EX-99.M 12B-1 PLAN 53 exm1i_aandrdisplan07012017.htm
EX 99.28(m)(1)(i)
 JNL Series Trust
Amended and Restated Distribution Plan
 
 
Whereas, JNL Series Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”).

Whereas, the Trust currently issues the series of shares of beneficial interest in the Trust listed on Schedule A hereto (each a “Fund” and, collectively, the “Funds”) and each Fund represents a separate portfolio of investments of the Trust.

Whereas, the Trust has adopted a Multiple Class Plan pursuant to Rule 18f-3 under the Act, whereby a Fund may issue one or more classes of shares, as shown on Schedule A hereto.

Whereas, the Board of Trustees has determined that it is appropriate and desirable to use assets of Class A Shares of the Funds to finance certain distribution and related service expenses that are primarily intended to result in the sale of such Class A Shares of the Funds.

Whereas, the Trust has entered into a Distribution Agreement with Jackson National Life Distributors LLC (the “Distributor”) pursuant to which the Distributor will serve as distributor of the securities of the Funds.

Whereas, the Trust wishes to adopt this Amended and Restated Distribution Plan (this “Plan”) with respect to Class A Shares, as set forth hereinafter.

Whereas, a majority of the Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust (the “Disinterested Trustees”) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the “Rule 12b-1 Trustees”), have determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Sections 36(a) and (b) of the Act, that there is a reasonable likelihood that adoption of this Plan will benefit the applicable Funds and their shareholders.

Now, Therefore, this Plan is adopted by the Trust on behalf of the Funds, in accordance with Rule 12b-1 under the Act (“Rule 12b-1”), on the following terms and conditions:

1.
Authorized Distribution and/or Service 12b-1 Fees.
 
(a)            For purposes of Section 1 hereof, “Recipient” shall mean any broker or dealer, administrator, financial intermediary, or other that (i) has rendered assistance (whether direct, administrative, or both) in the distribution of Class A Shares of a Fund; (ii) has furnished or will furnish the Distributor with such information as the Distributor has requested or may request to answer such questions as may arise concerning the sale of Class A Shares of a Fund; and (iii) has been selected by the Distributor to receive payments under this Plan. Notwithstanding the foregoing, a majority of the Rule 12b-1 Trustees may remove any broker or dealer, administrator, or other as a Recipient.
 
(b)           Each Fund that issues Class A Shares is authorized to pay a fee to the Distributor as compensation for distribution and related additional service expenses incurred in promoting the sale of the Fund's Class A Shares at a rate per annum of the average daily net assets attributable to the Class A Shares, as shown on Schedule A hereto (the “12b-1 Fee”).  Each Fund's Class A Shares shall bear exclusively its own costs of such payments.  Such 12b-1 Fee shall be calculated and accrued daily and paid within forty-five (45) days at the end of each month, or at such other intervals as the Board of Trustees shall determine.  The Distributor shall provide distribution and related additional services of the type contemplated herein and reviewed from time to time by the Board of Trustees, and shall compensate Recipients for providing or assisting in
 
providing such distribution and related additional services.   Some or all of the 12b-1 Fee paid to the Distributor may be spent on services, activities and expenses that are primarily intended to result, directly or indirectly, in the sale of Class A Shares of the Funds, and related additional service activities including, but not limited to, the following:
 
(i)           Developing, preparing, printing and mailing of Fund sales literature and other promotional materials describing and/or relating to the Fund, including materials intended for use by Jackson National Life Insurance Company and its affiliates, or for broker-dealer only use or retail use;

(ii)          Holding or participating in seminars and sales meetings for registered representatives designed to promote the distribution of Fund shares;

(iii)         Paying compensation to and expenses, including overhead, of employees of the Distributor that engage in the distribution of variable insurance products that offer the Funds (“Insurance Contracts”);
 
(iv)         Paying compensation to broker-dealers or other financial intermediaries that engage in the distribution of Insurance Contracts, including, but not limited to, certain commissions, servicing fees and marketing fees;
 
(v)          Providing services, related to the Funds, to Insurance Contract owners; such services will include, but not be limited to, assisting the Funds with proxy solicitations, obtaining information, answering questions, providing explanations to Insurance Contract owners regarding the Funds’ investment objectives and policies and other information about the Funds, including performance of the Funds, and developing and providing electronic capabilities or information technology platforms to assist in providing any of the foregoing services to Insurance Contract owners;

(vi)         Printing and mailing of Fund prospectuses, statements of additional information, supplements, and annual and semiannual reports for prospective owners of Insurance Contracts;

(vii)        Training sales personnel regarding sales of Insurance Contracts on matters related to the Funds;

(viii)       Compensating sales personnel in connection with the allocation of cash values and premiums of the Insurance Contracts to the Funds;

(ix)         Providing periodic reports to the Funds and regarding the Funds to third-party reporting services;

(x)          Reconciling and balancing separate account investments in the Funds;

(xi)         Reconciling and providing notice to the Funds of net cash flow and cash requirements for net redemption orders;

(xii)        Confirming transactions; and
 
(xiii)       Financing other activities that the Board of Trustees determines are primarily intended to result, directly or indirectly, in the servicing or sale of Fund shares.
 
