decline. A slower-growth or recessionary economic environment could have an adverse effect on the price of the various stocks held by the Fund. Consequently, a broad-based market drop may also cause a stock's price to fall.
Bond market risk generally refers to credit risk and interest rate risk. Credit risk is the actual or perceived risk that the issuer of the bond will not pay the interest and principal payments when due. Bond value typically declines if the issuer's credit quality deteriorates. Interest rate risk is the risk that interest rates will rise and the value of bonds will fall. A broad-based market drop may also cause a bond's price to fall.
Portfolio securities may also decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, public health issues, including widespread disease and virus epidemics or pandemics such as the coronavirus (COVID-19) pandemic, war, terrorism or natural disasters, or due to factors affecting particular industries represented in the securities markets, such as competitive conditions. Changes in the financial condition of a single issuer can impact a market as a whole, and adverse market conditions may be prolonged and may not have the same impact on all types of securities. In addition, the markets may not favor a particular kind of security, including equity securities or bonds. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.
B-17
The outbreak of COVID 19, a respiratory disease caused by a novel coronavirus, caused volatility, severe market dislocations and liquidity constraints in many markets, including markets for the securities the Fund holds. The transmission of COVID-19 and efforts to contain its spread resulted in travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff furloughs and reductions) and supply chains, and a reduction in consumer and business spending, as well as general economic concern and uncertainty. These disruptions led to instability in the marketplace and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial well-being and performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways. In addition, the impact of infectious illnesses, such as COVID-19, in emerging market countries may be greater due to generally less established healthcare systems. Public health crises may exacerbate other pre-existing political, social and economic risks in certain countries or globally.
Micro-capitalization investing risk - Micro-capitalization stocks involve substantially greater risks of loss and price fluctuations because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses), and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-capitalization companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources and may lack management depth. In addition, there may be less publicly available information about these companies. The shares of micro-capitalization companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the future ability to sell these securities. Also, it may take a long time before the Fund realizes a gain, if any, on an investment in a micro-capitalization company.
Mid-capitalization and small-capitalization investing risk - The securities of mid-capitalization and small-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-capitalization and small-capitalization companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund's portfolio. Securities of such issuers may lack sufficient market liquidity to conduct transactions at an advantageous time, or without a substantial drop in price. Generally, the smaller the company size, the greater these risks become.
Non-diversification risk - The Fund is non-diversified. As such, the Fund may invest in a limited number of issuers. Under a definition provided by the Investment Company Act of 1940, as amended (the "1940 Act"), non-diversified funds may invest in fewer securities, or in larger proportions of the securities of single companies or industries. If these securities were to decline in value, there could be a substantial loss of the investment. In addition, because of the investment strategies, the Fund may hold a smaller number of issuers than if it were "diversified." There is increased risk in investing in a smaller number of different issuers than there is in investing in a larger number of issuers since changes in the financial condition or market status of a single issuer may cause greater fluctuation in a non-diversified portfolio with respect to total return and share price.
Participation note risk - An investment in a participation note involves additional risks beyond the risks normally associated with a direct investment in the underlying security and a participation note's performance may differ from the underlying security's performance. Holders of participation notes do not have the same rights as an owner of the underlying stock and are subject to the credit risk of the issuer. Participation notes are typically privately issued and may be illiquid.
Portfolio turnover risk - Frequent changes in the securities held by a Fund, including investments made on a shorter-term basis or in derivative instruments or in instruments with a maturity of one year or less at the time of acquisition, may increase transaction costs, which may reduce performance.
Redemption risk - Large redemption activity could result in the Fund being forced to sell portfolio securities at a loss or before the Adviser or Sub-Adviser would otherwise decide to do so. Large redemption activity in the Fund may also result in increased expense ratios, higher levels of realized capital gains or losses with respect to the Fund's portfolio securities, higher brokerage commissions, and other transaction costs. It could be difficult for a Fund to meet large redemption requests where there is minimal liquidity in the Fund's portfolio securities.
