EMILY J. BENNETT, ESQ. JNL Series Trust 1 Corporate Way Lansing, Michigan 48951 | PAULITA PIKE, ESQ. Ropes & Gray LLP 191 North Wacker Drive Chicago, Illinois 60606 |
| Item 15. Indemnification. | |||
Amended and Restated Declaration of Trust: Article IV of the Registrant’s Amended and Restated Declaration of Trust, as amended, provides that each of its Trustees and Officers (including persons who serve at the Registrant’s request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise) (each, a “Covered Person”) shall be indemnified by the Registrant against all liabilities and expenses that may be incurred by reason of being or having been such a Covered Person, except that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. | |||
| Article IV, Section 4.3 of the Registrant’s Amended and Restated Declaration of Trust, as amended, provides the following: | |||
(a) | Subject to the exceptions and limitations contained in paragraph (b) below: | ||
| (i) | every person who is, or has been, a Trustee, officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) shall be indemnified by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series (unless the Series was terminated prior to any such liability or claim being known to the Trustees, in which case such obligations, to the extent not satisfied out of the assets of a Series, the obligation shall be an obligation of the Trust), to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; | ||
| (ii) | the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. | ||
(b) | No indemnification shall be provided hereunder to a Trustee or officer: | ||
| (i) | against any liability to the Trust, a Series thereof or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; | ||
| (ii) | with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or a Series thereof; | ||
| (iii) | in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: | ||
| (A) | by the court or other body approving the settlement or other disposition; | ||
| (B) | based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (i) vote of a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees then in office act on the matter) or (ii) written opinion of independent legal counsel; or | ||
| (C) | by a vote of a majority of the Shares outstanding and entitled to vote (excluding Shares owned of record or beneficially by such individual). | ||
(c) | The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such a person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust or any Series thereof other than Trustees and officers may be entitled by contract or otherwise under law. | ||
(d) | Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust or a Series thereof prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either: | ||
| (i) | such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust or Series thereof shall be insured against losses arising out of any such advances; or | ||
| (ii) | a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. | ||
As used in Section 4.3 of the Registrant’s Amended and Restated Declaration of Trust, a “Non-interested Trustee” is one who (i) is not an Interested Person of the Trust (including anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (ii) is not involved in the claim, action, suit or proceeding. | |||
Indemnification Arrangements: The foregoing indemnification arrangements are subject to the provisions of Section 17(h) of the Investment Company Act of 1940. | |||
| Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. | |||
| In addition to the above indemnification, Jackson National Life Insurance Company extends its indemnification of its own officers, directors and employees to cover such persons’ activities as officers, trustees or employees of the Registrant. | |||
| Item 16. Exhibits | |||||
| (1) | |||||
| (2) | |||||
| (3) | Not Applicable. | ||||
| (4) | |||||
| (5) | Provisions of instruments defining the rights of holders of the securities being registered are contained in the Registrant’s Amended and Restated Agreement and Declaration of Trust and By-laws (See Exhibits (1) and (2) above). | ||||
| (6) | (a) | Jackson National Asset Management, LLC (“JNAM”) | |||
(i) | |||||
| (ii) | |||||
(b) | BlackRock Investment Management, LLC (“BlackRock”) | ||||
(i) | |||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(ix) | |||||
(x) | |||||
(xi) | |||||
(xii) | |||||
(xiii) | |||||
(xiv) | |||||
(xv) | |||||
(xvi) | |||||
(xvii) | |||||
(c) | Dimensional Fund Advisors LP (“DFA”) | ||||
(i) | |||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(ix) | |||||
(x) | |||||
(xi) | |||||
(xii) | |||||
(xiii) | |||||
| (7) | (i) | ||||
(ii) | |||||
| (8) | Not Applicable. | ||||
| (9) | (a) | (i) | |||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(ix) | |||||