(c)            The provisions of Section 1 hereof shall apply in respect of the Class A Shares of the Funds shown on Schedule A hereto, as such schedule may be amended from time to time.
 
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2.
Limitations on Charges and Fees. Notwithstanding anything in this Plan to the contrary, all amounts payable by a Fund pursuant to Section 1 hereof shall be subject to, in the aggregate, the limitations on the payment of asset-based sales charges and service fees set forth in Section 2341 of the Conduct Rules of the Financial Industry Regulatory Authority.
 
3.
Miscellaneous.
 
(a)           Effectiveness. This Plan shall not take effect with respect to a Fund (or a class of shares thereof) until (i) this Plan has been approved by a vote of a majority of the outstanding voting securities of the Trust entitled to vote thereon and (ii) this Plan, together with any related agreements, has been approved by a vote of both (1) the Board of Trustees and (2) the Rule 12b-1 Trustees, cast in person at a meeting (or meetings) called, at least in part, for the purpose of voting on this Plan and such related agreements. As additional Funds or classes of shares are established, this Plan shall not take effect with respect to such Funds or classes of shares until this Plan, together with any related agreements, has been approved by a vote of both (1) the Board of Trustees and (2) the Rule 12b-1 Trustees, cast in person at a meeting (or meetings) called, at least in part, for the purpose of voting on this Plan and such related agreements. Subject to approval as required by this paragraph and any other approvals required by the Act and the rules thereunder, this Plan shall take effect at the time specified by the Board of Trustees, or, if no such time is specified by the Trustees, at the time that all necessary approvals have been obtained.
 
(b)           Continuation. This Plan shall continue in full force and effect as to a Fund (or a class of shares thereof) for so long as such continuance is specifically approved at least annually by a vote of both (i) the Board of Trustees; and (ii) the Rule 12b-1 Trustees, cast in person at a meeting called, at least in part, for the purpose of voting on this Plan.

(c)           Rule 12b-1. This Plan has been adopted pursuant to Rule 12b-1 and is designed to comply with all applicable requirements imposed under such Rule. To the extent that any or all of the 12b-1 Fees may be deemed to have financed any activity which is primarily intended to result, directly or indirectly, in the sale of Fund shares (within the meaning of Rule 12b-1), all those 12b-1 Fees paid by the Funds shall be deemed to be made under this Plan and pursuant to clause (b) of Rule 12b-1.
 
(d)           Reports. The Distributor shall provide to the Board of Trustees a written report of the amounts expended or benefits received and the purposes for which such expenditures were made at such frequency as may be required under Rule 12b-1.
 
(e)           Related Agreements. Any agreement related to this Plan must provide, in substance, (i) that the agreement may be terminated as to the Trust or any Fund (or class of shares thereof) at any time, without payment of any penalty, by vote of the Board of Trustees, by vote of a majority of the Rule 12b-1 Trustees, or by a vote of a majority of the outstanding voting securities of the Trust entitled to vote thereon, on not more than 60-days’ written notice to any other party to the agreement, and (ii) that the agreement will terminate automatically in the event of its “assignment” (as defined in the Act).
 
(f)            Termination. This Plan may be terminated as to the Trust or any Fund (or class of shares thereof) at any time, without payment of any penalty, by vote of the Board of Trustees, by vote of a majority of the Rule 12b-1 Trustees, or by a vote of a majority of the outstanding voting securities of Trust entitled to vote thereon.
 
(g)           Amendments. This Plan may not be amended in any material respect unless such amendment is approved by a vote of a majority of both (i) the Board of Trustees and (ii) the Rule 12b-1 Trustees, cast in person at a meeting called, at least in part, for the purpose of voting on such approval. This Plan may not be amended to increase materially the amount to be spent for distribution unless such amendment is approved by a majority of the outstanding voting securities of the applicable Fund or class of shares thereof and by a majority of both (i) the Board of Trustees and
 
Page 3 of 4
(ii) the Rule 12b-1 Trustees, cast in person at a meeting called, at least in part, for the purpose of voting on such approval.
 
(h)           Disinterested Trustees. While this Plan is in effect, at least a majority of the Trustees of the Trust must be Disinterested Trustees; only those Trustees may select and nominate any other Disinterested Trustees; and any person who acts as legal counsel for the Disinterested Trustees must be an “independent legal counsel” (as defined in the Act).
 
