SEC Company Response from JNL SERIES TRUST (CIK 0000933691) — Jan 31, 2020
JNL SERIES TRUST (CIK 0000933691)
Date: Jan. 31, 2020 · CIK: 0000933691 · Accession: 0000933691-20-000035
AI Filing Summary & Sentiment
File numbers found in text: 333-235589, 333-235590, 333-235591, 333-235592, 333-235593, 333-235609, 333-235610, 333-235611, 333-235612
Letter
MEMORANDUM
TO:
Alberto Zapata
U.S. Securities and Exchange Commission
FROM:
Emily J. Bennett
Associate General Counsel
DATE:
January 31, 2020
SUBJECT:
Response to legal 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.: 333-235589 – JNL Institutional Alt 100 Fund, a series of Jackson Variable Series Trust (“JVST”), into JNL Multi-Manager Alternative Fund, a series of JNL Series Trust (“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
This memorandum addresses legal comments received via telephone on January 21, 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 Comments
(Applicable to all file numbers listed above)
1.
In the letter to contract owners and elsewhere in the Registration Statement where applicable, please confirm if the following sentence includes portfolio repositioning fees: “No sales charge, redemption fees, or other transaction fees will be imposed in the Reorganization.” If portfolio repositioning costs are not included, please include disclosure stating that they are not included. Additionally, if there will be significant portfolio repositioning, please disclose the percentage of securities to be sold, who will bear the costs of repositioning, the cost of the repositioning in dollars and also as a percentage of the Acquired Fund’s net assets, and any tax impact of the repositioning.
RESPONSE: The Registrants have revised the disclosure and provided this information for all Reorganizations. Additionally, the Registrants have also added disclosure elsewhere in the Registration Statements relating to the percentage of the Acquired Fund that will be sold in connection with the Reorganization and the cost of the repositioning (both in dollars and as a percentage of the Acquired Fund’s net assets (in addition to the dollar amounts already included in the disclosure)).
2.
Please confirm supplementally that the fees and expenses reflected in the “Comparative Fee and Expense Tables” section, capitalization tables and pro forma financial narratives of each Registration Statement are current fees and expenses for each Fund in accordance with Item 3 of Form N-14.
RESPONSE: The Registrants confirm that the fees and expenses in the annual fund operating expenses table, capitalization tables, and pro forma financial narratives are the current fees and expenses in accordance with Item 3 of Form N-14.
3.
In the “Description of the Securities to be Issued” section of the proxy statement/prospectus, please explain the phrase “share pro rata” in plain English, as used in the following sentence: “Upon liquidation of the Acquiring Fund, shareholders are entitled to share pro rata in the net assets of the Fund available for distribution to shareholders.”
RESPONSE: The Registrants have revised the disclosure accordingly.
B.
Comment for 333-235589
(JNL Institutional Alt 100 Fund into JNL Multi-Manager Alternative Fund)
1.
In the first bullet point on page 16 of the proxy statement/prospectus, please discuss what conclusions were reached by the Board from the following sentence: “The Board also considered that the Acquired Fund is structured as a fund-of-funds, while the Acquiring Fund is managed by sub-advisers.”
RESPONSE: The Registrant has removed this sentence from the disclosure as it is a recitation of fact rather than a statement of conclusion.
C.
Comments for 333-235609
(JNL Institutional Alt 50 Fund into JNL Moderate Allocation Fund)
1.
In the “Comparison of Fundamental Policies” section of the proxy statement/prospectus, please explain why the differences in fundamental policies (7) and (9) do not violate the conditions needed to rely on Rule 17a-8 under the Investment Company Act.
RESPONSE: The Registrant has added the following disclosure to the paragraph preceding the chart in the section titled “Comparison of Fundamental Policies”:
Although the Acquiring Fund does not have a corresponding fundamental policy to that of the Acquired Fund with regard to investments in illiquid securities, rule 22e-4 under the 1940 restricts an open-end fund to investment of no more than 15% of fund assets in illiquid securities. As such, the Acquiring Fund is subject to the same restriction as the Acquired Fund with regard to investment in illiquid securities. Similarly, the Acquired Fund does not have a fundamental policy regarding investments in senior securities, but the Acquired Fund is subject to the same limitations as the Acquiring Fund in that it may not issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief.
2.
