SecProbe.io

CORRESP
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            MEMORANDUM

            TO:

            Christina Fettig and David Manion

            U.S. Securities and Exchange Commission

            FROM:

            Emily J. Bennett

            Associate General Counsel

            DATE:

            January 28, 2020

            SUBJECT:

            Response to accounting comments to the initial registration statements (each, as applicable, a “Registration Statement” and, collectively, the “Registration Statements”) filed on Form N-14 on December 19-20, 2019, as amended on December
              23, 2019, relating to the following reorganizations:

            File No.: 333-235584 – JNL/Nicholas Convertible Arbitrage Fund into JNL Conservative Allocation Fund, each a series of Jackson Variable Series Trust (“JVST”)

            File No.: 333-235585 – JNL/Mellon S&P 1500 Value Index Fund, a series of JNL Series Trust (“JNLST”), into JNL/Mellon DowSM Index Fund, a series of JNL Variable Fund LLC (“JNLVF”)

            File No.: 333-235586 – JNL/Mellon S&P 1500 Growth Index Fund, a series of JNLST, into JNL/Mellon Nasdaq® 100 Index Fund, a series of JNLVF

            File No.: 333-235587 – JNL/FAMCO Flex Core Covered Call Fund, a series of JVST, into JNL/JPMorgan Hedged Equity Fund, a series of JNLST

            File No.: 333-235588 – JNL/VanEck International Gold Fund, a series of JVST, into JNL/BlackRock Global Natural Resources Fund, a series of JNLST

            File No.: 333-235589 – JNL Institutional Alt 100 Fund, a series of JVST, into JNL Multi-Manager Alternative Fund, a series of JNLST

            File No.: 333-235590 – JNL/Eaton Vance Global Macro Absolute Return Advantage Fund, a series of JVST, into JNL/Franklin Templeton Global Multisector Bond Fund, a series of JNLST

            File No.: 333-235591 – JNL/The London Company Focused U.S. Equity Fund, a series of JVST, into JNL/Morningstar Wide Moat Index Fund, a series of JNLST

            File No.: 333-235592 – JNL/Neuberger Berman Currency Fund, a series of JVST, into JNL/PIMCO Income Fund, a series of JNLST

            File No.: 333-235593 – JNL/PPM America Mid Cap Value Fund into JNL/MFS Mid Cap Value Fund, each a series of JNLST

            File No.: 333-235609 – JNL Institutional Alt 50 Fund, a series of JNLST, into JNL Moderate Allocation Fund, a series of JVST

            File No.: 333-235610 – JNL/Franklin Templeton Global Fund into JNL/Loomis Sayles Global Growth Fund, each a series of JNLST

            File No.: 333-235611 – JNL/Invesco China-India Fund and JNL/Oppenheimer Emerging Markets Innovator Fund into JNL/Lazard Emerging Markets Fund, each a series of JNLST

            File No.: 333-235612 – JNL/Goldman Sachs Emerging Markets Debt Fund into JNL/DoubleLine® Emerging Markets Fixed Income Fund, each a series of JNLST

            File No.: 333-235613 – JNL/S&P Mid 3 Fund into JNL/Mellon S&P 400 MidCap Index Fund, each a series of JNLST

            File No.: 333-235615 – JNL/Scout Unconstrained Bond Fund into JNL/PIMCO Income Fund, each a series of JNLST

            File No.: 333-235616 – JNL/PPM America Value Equity Fund into JNL/Franklin Templeton Mutual Shares Fund, each a series of JNLST

            File No.: 333-235617 – JNL/FPA + DoubleLine® Flexible Allocation Fund into JNL/JPMorgan Global Allocation Fund, each a series of JNLST

            File No.: 333-235618 – JNL Institutional Alt 25 Fund into JNL Moderate Growth Allocation Fund, each a series of JNLST

    This memorandum addresses accounting comments received via telephone on January 3, 2020, January 15, 2020, January 17, 2020, and January 22, 2020 from the U.S. Securities and Exchange Commission staff (the “Commission
      Staff”) regarding the Registration Statements.

    The comments are repeated below in italics, with responses immediately following.  Capitalized terms used herein have the same meaning as in the Registration Statements.

              A.

              Global Accounting Comments

    (Applicable to all File Numbers unless otherwise noted)

              1.

              Please provide the percentage of each target fund’s portfolio that is being sold in connection with the Reorganization.

