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            Memo

            TO:

            Mindy Rotter, Esq,. CPA

            Division of Investment Management, Disclosure Review and Accounting Office

            U.S. Securities and Exchange Commission

            FROM:

            Emily J. Bennett

            Vice President and Deputy General Counsel

            Jackson National Asset Management, LLC

            DATE:

            August 8, 2024

            SUBJECT:

            Response to accounting comments to the initial registration statement (the “Registration Statement”) filed on Form N-14 on July 11, 2024, for the funds of the JNL Series Trust (“the
              “Trust”) as listed in the following reorganization:

            File No.

            Acquired Fund

            Acquiring Fund

            333-280755

            JNL/Baillie Gifford U.S. Equity Growth Fund

            JNL Multi-Manager U.S. Select Equity Fund

    This memorandum addresses the U.S. Securities and Exchange Commission staff’s (the “Commission Staff”) accounting comments to the Registration Statement that the Registrant
      received via telephone on July 30, 2024.

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

              1.

              Please explain in correspondence why the semi-annual financial statements for the period ended June 30, 2023 are in included in the Registration Statement when such information is stale.
                Please also confirm in correspondence that the hyperlinks to the semi-annual financial statements will be removed in a Form 497 filing as soon as possible. Please also update the related disclosure in the “Financial Highlights” section.

    RESPONSE: The Registrant included the semi-annual
        financial statements for the period ended June 30, 2023 because the June 30, 2024 semi-annual financial statements will not be filed prior to the Form 497 filing.  The Registrant has removed the hyperlinks to the semi-annual financial statements
        for the period ended June 30, 2023.  The Registrant has also revised the related disclosure in the “Financial Highlights” section as follows (new text is underlined and deleted text is stricken):

    “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 Annual Report. Each Fund’s financial statements are included in the Trust’s Annual Report, and
        Semi-Annual Report, which are is available upon request.”

              2.

              Please consider disclosing the estimated Reorganization costs that the Adviser will incur in a Form 497 filing and also provide the amount of the costs to be incurred by the Adviser in
                correspondence.

    RESPONSE:  The Registrant respectfully declines this
        comment as 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 because the costs will be borne by JNAM rather
        than either Fund. However, the transaction expenses associated with the Reorganization, 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”) will be borne by the Acquired Fund. Such Transaction Costs are estimated to be $12,810 (0.02% of net assets). The Registrant notes that the Transaction Costs are disclosed  in the
        Registration Statement.

              3.

              In the “Capitalization” section, please consider updating the capitalization table to reflect data from within 30 days of the Registration Statement in a Form 497 filing or confirm in
                correspondence that there have been no material changes to the capitalization table since the date reflected in the table.

    RESPONSE: The Registrant has updated the capitalization
        table and the related disclosure in the “Capitalization” section, as reflected in Appendix A.

              4.

              In the “Capitalization” section, please review the calculations for Class I shares outstanding for the adjustments and pro forma line items in the capitalization table.  Additionally,
                please confirm in correspondence that such amounts are accurate.

    RESPONSE: The Registrant has updated the capitalization
        table and the related disclosure in the “Capitalization” section, as reflected in Appendix A. The Registrant confirms that calculations for Class I shares outstanding for the adjustments and pro forma line
        items in the capitalization table reflected in Appendix A are accurate.

              5.

              In the “Supplemental Financial Information” section, the Commission Staff notes inconsistent language in the filing regarding the repositioning for the target fund compared to disclosure
                elsewhere in the Registration Statement. The repositioning disclosure on page 3 of the Registration Statement indicates that the target fund will liquidate approximately 67% of its holdings in advance of the Reorganization and approximately
                33% of the target fund’s holdings will be sold at the time of the Reorganization. The “Supplemental Financial Information” section states that the Reorganization will not result in a material change in the target fund's investment
                portfolio. Please confirm in correspondence that the disclosure will be revised in the “Supplemental Financial Information” section in a Form 497 filing to replace the non-material language with the earlier language regarding the
                repositioning of the target fund’s portfolio. In addition, please update the “Supplemental Financial Information” section to include disclosure regarding any capital gain distributions as a result of such repositioning in a Form 497 filing.
                Please provide the revised disclosures in correspondence.

    RESPONSE: The Registrant has revised the disclosure as
        reflected in Appendix B.