Please confirm supplementally that the following conditions of Rule 17a-8 apply and update the disclosure in the proxy statement/prospectus to address:
(i) The Independent Directors of the Acquired Fund who were elected by shareholders will comprise a majority of the Independent Directors of the Acquiring Fund; and
(ii) No investment advisory contract of the Acquired Fund is materially different from that of the Acquiring Fund.
RESPONSE: The Registrant confirms that the Independent Directors of the Acquired Fund who were elected by shareholders will comprise a majority of the Independent Directors of the Acquiring Fund and that the investment advisory contract of the Acquired Fund is not materially different from that of the Acquiring Fund. The Registrant has also revised the disclosure accordingly.
3.
On page 14 of the proxy statement/prospectus, please explain why the differences in fundamental policies, as discussed in question C.1 above, do not violate the conditions need to rely on Rule 17a-8.
RESPONSE: The Registrant has amended the disclosure to including the following text:
In this regard, the Board noted that although the Acquiring Fund does not have a corresponding fundamental policy to that of the Acquired Fund with regard to investments in illiquid securities, rule 22e-4 under the 1940 Act restricts an open-end fund to investment of no more than 15% of fund assets in illiquid securities. As such, the Acquiring Fund is subject to the same restriction as the Acquired Fund with regard to investment in illiquid securities. Similarly, it was noted that the Acquired Fund does not have a fundamental policy regarding investments in senior securities, but the Acquired Fund is subject to the same limitations as the Acquiring Fund in that it may not issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief.
D.
Comments for 333-235591
(JNL/The London Company Focused U.S. Equity Fund into JNL/Morningstar Wide Moat Index Fund)
1.
Please update the Acquiring Fund’s performance data to include performance for a full calendar year.
RESPONSE: The Registrant has updated the disclosure.
2.
On page 13 of the proxy statement/prospectus, please discuss what conclusions were reached by the Board from the following sentence: “The Board noted that the Acquired Fund and the Acquiring Fund have different investment objectives, investment strategies, and fundamental policies.” If the sentence does not advance disclosure, consider deleting the sentence.
RESPONSE: The Registrant has removed this sentence from the disclosure as it is a recitation of fact rather than a statement of conclusion.
3.
On page 14 of the proxy statement/prospectus, in the first bullet point under the “Board Considerations” section, please explain the phrases “higher conviction” and “rationalizing the fund lineup” in plain English, as used in the following sentence: “The Board also considered management’s statement that there is a higher conviction in the Acquiring Fund coupled with the strategic initiative of rationalizing the fund lineup.”
RESPONSE: The Registrant has revised the disclosure to read as follows: “The Board also considered management’s view that the Acquiring Fund fits well within the Adviser’s evolving suite of fund offerings.”
E.
Comments for 333-235612
(JNL/Goldman Sachs Emerging Markets Debt Fund into JNL/DoubleLine® Emerging Markets Fixed Income Fund)
1.
On page 10 of the proxy statement/prospectus, in the “Comparison of Fundamental Policies” section, please consider removing diversification from the chart of fundamental policies and explaining each Fund’s diversification status in narrative form.
RESPONSE: The Registrant has revised the disclosure accordingly.
2.
Please explain why this proposed reorganization can rely on Rule 17a-8, given the Acquired Fund is not a “diversified company” and the Acquiring Fund is a “diversified company”, as such term is defined in the Investment Company Act of 1940, as amended.
RESPONSE: The Acquired Fund may rely on Rule 17a-8 because Section 13(a)(1) of the 1940 Act requires shareholder approval only when a fund is changing its diversification status from diversified to non-diversified (shareholder approval is not required when changing from non-diversified to diversified status).
3.
On page 15 of the proxy statement/prospectus, in the first bullet point in the “Board Considerations” section, please explain the phrase “lower conviction fund” in plain English, as used in the following sentence: “The Board also considered management’s statement that the Acquired Fund is a lower conviction fund and that it has seen a persistent decline in investor assets.”
RESPONSE: The Registrant has revised the disclosure to read as follows: “The Board also considered management’s statement that the Acquired Fund has seen a persistent decline in investor interest.”
4.
On pages 15-16 of the proxy statement/prospectus, in the “Board Considerations” section, please explain the rationale for proceeding under Rule 17a-8 and why the different diversification status of the Acquired Fund and Acquiring Fund does not require a vote of the Acquired Fund’s shareholders.