(x) | |||||
(xi) | |||||
(xii) | |||||
(xiii) | |||||
(xiv) | |||||
(xv) | |||||
(xvi) | |||||
(xvii) | |||||
(xviii) | |||||
(xix) | |||||
(xx) | |||||
(xxi) | |||||
(xxii) | |||||
(xxiii) | |||||
(xxiv) | |||||
(xxv) | |||||
(xxvi) | |||||
(xxvii) | |||||
(xxviii) | |||||
(xxix) | |||||
(xxx) | |||||
(xxxi) | |||||
(xxxii) | |||||
(b) | (i) | ||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(ix) | |||||
(x) | |||||
(xi) | Amendment, effective August 13, 2018, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010.23 (This amendment adds JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. and JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., additional “Cayman Entities,” as parties.) | ||||
(xii) | Amendment, effective April 29, 2019, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010.24 (This amendment removes JNL/AB Dynamic Asset Allocation Fund Ltd. as a party.) | ||||
(xiii) | |||||
(xiv) | Amendment, effective April 27, 2020, to Custody Agreement between Registrant, State Street, RICs, Cayman Entities, and PPM Funds, dated December 30, 2010.26 (This amendment removes JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., JNL/Neuberger Berman Commodity Strategy Fund Ltd., and certain registered investment companies, as parties.) | ||||
(xv) | |||||
(xvi) | |||||
(xvii) | |||||
(xviii) | |||||
| (10) | (a) | (i) | |||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(b) | (i) | ||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(ix) | |||||
(x) | |||||
(xi) | |||||
(xii) | |||||
(xiii) | |||||
(xiv) | |||||
(xv) | |||||
| (11) | |||||
| (12) | Opinion and Consent of Counsel regarding tax matters and consequences to shareholders discussed in the Registration Statement on Form N-14 previously filed on December 16, 2021, attached hereto. | ||||
| (13) | (a) | (i) | |||
(ii) | |||||
(b) | (i) | ||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(c) | (i) | ||||
(ii) | |||||
(iii) | |||||
(d) | (i) | ||||
(ii) | |||||
(iii) | |||||
(e) | (i) | ||||
(ii) | |||||
(iii) | |||||
(f) | (i) | ||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(g) | (i) | ||||
(ii) | |||||
(iii) | |||||
(iv) | |||||
(v) | |||||
(vi) | |||||
(vii) | |||||
(viii) | |||||
(ix) | |||||
(x) | |||||
(xi) | |||||
(xii) | |||||
(xiii) | |||||
(xiv) | |||||
(xv) | |||||
(xvi) | |||||
(xvii) | |||||
(14) | |||||
(15) | None. | ||||
(16) | |||||
(17) | Not Applicable. | ||||
| Incorporated by reference to Registrant's Post-Effective Amendment No. 73 to its registration statement on Form N-1A (033-87244; 811-8894) (“Registration Statement on Form N-1A”) filed with the Securities and Exchange Commission (“SEC”) on September 23, 2009. | |||||
2 | Incorporated by reference to Registrant's Post-Effective Amendment No. 74 to its Registration Statement on Form N-1A filed with the SEC on December 18, 2009. | ||||
3 | Incorporated by reference to Registrant's Post-Effective Amendment No. 78 to its Registration Statement on Form N-1A filed with the SEC on April 30, 2010. | ||||
4 | Incorporated by reference to Registrant's Post-Effective Amendment No. 83 to its Registration Statement on Form N-1A filed with the SEC on October 8, 2010. | ||||
5 | Incorporated by reference to Registrant's Post-Effective Amendment No. 86 to its Registration Statement on Form N-1A filed with the SEC on January 3, 2011. | ||||
6 | Incorporated by reference to Registrant's Post-Effective Amendment No. 89 to its Registration Statement on Form N-1A filed with the SEC on April 29, 2011. | ||||
7 | Incorporated by reference to Registrant's Post-Effective Amendment No. 95 to its Registration Statement on Form N-1A filed with the SEC on August 26, 2011. | ||||
8 | Incorporated by reference to Registrant's Post-Effective Amendment No. 99 to its Registration Statement on Form N-1A filed with the SEC on December 9, 2011. | ||||
9 | Incorporated by reference to Registrant's Post-Effective Amendment No. 104 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2012. | ||||
10 | Incorporated by reference to Registrant's Post-Effective Amendment No. 108 to its Registration Statement on Form N-1A filed with the SEC on December 19, 2012. | ||||
11 | Incorporated by reference to Registrant's Post-Effective Amendment No. 111 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2013. | ||||
12 | Incorporated by reference to Registrant's Post-Effective Amendment No. 116 to its Registration Statement on Form N-1A filed with the SEC on September 13, 2013. | ||||
13 | Incorporated by reference to Registrant's Post-Effective Amendment No. 121 to its Registration Statement on Form N-1A filed with the SEC on April 25, 2014. | ||||
