File No. 333-218728
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 5
Post-Effective Amendment No. [ ]
Jackson Variable Series Trust
(Exact Name of Registrant as Specified in Charter)
1 Corporate Way
Lansing, Michigan 48951
(Address of Principal Executive Offices)
(517) 381-5500
(Registrant's Area Code and Telephone Number)
225 West Wacker Drive
Suite 1200
Chicago, Illinois 60606
(Mailing Address)
With copies to:
EMILY J. BENNETT, ESQ. Jackson Variable Series Trust 1 Corporate Way Lansing, Michigan 48951 | PAULITA PIKE, ESQ. Ropes & Gray LLP 191 North Wacker Drive Chicago, Illinois 60606 |
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note: This Pre-Effective Amendment consists of the following:
1. Facing Sheet of the Registration Statement
2. Part C to the Registration Statement (including Signature page)
3. Exhibit (14) to Item 16 to the Registration Statement
This Pre-Effective Amendment is being filed solely to file a Consent of Independent Registered Public Accounting Firm, dated July 21, 2017 as Exhibit (14) to Item 16 to this Registration Statement on Form N-14 (the "Registration Statement").
Part A and Part B are incorporated by reference to Part A and Part B, respectively, of the Registration Statement on Form N-14 of Jackson Variable Series Trust (the "Registrant") under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission (the "SEC") on June 14, 2017, amended on June 19, 2017, June 26, 2017, July 18, 2017, and July 20, 2017 (File No. 333-218728).
PART C OTHER INFORMATION Item 15. Indemnification Article VIII of the Registrant's Agreement and Declaration of Trust 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 VI of the Registrant's By-Laws provides the following: The Trust shall provide any indemnification required by applicable law and shall indemnify Trustees, officers, agents and employees as follows: (a) The Trust shall indemnify any current or former Trustee, officer and agents of the Trust (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust as any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Trust) by reason of the fact that such person is or was such Trustee or officer or an employee or agent of the Trust, or is or was serving at the request of the Trust as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent authorized and in the manner permitted by applicable federal and state law, provided he or she acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not reasonably believe his or her actions to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. (b) The Trust shall indemnify any current and former Trustee or officer of the Trust who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that such person is or was such Trustee or officer or an employee or agent of the Trust, or is or was serving at the request of the Trust as a director, officer, employee or agent of another corporation, partnership, joint venture, Trust or other enterprise to the fullest extent authorized and in the manner permitted by applicable federal and state law, against expenses (including attorneys' fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit. (c) To the extent that a Trustee or officer of the Trust has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subparagraphs (a) or (b) above or in defense of any claim, issue or matter therein, such person shall be indemnified to the fullest extent authorized and in the manner permitted by applicable federal and state law against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity for the determination as to the standard of conduct as provided in subparagraph (d). (d) Expenses incurred in defending a civil or criminal action, writ or proceeding may be paid by the Trust in advance of the final disposition of such action, suit or proceeding, as authorized in the particular case, upon receipt of an undertaking by or on behalf of the Trustee or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Trust as authorized herein. Such determination must be made by disinterested Trustees or independent legal counsel. Prior to any payment being made pursuant to this paragraph, a majority of a quorum of the disinterested, non-party Trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. (e) The Trust shall advance the expenses of Covered Persons who are parties to any Proceeding to the fullest extent authorized, and in the manner permitted, by applicable federal and state law. For purposes of this paragraph, "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. (f) Pursuant and subject to