B-18
Regulatory investment limits risk - The U.S. "Federal Securities Laws" may limit the amount a Fund may invest in certain securities. These limits may be Fund specific or they may apply to the investment manager. As a result of these regulatory limitations under the Federal Securities Laws and the asset management and financial industry business activities of the investment manager and its affiliates, the investment manager and the Fund may be prohibited from or limited in effecting transactions in certain securities. The investment manager and the Fund may encounter trading limitations or restrictions because of aggregation issues or other regulatory requirements. The Federal Securities Laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These regulatory investment limits may increase a Fund's expenses and may limit a Fund's performance.
Russia investment risk - During periods when sanctions are in place, there are risks related to holding positions located in or with ties to Russia. This may include, but is not limited to, the inability to dispose of securities in that country, the inability to settle securities transactions in that country, and the inability to repatriate currency from that country. Investments in sanctioned countries may be volatile, and the Fund and its pricing agent may have difficulty valuing such sanctioned securities. Absent sanctions prohibiting these investments, the Fund may invest a portion of its assets in securities issued by companies located in Russia. Because of the underdeveloped state of Russia's banking system and securities markets, settlement, clearing and registration of securities transactions are subject to significant risks. Prior to 2013, there was no central registration system for equity share registration in Russia and registration was carried out by either the issuers themselves or by registrars located throughout Russia. Such registrars were not necessarily subject to effective state supervision nor were they licensed with any governmental entity, thereby increasing the risk that the Fund could lose ownership of its securities through fraud, negligence, or even mere oversight. With the implementation of the National Settlement Depository ("NSD") in Russia as a recognized central securities depository, title to Russian equity securities is now based on the records of the NSD and not the registrars. Although the implementation of the NSD is generally expected to decrease the risk of loss in connection with recording and transferring title to securities, issues resulting in loss still might occur. In addition, issuers and registrars are still prominent in the validation and approval of documentation requirements for corporate action processing in Russia. Because the documentation requirements and approval criteria vary between registrars and/or issuers, there remain unclear and inconsistent market standards in the Russian market with respect to the completion and submission of corporate action elections. To the extent that the Fund suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for the Fund to enforce its rights or otherwise remedy the loss.
Many investments in Russia are tied to commodities, particularly, oil. The price of commodities and volatility in the commodities market could have a negative impact on the Russian economy, Russian companies, and Russian investments. The geopolitical environment with the Ukraine and Middle East enhance the possibility of conflict with Russia.
In addition, Russia also may attempt to assert its influence in the region through economic or even military measures, as it did with Georgia in the summer of 2008 and the Ukraine in 2014 and 2022. Russia launched a large-scale invasion of Ukraine in February 2022, which resulted in the U.S. Government imposing sanctions on Russia. Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may negatively impact Russia's economy and Russian issuers of securities in which the Fund invests. Actual and threatened responses to such military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and may likely have collateral impacts on such sectors globally. The extent and duration of Russia's military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions) are impossible to predict, but could result in significant market disruptions, including in the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could have significant impact on Fund performance and the value of an investment in the Fund.
Sector risk - Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the risk that securities of companies within specific sectors of the economy can perform differently than the overall market. For example, this may be due to changes in the regulatory or competitive environment, or changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain sectors than others, the Fund's performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. In addition, the Fund could underperform other funds investing in similar sectors or comparable benchmarks because of the portfolio managers' choice of securities within such sector.
B-19
Air transportation sector risk - The air transportation sector can be significantly affected by competition within the industry, domestic and foreign economies, government regulation, labor relations, terrorism, and the price of fuel. Airline deregulation has substantially diminished the government's role in the air transport sector while promoting an increased level of competition. However, regulations and policies of various domestic and foreign governments can still affect the profitability of individual carriers as well as the entire industry.