RESPONSE: The Registrant has revised the disclosure to note that the Acquired Fund may rely on Rule 17a-8 because Section 13(a)(1) of the 1940 Act requires shareholder approval only when a fund is changing its diversification status from diversified to non-diversified (shareholder approval is not required when changing from non-diversified to diversified status).
F.
Comments for 333-235590
(JNL/Eaton Vance Global Macro Absolute Return Advantage Fund into JNL/Franklin Templeton Global Multisector Bond Fund)
1.
In the second bullet point on page 2 of the proxy statement/prospectus, please revise the disclosure to state what securities the Acquired Fund currently invests in, rather than including general statements from the Fund’s registration statement.
RESPONSE: The Registrant has revised the disclosure accordingly.
2.
On page 5 of the proxy statement/prospectus, under the “Comparison of Investment Objectives and Principal Investment Strategies” section, please revise the disclosure to state what securities the Acquired Fund currently invests in, rather than including general statements from the Fund’s registration statement.
RESPONSE: The Registrant has revised the disclosure accordingly.
3.
On page 16 of the proxy statement/prospectus, in the “Board Considerations” section, please explain the phrase “limited beta” in plain English, as used in the following sentence: “The Board also considered management’s statement that while both Funds offer shareholders limited beta to fixed income and equity markets, serving as portfolio diversifiers, the Acquiring Fund will best serve shareholders seeking a flexible, global mandate.”
RESPONSE: The Registrant has removed this sentence as it is not additive to the disclosure.
G.
Comments for 333-235611
(JNL/Invesco China-India Fund and JNL/Oppenheimer Emerging Markets Innovator Fund into JNL/Lazard Emerging Markets Fund)
1.
On page 1 and page 24 of the proxy statement/prospectus, please provide clarification on whether the two mergers are contingent upon each other and address what would occur should one Fund’s shareholders approve the proposed merger and the other Fund’s shareholders do not approve the proposed merger.
RESPONSE: The Registrant has revised the disclosure to include the following text (which is identical to the disclosure in the section of the Registration Statement titled “Contingency Plan”):
If either or both of the Reorganizations are 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 Funds.
2.
In the first bullet point on page 3 and on page 24 of the proxy statement/prospectus, please address whether a shareholder vote will be required with respect to the Acquiring Fund’s strategy change.
RESPONSE: The Registrant has revised the dis
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CORRESP
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filename1.htm
MEMORANDUM
TO:
Alberto Zapata
U.S. Securities and Exchange Commission
FROM:
Emily J. Bennett
Associate General Counsel
DATE:
January 31, 2020
SUBJECT:
Response to legal 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.: 333-235589 – JNL Institutional Alt 100
Fund, a series of Jackson Variable Series Trust (“JVST”), into JNL Multi-Manager Alternative Fund, a series of JNL Series Trust (“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
This memorandum addresses legal comments received via telephone on January 21, 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 Comments
(Applicable to all file numbers listed above)
1.
In the letter to contract owners and elsewhere in the Registration Statement where applicable, please confirm if the following
sentence includes portfolio repositioning fees: “No sales charge, redemption fees, or other transaction fees will be imposed in the Reorganization.” If portfolio repositioning costs are not included, please include disclosure stating that
they are not included. Additionally, if there will be significant portfolio repositioning, please disclose the percentage of securities to be sold, who will bear the costs of repositioning, the cost of the repositioning in dollars and also
as a percentage of the Acquired Fund’s net assets, and any tax impact of the repositioning.
RESPONSE: The Registrants have
revised the disclosure and provided this information for all Reorganizations. Additionally, the Registrants have also added disclosure elsewhere in the Registration Statements relating to the percentage of the Acquired Fund that will be sold in connection with the Reorganization and the cost of the repositioning (both in dollars and as a percentage of the Acquired Fund’s net assets (in addition
to the dollar amounts already included in the disclosure)).
2.
Please confirm supplementally that the fees and expenses reflected in the “Comparative Fee and Expense Tables” section,
capitalization tables and pro forma financial narratives of each Registration Statement are current fees and expenses for each Fund in accordance with Item 3 of Form N-14.
RESPONSE: The Registrants confirm
that the fees and expenses in the annual fund operating expenses table, capitalization tables, and pro forma financial narratives are the current fees and expenses in accordance with Item 3 of Form N-14.
3.