    RESPONSE: As requested, below is information relating to the percentage of each target fund’s portfolio that is being sold:

            File Number

            Approximate % of Target Fund Being Sold in Connection with the Reorganization

            333-235584

            JNL/Nicholas Convertible Arbitrage Fund into JNL Conservative Allocation Fund

            100%

            333-235585

            JNL/Mellon S&P 1500 Value Index Fund into JNL/Mellon DowSM Index Fund

            74%

            333-235586

            JNL/Mellon S&P 1500 Growth Index Fund into JNL/Mellon Nasdaq® 100 Index Fund

            61% 1

            333-235587

            JNL/FAMCO Flex Core Covered Call Fund into JNL/JPMorgan Hedged Equity Fund

            72%

            333-235588

            JNL/VanEck International Gold Fund into JNL/BlackRock Global Natural Resources Fund

            85%

            333-235589

            JNL Institutional Alt 100 Fund into JNL Multi-Manager Alternative Fund

            100%

            333-235590

            JNL/Eaton Vance Global Macro Absolute Return Advantage Fund into JNL/Franklin Templeton Global Multisector Bond Fund

            99.9%

            333-235591

            JNL/The London Company Focused U.S. Equity Fund into JNL/Morningstar Wide Moat Index Fund

            85%

            333-235592

            JNL/Neuberger Berman Currency Fund into JNL/PIMCO Income Fund

            1%

            333-235593

            JNL/PPM America Mid Cap Value Fund into JNL/MFS Mid Cap Value Fund

            79%

            333-235609

            JNL Institutional Alt 50 Fund into JNL Moderate Allocation Fund

            52% 2

            333-235610

            JNL/Franklin Templeton Global Fund into JNL/Loomis Sayles Global Growth Fund

            78%

            333-235611

            JNL/Invesco China-India Fund and JNL/Oppenheimer Emerging Markets Innovator Fund into JNL/Lazard Emerging Markets Fund

            91% (Invesco Fund)

            95% (Oppenheimer Fund)

            333-235612

            JNL/Goldman Sachs Emerging Markets Debt Fund into JNL/DoubleLine® Emerging Markets Fixed Income Fund

            96%

            333-235613

            JNL/S&P Mid 3 Fund into JNL/Mellon S&P 400 MidCap Index Fund

            72%

            333-235615

            JNL/Scout Unconstrained Bond Fund into JNL/PIMCO Income Fund

            99.9%

            333-235616

            JNL/PPM America Value Equity Fund into JNL/Franklin Templeton Mutual Shares Fund

            80%

            333-235617

            JNL/FPA + DoubleLine® Flexible Allocation Fund into JNL/JPMorgan Global Allocation Fund

            99.5%

            333-235618

            JNL Institutional Alt 25 Fund into JNL Moderate Growth Allocation Fund

            26%

    1  The following language will be incorporated into the definitive Registration Statement: “The S&P Fund’s portfolio is less
      concentrated than the Nasdaq Fund’s portfolio. The S&P Fund’s portfolio holds approximately 875 securities, whereas the Nasdaq Fund’s portfolio holds approximately 100 securities. There is considerable name overlap in the securities held in each
      portfolio because both Funds primarily hold large cap growth stocks as a principal investment strategy. However, because the weightings of the securities within each Fund are different, a portion of the S&P Fund’s holdings need to be sold to
      align with the Nasdaq Fund’s principal investment strategies.”

    2 The following language will be incorporated into the definitive Registration Statement: “The Alt 50 Fund invests in a larger number of
      Underlying Funds (approximately 35 Underlying Funds) than the Moderate Fund (approximately 27 Underlying Funds). While the portion of the Alt 50 Fund’s portfolio that is invested in Underlying Funds in traditional investments (approximately 50%) is
      similar to the Moderate Fund’s portfolio, the portion of the Alt 50 Fund’s portfolio that is invested in Underlying Funds in alternative investment categories (approximately 50%) is not similar to the Moderate Fund’s portfolio.  This portion of the
      Alt 50 Fund that is invested in Underlying Funds in alternative investment categories needs to be sold to align with the Moderate Fund’s principal investment strategies.”

              2.

              Please supplement the disclosure within each Registration Statement, as applicable, to include the percentage of the Acquired Fund that will be sold in connection with the Reorganization,
                including any forced sales for compliance purposes and any sales relating directly to or in connection with each Reorganization.

    RESPONSE: Each Registrant, as applicable, has updated the disclosure as set forth below.

    For the Reorganizations utilizing a transition manager, the following language will be enhanced as reflected in the below excerpt.  The underlined text reflects new language, and language that is
      stricken through is deleted:

    It is currently anticipated that approximately [X]% of the [Acquired] Fund’s will transfer its holdings will be transferred to the [Acquiring] Fund in
      connection with the Reorganization and that, prior to the Reorganization, JNAM will use a transition manager to align or sell approximately [X]% of the [Acquired] Fund’s holdings and invest the proceeds in securities that the [Acquiring
        Fund] wishes to hold with those of the [Acquiring] Fund.