Article VI, the Trust shall indemnify each Covered Person against, or advance the expenses of any Covered Person for, the amount of any deductible provided in any liability insurance policy maintained by the Trust. (g) Agents and employees of the Trust who are not Trustees or officers of the Trust may be indemnified under the same standards and procedures set forth above, in the discretion of the Board. (h) Any indemnification pursuant to this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a Trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. (i) Nothing in the Declaration or in these By-Laws shall be deemed to protect any Trustee or officer of the Trust against any liability to the Trust or to its Shareholders to which such person would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. (j) The Trust shall have the power to purchase and maintain insurance on behalf of any person against any liability asserted against or incurred by such person, whether or not the Trust would have the power to indemnify such person against such liability under the provisions of this Article. Nevertheless, insurance will not be purchased or maintained by the Trust if the purchase or maintenance of such insurance would result in the indemnification of any person in contravention of any rule or regulation and/or interpretation of the Securities and Exchange Commission. 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) | Amended and Restated Agreement and Declaration of Trust of Registrant dated April 27, 2015.11 | |||
| (2) | Amended and Restated By-Laws of Registrant dated March 8, 2017.15 | |||
| (3) | Not Applicable | |||
| (4) | Plan of Reorganization; filed as Appendix A to the Proxy Statement and Prospectus set forth as Part A of this Registration Statement on Form N-14.17 | |||
| (5) | Provisions of instruments defining the rights of holders of the securities being registered are contained in the Registrant's Amended and Restated Declaration of Trust and By-laws (Exhibits (1) and (2)). | |||
| (6) | (a) | Jackson National Asset Management, LLC ("JNAM") | ||
| (i) | Investment Advisory and Management Agreement between JNAM and Registrant dated April 27, 2015.11 | |||
| (ii) | Amendment effective September 28, 2015 to the Advisory and Management Agreement between JNAM and Registrant dated April 27, 2015.13 | |||
| (iii) | Amendment effective April 25, 2016 to the Advisory and Management Agreement between JNAM and Registrant dated April 27, 2015.14 | |||
| (7) | (a) | (i) | Amended and Restated Distribution Agreement between Registrant and Jackson National Life Distributors LLC ("JNLD"), effective September 10, 2012.5 | |
| (ii) | Amendment, effective April 29, 2013, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.6 | |||
| (iii) | Amendment, effective September 16, 2013, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.7 | |||
| (iv) | Amendment, effective December 31, 2013, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012. 9 | |||
| (v) | Amendment, effective April 28, 2014, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.9 | |||
| (vi) | Amendment, effective September 15, 2014, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.10 | |||
| (vii) | Amendment, effective April 27, 2015, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.11 | |||
| (viii) | Amendment, effective September 28, 2015, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.13 | |||
| (ix) | Amendment, effective April 25, 2016, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.14 | |||
| (x) | Amendment, effective October 1, 2016, to Amended and Restated Distribution Agreement between Registrant and JNLD dated September 10, 2012.15 | |||
| (8) | Not Applicable. | |||
| (9) | (a) | (i) | Master Global Custody Agreement between Curian Series Trust, an affiliated company of the Registrant, and JPMorgan Chase Bank, N.A. ("JPMorgan Chase") dated March 24, 2011.1 | |
| (ii) | Mutual Fund Rider, dated March 24, 2011, to the Global Custody Agreement between Curian Series Trust, an affiliated company of the Registrant, and JPMorgan Chase dated March 24, 2011.1 | |||
| (iii) | Addendum, dated November 30, 2011, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.2 | |||
| (iv) | Amendment, effective March 1, 2012, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.4 | |||
| (v) | Amendment, effective September 10, 2012, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.5 | |||
| (vi) | Amendment, effective December 14, 2012, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.6 | |||