(i)            Records. The Trust shall preserve copies of this Plan and any related agreement or report made pursuant to this Plan or Rule 12b-1 for a period of not less than six years from the date of this Plan or any such agreement or report, the first two years in an easily accessible place.
 
(j)            Severability. The provisions of this Plan are severable as to each Fund or class of shares of a Fund, and any action to be taken with respect to this Plan shall be taken separately for each Fund or class of shares affected by the matter.
 
Adopted:  July 1, 2017
 
Page 4 of 4
Schedule A
Dated July 1, 2017
 
Fund
Class
Maximum
12b-1 FeeI
 
JNL/American Funds Balanced Fund
Class A
Class B
0.20%
None
 
JNL/American Funds Balanced Allocation Fund
Class A
Class B
0.20%
None
 
JNL/American Funds Blue Chip Income and Growth Fund
Class A
Class B
0.20%
None
 
JNL/American Funds Global Bond Fund
Class A
Class B
0.20%
None
 
JNL/American Funds Global Small Capitalization Fund
Class A
Class B
0.20%
None
 
JNL/American Funds Growth Allocation Fund
Class A
Class B
0.20%
None
 
JNL/American Funds Growth-Income Fund
Class A
Class B
0.20%
None
 
JNL/American Funds International Fund
Class A
Class B
0.20%
None
 
JNL/American Funds New World Fund
Class A
Class B
0.20%
None
 
JNL Multi-Manager Alternative Fund
Class A
 
0.20%
 
JNL Multi-Manager Mid Cap Fund
Class A
 
0.20%
 
JNL Multi-Manager Small Cap Growth Fund
Class A
Class B
0.20%
None
 
JNL Multi-Manager Small Cap Value Fund
Class A
Class B
0.20%
None
 
JNL Institutional Alt 20 Fund
 
Class A
 
None
 
JNL Institutional Alt 35 Fund
 
Class A
 
None
 
JNL Institutional Alt 50 Fund
 
Class A
 
None
 
JNL Alt 65 Fund
 
Class A
 
None
 
JNL/AB Dynamic Asset Allocation Fund
Class A
Class B
0.20%
None
 
JNL/AQR Large Cap Relaxed Constraint Equity Fund
Class A
Class B
0.20%
None
 
JNL/AQR Managed Futures Strategy Fund
Class A
Class B
0.20%
None
 
JNL/BlackRock Natural Resources Fund
Class A
Class B
0.20%
None
 
JNL/BlackRock Global Allocation Fund
Class A
Class B
0.20%
None
 
JNL/BlackRock Large Cap Select Growth Fund
Class A
Class B
0.20%
None
 
JNL/Boston Partners Global Long Short Equity Fund
Class A
Class B
0.20%
None
 
JNL/Brookfield Global Infrastructure and MLP Fund
Class A
Class B
0.20%
None
 
A-1
Fund
Class
Maximum
12b-1 Feei
 
JNL/Causeway International Value Select Fund
Class A
Class B
0.20%
None
 
JNL/Crescent High Income Fund
Class A
Class B
0.20%
None
 
JNL/DFA Growth Allocation Fund
 
Class A
 
0.20%
 
JNL/DFA Moderate Allocation Fund
 
Class A
 
0.20%
 
JNL/DFA U.S. Core Equity Fund
Class A
Class B
0.20%
None
 
JNL/DoubleLine® Emerging Markets Fixed Income Fund
Class A
Class B
0.20%
None
 
JNL/DoubleLine® Shiller Enhanced CAPE® Fund
Class A
Class B
0.20%
None
 
JNL/FPA + DoubleLine® Flexible Allocation Fund
Class A
Class B
0.20%
None
 
JNL/Franklin Templeton Founding Strategy Fund
Class A
None
 
JNL/Franklin Templeton Global Fund
Class A
Class B
0.20%
None
 
JNL/Franklin Templeton Global Multisector Bond Fund
Class A
Class B
0.20%
None
 
JNL/Franklin Templeton Income Fund
Class A
Class B
0.20%
None
 
JNL/Franklin Templeton International Small Cap Growth Fund
Class A
Class B
0.20%
None
 
JNL/Franklin Templeton Mutual Shares Fund
Class A
Class B
0.20%
None
JNL/Goldman Sachs Core Plus Bond Fund
Class A
Class B
0.20%
None
 