    It is the Registrant’s intention to respond fully to the Commission Staff’s comments, and the Registrant believes that the responses described above do so fully.

    If you have any questions, please call me at (517) 574-2089. Thank you for your prompt attention to this matter.

    cc: File

    Appendix A

    The new text is underlined, and the text to be deleted text is stricken.

    Capitalization

    The following table shows the capitalization of each Fund as of December 31, 2023July 26, 2024, and of the Multi-Manager Fund on
      a pro forma combined basis as of December 31, 2023July 26, 2024 after giving effect to the proposed Reorganization.  The actual net assets of the Baillie Gifford 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 Baillie Gifford 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.

            Net

            Assets

            Net Asset Value Per

            Share

            Shares

            Outstanding

            Baillie Gifford Fund (Acquired Fund) – Class A

            $5,837,566

            $8,737,020

            6.06

            5.73

            963,405

            1,525,106

            Multi-Manager Fund (Acquiring Fund) – Class A

            $1,431

            $1,200

            14.31

            12.00

            100

            Adjustments

            $(1,973) (a)

            $(1,172) (a)

             0

            (555,607) (b)

             (797,119) (b)

            Pro forma Multi-Manager Fund – Class
                A (assuming the Reorganization is approved)

            $5,837,024

            $8,737,048

            14.31

            12.00

            407,898

            728,087

            Baillie Gifford Fund (Acquired Fund) – Class I

            $32,068,138

            $86,731,762

            6.13

            5.78

            5,234,897

            15,005,489

            Multi-Manager Fund (Acquiring Fund) – Class I

            $747,964,772

            $434,673,150

            14.40

            12.05

            51,945,010

            36,068,394

            Adjustments

            $(10,837) (a)

            $(11,638) (a)

            0

            (3,008,696) (b)

            (7,808,798) (b)

            Pro forma Multi-Manager Fund – Class I (assuming the
                Reorganization is approved)

            $780,022,073

            $521,393,274

            14.40

            12.05

            54,171,211

            43,265,085

            (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 related legal fees, including the legal fees incurred in connection with the analysis under the Code of the tax treatment of this Reorganization as well as the costs associated with the preparation of the
              tax opinion and obtaining a consent of independent registered public accounting firm, will be borne by JNAM whether or not the Reorganization is consummated. No sales or other charges will be imposed on Contract Owners in connection with the
              Reorganization. It is currently anticipated that approximately 67% of the Acquired Fund’s holdings will be liquidated in advance of the Reorganization and the resulting proceeds will be redeemed by the JNAM Fund-of-Funds. It is anticipated
              that at the time of the Reorganization,  approximately 33% of the Acquired Fund’s holdings will be 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. Prior to the Reorganization, JNAM may use a transition manager to assist in the transition of the Acquired Fund. The Acquired Fund will bear the Transaction Costs associated with
              the Reorganization. Such Transaction Costs are estimated to be $12,810 (0.02% of net assets).

            (b)

            The adjustment to the pro forma shares outstanding number represents a decrease 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 Baillie Gifford Fund by the Multi-Manager Fund.  If the
      Reorganization had taken place on December 31, 2023July 26, 2024, shareholders of the Baillie Gifford Fund would have received 727,987 407,798 and 7,196,691 2,226,201 Class A
      and Class I shares, respectively, of the Multi-Manager Fund.

    Appendix B

    The new text is underlined, and the text to be deleted text is stricken.

    SUPPLEMENTAL FINANCIAL INFORMATION

    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 (together, the “Funds”), 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 67% of the Acquired Fund’s holdings will be liquidated in advance of the Reorganization and the resulting proceeds will be redeemed by
          certain investment companies advised by Jackson National Asset Management, LLC (“JNAM”), which are organized as fund-of-funds (the “JNAM Fund-of-Funds”). It is anticipated that at the time of the Reorganization, approximately 33% of the Acquired
          Fund’s holdings will be 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 Funds do not expect to make capital gain
          distributions as a result of such repositioning. The Funds, which currently intend to qualify and be eligible for treatment as partnerships for U.S. federal income tax purposes, generally do not expect to make distributions of their net
          investment income and net realized capital gains. 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. Prior to the
          Reorganization, JNAM may use a transition manager to assist in the transition of the Acquired 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.