| (vii) | Amendment, effective April 29, 2013, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.6 | |||
| (viii) | Amendment, effective September 16, 2013, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.7 | |||
| (ix) | Amendment, effective April 28, 2014, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.9 | |||
| (x) | Amendment, effective September 15, 2014, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.10 | |||
| (xi) | Amendment, effective April 27, 2015, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.11 | |||
| (xii) | Amendment, effective June 19, 2015, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.13 | |||
| (xiii) | Amendment, effective July 1, 2015, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.13 | |||
| (xiv) | Amendment, effective September 28, 2015, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.13 | |||
| (xv) | Amendment, effective April 20, 2016, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.14 | |||
| (xvi) | Amendment, effective April 25, 2016, to Master Global Custody Agreement between Registrant and JPMorgan Chase dated March 24, 2011.14 | |||
| (10) | (a) | (i) | Distribution Plan, effective September 10, 2012.5 | |
| (ii) | Amendment to Distribution Plan, dated September 11, 2012.6 | |||
| (iii) | Amendment to Distribution Plan, effective April 29, 2013.6 | |||
| (iv) | Amendment to Distribution Plan, effective September 16, 2013.7 | |||
| (v) | Amendment to Distribution Plan, effective April 28, 2014.9 | |||
| (vi) | Amendment to Distribution Plan, effective September 15, 2014.10 | |||
| (vii) | Amendment to Distribution Plan, effective April 27, 2015.11 | |||
| (viii) | Amendment to Distribution Plan, effective September 28, 2015.13 | |||
| (ix) | Amendment to Distribution Plan, effective April 25, 2016.14 | |||
| (x) | Amendment to Distribution Plan, effective October 1, 2016.15 | |||
| (11) | Opinion and Consent of Counsel regarding legality of shares being registered, incorporated by reference to Registrant's Registration Statement filed on Form N-14.16 | |||
| (12) | Opinion and Consent of Counsel regarding tax matters and consequences to members discussed in the Prospectus/Proxy Statement, to be filed by amendment. | |||
| (13) | (a) | (i) | Administration Agreement between Registrant and JNAM dated April 27, 2015.11 | |
| (ii) | Amendment effective September 28, 2015 to the Administration Agreement between Registrant and JNAM dated April 27, 2015.13 | |||
| (iii) | Amendment effective October 1, 2015 to the Administration Agreement between Registrant and JNAM dated April 27, 2015.13 | |||
| (iv) | Amendment effective April 25, 2016 to the Administration Agreement between Registrant and JNAM dated April 27, 2015.14 | |||
| (v) | Amendment effective September 14, 2016 to the Administration Agreement between Registrant and JNAM dated April 27, 2015.15 | |||
| (b) | (i) | Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.2 | ||
| (ii) | Amendment, effective March 1, 2012, to the Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.4 | |||
| (iii) | Amendment, effective September 10, 2012, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.5 | |||
| (iv) | Amendment, effective April 29, 2013, to the Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.6 | |||
| (v) | Amendment, effective August 28, 2013, to the Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.8 | |||
| (vi) | Amendment, effective September 16, 2013, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.7 | |||
| (vii) | Amendment, effective April 28, 2014, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.9 | |||
| (viii) | Amendment, effective August 21, 2014, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.10 | |||
| (ix) | Amendment, effective September 15, 2014, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.10 | |||
| (x) | Amendment, effective April 27, 2015, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.11 | |||
| (xi) | Amendment, effective September 28, 2015, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.13 | |||
| (xii) | Amendment, effective April 25, 2016, to Transfer Agency Agreement between Registrant and JNAM dated November 29, 2011.14 | |||
| (c) | Anti-Money Laundering Agreement between Registrant and Jackson National Life, dated January 1, 2012.2 | |||
| (d) | (i) | Master InterFund Lending Agreement, dated as April 27, 2015, by and among the series listed of the Registrant, JNL Series Trust, JNL Investors Series Trust, JNL Variable Fund LLC, JNL Strategic Income Fund LLC, JNAM, Curian Series Trust, and Curian Capital, LLC.11 | ||