Business services sector risk - Companies in the business services sector can be significantly affected by competitive pressures, such as technological developments, fixed-rate pricing, and the ability to attract and retain skilled employees. The success of companies that provide business-related services is, in part, subject to continued demand for business services as companies and other organizations seeking alternative, cost-effective means to meet their economic goals.
Financial services sector risk - An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
Gold-mining companies sector risk - An investment in issuers in the gold-mining sector may be susceptible to financial, economic, political or market events, as well as government regulation, impacting the gold industry. Fluctuations in the price of gold often dramatically affect the profitability of companies in the gold-mining sector.
Health care sector risk - An investment in issuers in the health care sector may be adversely affected by government regulations and government health care programs and increases or decreases in the cost of medical products and services. Health care companies are heavily dependent on patent protection and the expiration of a patent may adversely affect their profitability. Health care companies are also subject to extensive litigation based on product liability and similar claims. Regulatory approvals are generally required before new drugs and medical devices or procedures may be introduced and before the acquisition of additional facilities by health care providers, all of which may be time consuming and costly with no guarantee that any product will come to market. Health care companies are also subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. Health care companies may also be thinly capitalized and susceptible to product obsolescence.
Industrial companies risk - The stock prices of companies in the industrials sector are affected by supply and demand both for their specific products or services and for industrials sector products in general. Companies in the industrial sector may be adversely affected by changes in government regulation, world events and economic conditions. In addition, these companies are at risk for environmental damage and product liability claims. Companies in this sector could be adversely affected by commodity price volatility, changes in exchange rates, imposition of export or import controls, increase competition, depletion of resources, technological developments and labor relations.
Infrastructure companies sector risk - Securities and instruments of infrastructure companies are more susceptible to adverse economic or regulatory occurrences affecting their industries. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Infrastructure companies may also be affected by or subject to: regulation by various government authorities; government regulation of rates charged to customers; service interruption due to environmental, operational or other mishaps; the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; and general changes in market sentiment toward infrastructure and utilities assets. Other factors that may affect the operations of infrastructure-related companies include innovations in technology, significant changes to the number of ultimate end-users of a company's products, increased susceptibility to terrorist acts or political actions, risks of environmental damage due, and general changes in market sentiment toward infrastructure and utilities assets.
B-20
Natural resource-related securities risk - An investment in natural resource-related securities may be subject to the risks associated with natural resource investments in addition to the general risk of the stock market. Such investments are more vulnerable to the price movements of natural resources and factors that particularly affect the oil, gas, mining, energy, chemicals, paper, steel or agriculture sectors. Such factors may include price fluctuations caused by real and perceived inflationary trends and political developments, the cost assumed by natural resource companies in complying with environmental and safety regulations, changes in supply of, or demand for, various natural resources, changes in energy prices, the success of exploration projects, changes in commodity prices, and special risks associated with natural or man-made disasters. A Fund that invests primarily in companies with natural resource assets is subject to the risk that it may perform poorly during a downturn in natural resource prices.
Precious metals-related securities risk - Prices of precious metals and of precious metals-related securities historically have been very volatile. The high volatility of precious metal prices may adversely affect the financial condition of companies involved with precious metals. The production and sale of precious metals by governments or central banks or other larger holders can be affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant impact on the prices of precious metals. Other factors that may affect the prices of precious metals and securities related to them include changes in inflation, the outlook for inflation and changes in industrial and commercial demand for precious metals.