14 | Incorporated by reference to Registrant's Post-Effective Amendment No. 125 to its Registration Statement on Form N-1A filed with the SEC on September 12, 2014. | ||||
15 | Incorporated by reference to Registrant's Post-Effective Amendment No. 129 to its Registration Statement on Form N-1A filed with the SEC on April 24, 2015. | ||||
16 | Incorporated by reference to Registrant's Post-Effective Amendment No. 134 to its Registration Statement on Form N-1A filed with the SEC on September 25, 2015. | ||||
17 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 139 to its Registration Statement on Form N-1A filed with the SEC on April 22, 2016. | ||||
18 | Incorporated by reference to Registrant's Post-Effective Amendment No. 144 to its Registration Statement on Form N-1A filed with the SEC on September 16, 2016. | ||||
19 | Incorporated by reference to Registrant's Post-Effective Amendment No. 146 to its Registration Statement on Form N-1A filed with the SEC on December 16, 2016. | ||||
20 | Incorporated by reference to Registrant's Post-Effective Amendment No. 149 to its Registration Statement on Form N-1A filed with the SEC on April 21, 2017. | ||||
21 | Incorporated by reference to Registrant's Post-Effective Amendment No. 155 to its Registration Statement on Form N-1A filed with the SEC on September 22, 2017. | ||||
22 | Incorporated by reference to Registrant's Post-Effective Amendment No. 157 to its Registration Statement on Form N-1A filed with the SEC on April 27, 2018. | ||||
23 | Incorporated by reference to Registrant's Post-Effective Amendment No. 161 to its Registration Statement on Form N-1A filed with the SEC on August 10, 2018. | ||||
24 | Incorporated by reference to Registrant's Post-Effective Amendment No. 166 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2019. | ||||
25 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 168 to its Registration Statement on Form N-1A filed with the SEC on December 16, 2019. | ||||
26 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 171 to its Registration Statement on Form N-1A filed with the SEC on April 23, 2020. | ||||
27 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 174 to its Registration Statement on Form N-1A filed with the SEC on December 11, 2020. | ||||
28 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 177 to its Registration Statement on Form N-1A filed with the SEC on April 22, 2021. | ||||
29 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 179 to its Registration Statement on Form N-1A filed with the SEC on December 13, 2021. | ||||
30 | Incorporated by reference to Registrant’s Registration Statement on Form N-14 filed with the SEC on December 16, 2021. | ||||
31 | Incorporated by reference to Registrant’s Post-Effective Amendment No. 182 to its Registration Statement on Form N-1A filed with the SEC on April 21, 2022. | ||||
| Item 17. Undertakings. | ||||
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement on Form N-14 by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement on Form N-14 and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant agrees to file an executed copy of the opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this Registration Statement on Form N-14 within a reasonable time after receipt of such opinion. | ||||
| SIGNATURES | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City of Lansing and the State of Michigan on the 3rd day of May, 2022. | ||||
| JNL SERIES TRUST | ||||
Emily J. Bennett | ||||
Assistant Secretary | ||||
| As required by the 1933 Act, this Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated. | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Eric O. Anyah | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Michael Bouchard | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Ellen Carnahan | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Michelle Engler | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
John W. Gillespie | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
William R. Rybak | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Mark S. Wehrle | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Edward C. Wood | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Patricia A. Woodworth | ||||
Trustee | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Mark D. Nerud | ||||
Trustee, President and Chief Executive Officer (Principal Executive Officer) | ||||
/s/ Emily J. Bennett * | May 3, 2022 | |||
Andrew Tedeschi | ||||
Treasurer and Chief Financial Officer (Principal Financial Officer) | ||||
* By Emily J. Bennett, Attorney In Fact | ||||
| EXHIBIT LIST | ||||
(12) | Opinion and Consent of Counsel regarding tax matters and consequences to shareholders discussed in the Registration Statement on Form N-14 previously filed on December 16, 2021 | |||