In the “Description of the Securities to be Issued” section of the proxy statement/prospectus, please explain the phrase “share
pro rata” in plain English, as used in the following sentence: “Upon liquidation of the Acquiring Fund, shareholders are entitled to share pro rata in the net assets of the Fund available for distribution to shareholders.”
RESPONSE: The Registrants have
revised the disclosure accordingly.
B.
Comment for 333-235589
(JNL Institutional Alt 100 Fund into JNL Multi-Manager Alternative Fund)
1.
In the first bullet point on page 16 of the proxy
statement/prospectus, please discuss what conclusions were reached by the Board from the following sentence: “The Board also considered that the Acquired Fund is structured as a fund-of-funds, while the Acquiring Fund is managed by
sub-advisers.”
RESPONSE: The Registrant has
removed this sentence from the disclosure as it is a recitation of fact rather than a statement of conclusion.
C.
Comments for 333-235609
(JNL Institutional Alt 50 Fund into JNL Moderate Allocation Fund)
1.
In the “Comparison of Fundamental Policies” section of the proxy statement/prospectus, please explain why the differences in
fundamental policies (7) and (9) do not violate the conditions needed to rely on Rule 17a-8 under the Investment Company Act.
RESPONSE: The Registrant has
added the following disclosure to the paragraph preceding the chart in the section titled “Comparison of Fundamental Policies”:
Although the Acquiring Fund does not have a corresponding fundamental policy to that of the Acquired Fund with regard to investments in
illiquid securities, rule 22e-4 under the 1940 restricts an open-end fund to investment of no more than 15% of fund assets in illiquid securities. As such, the Acquiring Fund is subject to the same restriction as the Acquired Fund with regard to
investment in illiquid securities. Similarly, the Acquired Fund does not have a fundamental policy regarding investments in senior securities, but the Acquired Fund is subject to the same limitations as the Acquiring Fund in that it may not issue
senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief.
2.
Please confirm supplementally that the following conditions of Rule 17a-8 apply and update the disclosure in the proxy
statement/prospectus to address:
(i) The Independent Directors of the Acquired Fund who were elected by shareholders will comprise a majority of the
Independent Directors of the Acquiring Fund; and
(ii) No investment advisory contract of the Acquired Fund is materially different from that of the Acquiring Fund.
RESPONSE: The Registrant confirms
that the Independent Directors of the Acquired Fund who were elected by shareholders will comprise a majority of the Independent Directors of the Acquiring Fund and that the investment advisory contract of the Acquired Fund is not materially different
from that of the Acquiring Fund. The Registrant has also revised the disclosure accordingly.
3.
On page 14 of the proxy statement/prospectus, please explain why the differences in fundamental policies, as discussed in
question C.1 above, do not violate the conditions need to rely on Rule 17a-8.
RESPONSE: The Registrant has
amended the disclosure to including the following text:
In this regard, the Board noted that although the Acquiring Fund does not have a corresponding fundamental policy to that of the Acquired
Fund with regard to investments in illiquid securities, rule 22e-4 under the 1940 Act restricts an open-end fund to investment of no more than 15% of fund assets in illiquid securities. As such, the Acquiring Fund is subject to the same restriction as
the Acquired Fund with regard to investment in illiquid securities. Similarly, it was noted that the Acquired Fund does not have a fundamental policy regarding investments in senior securities, but the Acquired Fund is subject to the same limitations
as the Acquiring Fund in that it may not issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief.
D.
Comments for 333-235591
(JNL/The London Company Focused U.S. Equity Fund into JNL/Morningstar Wide Moat Index Fund)
1.
Please update the Acquiring Fund’s performance data to include performance for a full calendar year.
RESPONSE: The Registrant has
updated the disclosure.
2.
On page 13 of the proxy statement/prospectus,
please discuss what conclusions were reached by the Board from the following sentence: “The Board noted that the Acquired Fund and the
Acquiring Fund have different investment objectives, investment strategies, and fundamental policies.” If the sentence does not advance disclosure, consider deleting the sentence.
RESPONSE: The Registrant has
removed this sentence from the disclosure as it is a recitation of fact rather than a statement of conclusion.
3.
On page 14 of the proxy statement/prospectus, in the first bullet point under the “Board Considerations” section, please
explain the phrases “higher conviction” and “rationalizing the fund lineup” in plain English, as used in the following sentence: “The
Board also considered management’s statement that there is a higher conviction in the Acquiring Fund coupled with the strategic initiative of rationalizing the fund lineup.”