Utilities sector risk - Utility company securities are particularly sensitive to interest rate movements; when interest rates rise, the stock prices of these companies tend to fall. The continually changing regulatory environment, at both the state and federal level, has led to greater competition in the industry and the emergence of non-regulated providers as a significant part of the industry, which may make some companies less profitable. Companies in the utilities industry may: (i) be subject to risks associated with the difficulty of obtaining adequate returns on invested capital in spite of frequent rate increases and of financing large construction programs during periods of inflation; (ii) face restrictions on operations and increased costs due to environmental and safety regulations, including increased fuel costs; (iii) find that existing plants and equipment or products have been rendered obsolete by technical innovations; (iv) confront challenging environmental conditions, including natural or man-made disasters; (v) tackle difficulties of the capital markets in absorbing utility debt and equity securities; (vi) incur risks associated with the operation of nuclear power plants; and (vii) face the effects of energy conservation and other factors affecting the level of demand for services. Government regulators monitor and control utility revenues and costs, and therefore may limit utility profits. The deregulation of certain utility companies may eliminate restrictions on profits, but may also subject these companies to greater risks of loss. Adverse regulatory changes could prevent or delay utilities from passing along cost increases to customers, which could hinder a utility's ability to meet its obligations to its suppliers. Furthermore, regulatory authorities, which may be subject to political and other pressures, may not grant future rate increases, or may impose accounting or operational policies, any of which could affect a company's profitability and the value of its securities. In addition, federal, state and municipal governmental authorities may review existing construction projects, and impose additional regulations governing the licensing, construction and operation of power plants. Any of these factors could result in a material adverse impact on the Fund's holdings and the performance of the Fund and, to the extent a Fund is concentrated in the utilities sector, any potential material adverse impact may be magnified.
Securities lending risk - The Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss or delays in recovery of the loaned security or loss of rights in the collateral if the borrower fails to return the security loaned or becomes insolvent. The Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The Fund may pay lending fees to a party arranging the loan. See the "Lending of Portfolio Securities" section in this Prospectus.
B-21
Settlement risk - Settlement risk is the risk that a settlement in a transfer system does not take place as expected. Delayed settlement may affect a Fund's liquidity due to the timing and receipt of the proceeds from the sale of that security. Loan transactions often settle on a delayed basis compared with securities and the Fund may not receive proceeds from the sale of a loan for a substantial period after the sale, potentially impacting the ability of the Fund to make additional investments or meet redemption obligations. It may take longer than seven days for transactions in loans to settle. In order to meet short-term liquidity needs, the Fund may draw on its cash or other short-term positions, maintain short-term or other liquid assets sufficient to meet reasonably anticipated redemptions, or maintain a credit facility.
Small-capitalization investing risk - Investing in smaller companies, some of which may be newer companies or start-ups, generally involves greater risks than investing in larger, more established ones. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations. In addition, such securities may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price. Small-capitalization companies often have limited product lines, narrower markets and more limited managerial and financial resources, or may depend on the expertise of a few people, than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks become.
Stock risk - Stock markets may experience significant short-term volatility and may fall sharply at times. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets. The prices of individual stocks generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company's stock.
Taiwan investment risk - Political or economic disturbances may have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.
Temporary defensive positions and large cash positions risk - In anticipation of, or in response to, adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, and Sub-Adviser transitions, and/or Fund mergers or rebalances, the Fund may temporarily hold all or a significant portion, without limitation, of its assets in cash, cash equivalents, affiliated and unaffiliated money market funds, or high-quality debt instruments. During periods in which the Fund employs such a temporary defensive strategy or holds large cash positions, it will not be pursuing, and will not achieve, its investment objective. Taking a defensive or large cash position may reduce the potential for appreciation of the portfolio and may affect performance.