JNL/Goldman Sachs Emerging Markets Debt Fund
Class A
Class B
0.20%
None
 
JNL/Harris Oakmark Global Equity Fund
Class A
Class B
0.20%
None
 
JNL/Invesco China-India Fund
Class A
Class B
0.20%
None
 
JNL/Invesco Global Real Estate Fund
Class A
Class B
0.20%
None
 
JNL/Invesco International Growth Fund
Class A
Class B
0.20%
None
 
JNL/Invesco Mid Cap Value Fund
Class A
Class B
0.20%
None
 
JNL/Invesco Small Cap Growth Fund
Class A
Class B
0.20%
None
 
JNL/JPMorgan MidCap Growth Fund
Class A
Class B
0.20%
None
 
JNL/JPMorgan U.S. Government & Quality Bond Fund
Class A
Class B
0.20%
None
 
JNL/Lazard Emerging Markets Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital 10 x 10 Fund
Class A
None
 
JNL/Mellon Capital Index 5 Fund
Class A
None
 
A-2
Fund
Class
Maximum
12b-1 Feei
 
JNL/Mellon Capital Emerging Markets Index Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital European 30 Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital MSCI KLD 400 Social Index Fund
 
Class A
 
0.20%
 
JNL/Mellon Capital Pacific Rim 30 Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital S&P 500 Index Fund
Class A
Class B
0.20%
None
JNL/Mellon Capital S&P 400 MidCap Index Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital Small Cap Index Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital International Index Fund
Class A
Class B
0.20%
None
 
JNL/Mellon Capital Bond Index Fund
Class A
Class B
0.20%
None
JNL/Mellon Capital Utilities Sector Fund
Class A
Class B
0.20%
None
 
JNL/MFS Mid Cap Value Fund
Class A
Class B
0.20%
None
 
JNL/MMRS Conservative Fund
Class A
None
 
JNL/MMRS Growth Fund
Class A
None
 
JNL/MMRS Moderate Fund
Class A
None
 
JNL/Neuberger Berman Strategic Income Fund
Class A
Class B
0.20%
None
 
JNL/Oppenheimer Emerging Markets Innovator Fund
Class A
Class B
0.20%
None
 
JNL/Oppenheimer Global Growth Fund
Class A
Class B
0.20%
None
JNL/PIMCO Real Return Fund
Class A
Class B
0.20%
None
JNL/PIMCO Total Return Bond Fund
Class A
Class B
0.20%
None
 
JNL/PPM America Floating Rate Income Fund
Class A
Class B
0.20%
None
 
JNL/PPM America High Yield Bond Fund
Class A
Class B
0.20%
None
 
JNL/PPM America Mid Cap Value Fund
Class A
Class B
0.20%
None
 
JNL/PPM America Small Cap Value Fund
Class A
Class B
0.20%
None
 
JNL/PPM America Total Return Fund
Class A
Class B
0.20%
None
 
JNL/PPM America Value Equity Fund
Class A
Class B
0.20%
None
 
JNL/Red Rocks Listed Private Equity Fund
Class A
Class B
0.20%
None
 
A-3
 
Fund
Class
Maximum
12b-1 Feei
JNL/Scout Unconstrained Bond Fund
Class A
Class B
0.20%
None
 
JNL/T. Rowe Price Established Growth Fund
Class A
Class B
0.20%
None
JNL/T. Rowe Price Mid-Cap Growth Fund
Class A
Class B
0.20%
None
 
JNL/T. Rowe Price Short-Term Bond Fund
Class A
Class B
0.20%
None
 
JNL/T. Rowe Price Value Fund
Class A
Class B
0.20%
None
 
JNL/Westchester Capital Event Driven Fund
Class A
Class B
0.20%
None
 
JNL/WMC Balanced Fund
Class A
Class B
0.20%
None
 
JNL/WMC Government Money Market Fund
Class A
Class B
0.20%
None
 
JNL/WMC Value Fund
Class A
Class B
0.20%
None
JNL/S&P Competitive Advantage Fund
Class A
Class B
0.20%
None
JNL/S&P Dividend Income & Growth Fund
Class A
Class B
0.20%
None
JNL/S&P Intrinsic Value Fund
Class A
Class B
0.20%
None
JNL/S&P Total Yield Fund
Class A
Class B
0.20%
None
JNL/S&P Mid 3 Fund
Class A
Class B
0.20%
None
 
JNL/S&P International 5 Fund
Class A
0.20%
 
JNL/S&P 4 Fund
Class A
None
 
JNL/S&P Managed Aggressive Growth Fund
Class A
None
 
JNL/S&P Managed Conservative Fund
Class A
None
 
JNL/S&P Managed Growth Fund
Class A
None
 
JNL/S&P Managed Moderate Fund
Class A
None
 
JNL/S&P Managed Moderate Growth Fund
Class A
None
 
JNL Disciplined Growth Fund
Class A
None
 
JNL Disciplined Moderate Fund
Class A
None
 
JNL Disciplined Moderate Growth Fund
Class A
None
 
i As a percentage of the average daily net assets attributable to the specified class of shares.
 
A-4