RESPONSE: The Registrant has
revised the disclosure to read as follows: “The Board also considered management’s view that the Acquiring Fund fits well within the Adviser’s evolving suite of fund offerings.”
E.
Comments for 333-235612
(JNL/Goldman Sachs Emerging Markets Debt
Fund into JNL/DoubleLine® Emerging Markets Fixed Income Fund)
1.
On page 10 of the proxy statement/prospectus, in the “Comparison of Fundamental Policies” section, please consider removing
diversification from the chart of fundamental policies and explaining each Fund’s diversification status in narrative form.
RESPONSE: The Registrant has
revised the disclosure accordingly.
2.
Please explain why this proposed reorganization can rely on Rule 17a-8, given the Acquired Fund is not a “diversified company”
and the Acquiring Fund is a “diversified company”, as such term is defined in the Investment Company Act of 1940, as amended.
RESPONSE: The Acquired Fund may
rely on Rule 17a-8 because Section 13(a)(1) of the 1940 Act requires shareholder approval only when a fund is changing its diversification status from diversified to non-diversified (shareholder approval is not required when changing from
non-diversified to diversified status).
3.
On page 15 of the proxy
statement/prospectus, in the first bullet point in the “Board Considerations” section, please explain the phrase “lower conviction fund” in plain English, as used in the following sentence: “The Board also considered management’s statement that the Acquired Fund is a lower conviction fund
and that it has seen a persistent decline in investor assets.”
RESPONSE: The Registrant has
revised the disclosure to read as follows: “The Board also considered management’s statement that the Acquired Fund has seen a persistent decline in investor interest.”
4.
On pages 15-16 of the proxy statement/prospectus, in the “Board Considerations” section, please explain the rationale for proceeding under Rule 17a-8 and why the different diversification status of the Acquired Fund and Acquiring Fund does not require a vote of the Acquired
Fund’s shareholders.
RESPONSE: The Registrant has
revised the disclosure to note that the Acquired Fund may rely on Rule 17a-8 because Section 13(a)(1) of the 1940 Act requires shareholder approval only when a fund is changing its diversification status from diversified to non-diversified (shareholder
approval is not required when changing from non-diversified to diversified status).
F.
Comments for 333-235590
(JNL/Eaton Vance Global Macro Absolute Return Advantage Fund into JNL/Franklin Templeton Global Multisector Bond Fund)
1.
In the second bullet point on page 2 of the proxy statement/prospectus, please revise the disclosure to state what securities
the Acquired Fund currently invests in, rather than including general statements from the Fund’s registration statement.
RESPONSE: The Registrant has
revised the disclosure accordingly.
2.
On page 5 of the proxy statement/prospectus, under the “Comparison of Investment Objectives and Principal Investment
Strategies” section, please revise the disclosure to state what securities the Acquired Fund currently invests in, rather than including general statements from the Fund’s registration statement.
RESPONSE: The Registrant has
revised the disclosure accordingly.
3.
On page 16 of the proxy statement/prospectus, in the “Board Considerations” section, please explain the phrase “limited beta”
in plain English, as used in the following sentence: “The
Board also considered management’s statement that while both Funds offer shareholders limited beta to fixed income and equity markets, serving as portfolio diversifiers, the Acquiring Fund will best serve shareholders seeking a flexible,
global mandate.”
RESPONSE: The Registrant has
removed this sentence as it is not additive to the disclosure.
G.
Comments for 333-235611
(JNL/Invesco China-India Fund and JNL/Oppenheimer Emerging Markets Innovator Fund into JNL/Lazard Emerging Markets
Fund)
1.
On page 1 and page 24 of the proxy statement/prospectus, please provide clarification on whether the two
mergers are contingent upon each other and address what would occur should one Fund’s shareholders approve the proposed merger and the other Fund’s shareholders do not approve the proposed merger.
RESPONSE: The Registrant has
revised the disclosure to include the following text (which is identical to the disclosure in the section of the Registration Statement titled “Contingency Plan”):
If either or both of the Reorganizations are 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 Funds.
2.
In the first bullet point on page 3 and on page 24 of the proxy statement/prospectus, please address whether a shareholder vote
will be required with respect to the Acquiring Fund’s strategy change.
RESPONSE: The Registrant has
revised the dis