B-22
STATEMENT OF ADDITIONAL INFORMATION
February 13, 2026
JNL SERIES TRUST
JNL/WCM China Quality Growth Fund
(a series of JNL Series Trust)
AND
JNL Multi-Manager Emerging Markets Equity Fund
(a series of JNL Series Trust)
1 Corporate Way
Lansing, Michigan 48951
(517) 381-5500
| Acquisition of the assets and assumption of the liabilities of: | By and in exchange for shares of: |
| JNL/WCM China Quality Growth Fund | JNL Multi-Manager Emerging Markets Equity Fund |
This Statement of Additional Information (the "SAI") relates specifically to the proposed reorganization of the JNL/WCM China Quality Growth Fund (the "Acquired Fund") into the JNL Multi-Manager Emerging Markets Equity Fund (the "Acquiring Fund") under which the Acquiring Fund would acquire all of the assets of the Acquired Fund in exchange solely for shares of the Acquiring Fund and that Acquiring Fund's assumption of all of the Acquired Fund's liabilities (the "Reorganization"). This SAI is available to separate accounts, registered investment companies, and non-qualified plans of Jackson National Life Insurance Company or Jackson National Life Insurance Company of New York with amounts allocated to the Acquired Fund and to other shareholders of the Acquired Fund as of January 31, 2026.
This SAI consists of the cover page, the information set forth below and the following described documents, each of which is incorporated by reference herein and accompanies this SAI:
This SAI is not a prospectus. A Proxy Statement and Prospectus dated February 13, 2026, relating to the Reorganization (the "Proxy Statement/Prospectus") may be obtained at no charge by calling 1-800-644-4565 (Jackson National Customer Care), 1-800-599-5651 (Jackson National NY Customer Care), by writing JNL Series Trust, P.O. Box 30314, Lansing, Michigan 48909-7814 or by visiting www.jackson.com. This SAI should be read in conjunction with the Proxy Statement/Prospectus.
C-1
SUPPLEMENTAL FINANCIAL INFORMATION
The Reorganization is expected to be effective as of the close of business on April 24, 2026, or on such later date as may be deemed necessary in the judgment of the Board of Trustees (the "Board") of the JNL Series Trust (the "Trust") in accordance with the Plan of Reorganization (the "Closing Date").
Following the Reorganization, the Acquiring Fund will be the accounting and performance survivor.
A table showing the fees of the Acquiring Fund and the Acquired Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, is included in the section entitled "Comparative Fee and Expense Tables" of the of the Proxy Statement/Prospectus.
The Reorganization will not result in a material change in the Acquired Fund's investment portfolio due to the investment restrictions of the Acquiring Fund. It is currently anticipated that approximately 11% of the Acquired Fund's holdings will be transferred to the Acquiring Fund in connection with the Reorganization and that, prior to the Reorganization, approximately 89% of the Acquired Fund's holdings will be aligned or sold and the resulting proceeds allocated to the sleeves managed by the Acquiring Fund's sub-advisers in accordance with the Acquiring Fund's principal investment strategies. There is no tax impact to Contract Owners as a result of portfolio repositioning. Additionally, the repositioning is not expected to have a material impact on the performance of the Acquired Fund prior to the Reorganization. Following the Reorganization, the Acquired Fund will cease to exist and the Acquired Fund's performance will not be reflected in the performance of the Acquiring Fund. It is not expected that the Acquiring Fund will revise any of its investment policies following the Reorganization to reflect those of the Acquired Fund. As a result, a schedule of investments of the Acquired Fund modified to show the effects of the Reorganization is not required and is not included. Notwithstanding the foregoing, changes may be made to the Acquired Fund's portfolio in advance of the Reorganization and/or the Acquiring Fund's portfolio following the Reorganization.
There are no material differences in accounting policies of the Acquired Fund as compared to those of the Acquiring Fund.
The Reorganization is not expected to be a taxable event for U.S. federal income tax purposes for Contract Owners.
Each Fund is treated as a corporation separate from the Trust for purposes of the Code. Therefore, the assets, income, and distributions of each Fund are considered separately for purposes of determining whether or not the Fund qualifies for treatment as a RIC under Subchapter M of the Code.
If the Reorganization is consummated, the Combined Fund intends to qualify and be eligible for treatment as a RIC under Subchapter M of the Code, if such qualification is in the best interests of shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Code, and make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. In addition, the Acquired Fund will make any required income or capital gain distributions prior to consummation of this Reorganization, in accordance with provisions of the Code relating to reorganizations. Accordingly, no provision for federal income taxes is required.