    For the Reorganizations not utilizing a transition manager, the following language will be enhanced as reflected in the below excerpt.  The underlined text reflects new language, and language that is
      stricken through is deleted:

    It is currently anticipated that approximately [X]% of the [Acquired] Fund’s will transfer its holdings will be transferred to the [Acquiring] Fund in
      connection with the Reorganization and that, prior to the Reorganization, approximately [X]% of the [Acquired] Fund’s holdings will be aligned or sold with those of the [Acquiring] Fund.

    The Acquired Fund in the following Reorganization will be fully liquidated in advance of the transaction and 100% of the proceeds will be invested in the Acquiring Fund in accordance with the
      Acquiring Fund’s principal investment strategies:

    File No.: 333-235584 – JNL/Nicholas Convertible Arbitrage Fund into JNL Conservative Allocation Fund

    The Acquired Fund in the following Reorganization will liquidate approximately 99.5% of its holdings in advance of the Reorganization and the proceeds will be invested in the Acquiring Fund in
      accordance with the Acquiring Fund’s principal investment strategies. The Acquired Fund’s private securities (managed by Ivy) are the securities that will be transferred to the Acquiring Fund.

    File No.: 333-235617 – JNL/FPA + DoubleLine® Flexible Allocation Fund into JNL/JPMorgan Global Allocation Fund

    The following Reorganizations do not have transactions costs:

    File No.: 333-235589 – JNL Institutional Alt 100 Fund into JNL Multi-Manager Alternative Fund

    File No.: 333-235609 – JNL Institutional Alt 50 Fund, into JNL Moderate Allocation Fund, a series of JVST

    File No.: 333-235618 – JNL Institutional Alt 25 Fund into JNL Moderate Growth Allocation Fund

              3.

              Please update the disclosure within each Registration Statement, as applicable, to reflect the costs of the portfolio repositioning in basis points (in addition to the current disclosure
                which reflects dollar amounts).

    RESPONSE: The Registrants have made the requested updates.

              4.

              Please update the disclosure in each Registration Statement to include the estimated costs of the Reorganization to be paid by management and clarify if management will pay the costs of
                the Reorganization whether or not the Reorganization is consummated.

    RESPONSE: The Registrants supplementally confirm and each Registrant has updated the disclosure within its respective the Registration Statement to reflect
      that management will pay the costs of the Reorganization whether or not the Reorganization is consummated. Because disclosure of the estimated costs of the Reorganization is not required by Form N-14 and is not believed by the Registrant to be
      material to shareholders or contract owners given that the costs will be borne by JNAM rather than either Fund, the Registrant respectfully declines to add the suggested disclosure.

              5.

              In the bullet point discussing the expenses following the Reorganization in the “Proposal” section in each Registration Statement, please revise the language stating that the expenses
                “will be” higher/lower to state that the expenses are “expected to be” higher/lower.

    RESPONSE: The Registrants have made the requested updates.

              6.

              Please supplementally confirm the date as of which the performance information will be provided in the definitive filings.

    RESPONSE: Each Registrant has updated the performance information in the definitive filings to include December 31, 2019 performance.

              7.

              Please note that the capitalization tables, which are as of June 30, 2019, factor in the transactions costs, which in turn is causing consistency issues elsewhere in the disclosure when
                the June 30, 2019 assets are provided. Please review the Registration Statements and revise the disclosure as applicable.

    RESPONSE: The Registrants have made the requested updates.

              8.

              Please review the bullet point summarizing the Acquired Fund’s and Acquiring’s Funds performance within the “Board Considerations” section of each Registration Statement and revise, as
                appropriate, to reflect a more balanced approach relating to the Acquired Fund’s and Acquiring Fund’s outperformed/underperformance.

    RESPONSE: The Registrants have made the requested updates.

              9.

              Please represent supplementally that the fees and expenses reflected in the “Comparative Fee and Expense Tables” section of each Registration Statement are current fees and expenses for
                each Fund in accordance with Item 3 of Form N-14.

    RESPONSE: Each Registrant confirms that the fees and expenses in the annual fund operating expenses table are the current fees and expenses in accordance with
      Item 3 of Form N-14.

              10.

              In the pro forma financial narratives of each applicable Registration Statement, please include the estimated costs of the Reorganization to be paid by management and clarify if management
                will pay the costs of the Reorganization whether or not the Reorganization is consummated.

    RESPONSE: The Registrants supplementally confirm and each Registrant has have updated the disclosure within the Registration Statements to reflect that
      management will pay the costs of the Reorganization whether or not the Reorganization is are consummated. Because disclosure of the estimated costs of the Reorganization is not required to be included in the pro forma narratives and is not believed
      by the Registrant to be material to shareholders or contract owners given that the costs will be borne by JNAM rather than either Fund, the Registrant respectfully declines to add the suggested disclosure.

              11.

              In the pro forma financial narratives of the Registration Statements, there is a reference to April 29, 2019 (prospectus date), please update to June 30, 2019 and quantify