As of December 31, 2024, the Acquired Fund had $1,669,784 in net capital loss carryforwards and the Acquiring Fund had $85,958,528 in capital loss carryforwards. The Acquiring Fund is not able to realize any future benefit from any unused capital loss carryforward and other losses deferred by the Acquired Fund, if any, following the Reorganization.
For each Fund, distributions other than in redemption of Fund shares, if any, are automatically reinvested at net asset value in shares of the distributing class of that Fund.
C-2
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
|
SCAN TO VIEW MATERIALS & VOTE |
THREE EASY WAYS TO VOTE YOUR PROXY
| To vote by Internet | ||
| 1) | Read the Proxy Statement and have the Voting Instruction Card below at hand. | |
| 2) | Go to website www.proxyvote.com or scan the QR Barcode above | |
| 3) | Follow the instructions provided on the website. | |
| To vote by Telephone | ||
| 1) | Read the Proxy Statement and have the Voting Instruction Card below at hand. | |
| 2) | Call 1-800-690-6903 | |
| 3) | Follow the instructions. | |
| To vote by Mail | ||
| 1) | Read the Proxy Statement. | |
| 2) | Check the appropriate box on the Voting Instruction Card below. | |
| 3) | Sign and date the Voting Instruction Card. | |
| 4) | Return the Voting Instruction Card in the envelope provided. | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| V82336-TBD | KEEP THIS PORTION FOR YOUR RECORDS | |
| DETACH AND RETURN THIS PORTION ONLY |
| The Board recommends you vote FOR the following proposal: | For | Against | Abstain | |
| 1. | To approve the Plan of Reorganization, adopted by the Trust's Board of Trustees, which provides for the reorganization of the JNL/WCM China Quality Growth Fund into the JNL Multi-Manager Emerging Markets Equity Fund, both a series of the Trust. | ☐ | ☐ | ☐ |
| 2. | To transact other business that may properly come before the Meeting or any adjournments thereof. | |||
Please be sure to sign and date the below.
| Signature(s) should be exactly as name or names appear(s) on this Voting Instruction Card. If shares are held jointly, each shareholder is requested to sign, but only one Signature is required. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this Voting Instruction Card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged. | |||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date | ||
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice of Meeting and Proxy Statement is available at www.proxyvote.com
V82337-TBD
|
JNL/WCM China Quality Growth Fund A series of JNL Series Trust (the "Trust") THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned contract owner hereby instructs the Insurance Companies mentioned on the reverse side of this Voting Instruction Card to vote all shares of the JNL/WCM China Quality Growth Fund (the "Fund"), a series of the Trust, attributable to his or her variable annuity contract, at the Special Meeting of Shareholders to be held on March 25, 2026 at 12:30 P.M., Eastern Time, at the Fund's principal office, which is located at 1 Corporate Way, Lansing, MI 48951 (the "Meeting"), and at any adjournments thereof, all shares of the Fund attributable to his or her contract or interest therein as directed on the reverse side of this Card. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED "FOR" THE PROPOSAL. If you fail to return this Voting Instruction Card, depending on the separate account, the Insurance Companies will either not vote all shares attributable to the account value, or will vote all shares attributable to the account value in proportion to all voting instructions for the Fund actually received from contract holders in the separate account. PLEASE DATE AND SIGN NAME OR NAMES AS PRINTED ON THE REVERSE SIDE TO AUTHORIZE THE VOTING OF THE SHARES AS INDICATED. IF SIGNING AS A REPRESENTATIVE, PLEASE INCLUDE CAPACITY. These voting instructions are being solicited by Jackson National Life Insurance Company, on behalf of its Jackson National Separate Account - I and by Jackson National Life Insurance Company of New York, on behalf of its JNLNY Separate Account I. PLEASE SIGN AND DATE ON THE REVERSE SIDE |