| (ii) | Amendment, effective February 2, 2016, to Master Interfund Lending Agreement dated April 27, 2015.14 | |||
| (e) | Initial Capital Agreement, dated November 30, 2011, between Registrant and Jackson National Life.2 | |||
(f) | (i) | Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company and its Separate Accounts, dated April 1, 2016.14 | ||
(g) | (i) | Amended and Restated Contract Owner Information Agreement, pursuant to Rule 22c-2 between Registrant and Jackson National Life Insurance Company of New York and its Separate Accounts, dated April 1, 2016.14 | ||
| (14) | Consent of Independent Registered Public Accounting Firm, attached hereto. | |||
| (15) | None. | |||
| (16) | Powers of Attorney, dated July 13, 2017.18 | |||
| (17) | Form of Voting Instructions and Proxy Card, incorporated by reference to Registrant's Registration Statement filed on Form N-14.17 | |||
1 | Incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to its registration statement on Form N-1A (333-177369; 811-22613) ("Registration Statement") filed with the Securities and Exchange Commission ("SEC") on October 19, 2011. | |||
2 | Incorporated by reference to Registrant's Pre-Effective Amendment No. 2 to its Registration Statement on Form N-1A filed with the SEC on January 26, 2012. | |||
3 | Incorporated by reference to Registrant's Post-Effective Amendment No. 2 to its Registration Statement on Form N-1A filed with the SEC on March 1, 2012. | |||
4 | Incorporated by reference to Registrant's Post-Effective Amendment No. 4 to its Registration Statement on Form N-1A filed with the SEC on April 26, 2012. | |||
5 | Incorporated by reference to Registrant's Post-Effective Amendment No. 9 to its Registration Statement on Form N-1A filed with the SEC on August 24, 2012. | |||
6 | Incorporated by reference to Registrant's Post-Effective Amendment No. 13 to its Registration Statement on Form N-1A filed with the SEC on April 25, 2013. | |||
7 | Incorporated by reference to Registrant's Post-Effective Amendment No. 17 to its Registration Statement on Form N-1A filed with the SEC on September 13, 2013. | |||
8 | Incorporated by reference to Registrant's Post-Effective Amendment No. 21 to its Registration Statement on Form N-1A filed with the SEC on March 14, 2014. | |||
9 | Incorporated by reference to Registrant's Post-Effective Amendment No. 22 to its Registration Statement on Form N-1A filed with the SEC on April 25, 2014. | |||
10 | Incorporated by reference to Registrant's Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A filed with the SEC on January 16, 2015. | |||
11 | Incorporated by reference to Registrant's Post-Effective Amendment No. 26 to its Registration Statement on Form N-1A filed with the SEC on April 24, 2015. | |||
12 | Incorporated by reference to Registrant's Post-Effective Amendment No. 28 to its Registration Statement on Form N-1A filed with the SEC on June 9, 2015. | |||
13 | Incorporated by reference to Registrant's Post-Effective Amendment No. 31 to its Registration Statement on Form N-1A filed with the SEC on September 25, 2015. | |||
14 | Incorporated by reference to Registrant's Post-Effective Amendment No. 33 to its Registration Statement on Form N-1A filed with the SEC on April 22, 2016. | |||
15 | Incorporated by reference to Registrant's Post-Effective Amendment No. 35 to its Registration Statement on Form N-1A filed with the SEC on April 21, 2017. | |||
16 | Incorporated by reference to Registrant's Registration Statement filed on Form N-14 filed with the SEC on June 14, 2017. | |||
17 | Incorporated by reference to Registrant's Registration Statement filed on Form N-14 filed with the SEC on June 26, 2017. | |||
18 | Incorporated by reference to Registrant's Registration Statement filed on POS EX filed with the SEC on July 18, 2017. | |||
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 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 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 within a reasonable time after receipt of such opinion.
| SIGNATURES | ||
| As required by the Securities Act of 1933, as amended (the "1933 Act"), this Registration Statement has been signed on behalf of the Registrant, in the City of Lansing and the State of Michigan on the 21st day of July 2017. | ||
| JACKSON VARIABLE SERIES TRUST | ||
| /s/ Susan S. Rhee | ||
| Susan S. Rhee | ||
| Vice President, Chief Legal Officer, and Secretary | ||
| As required by the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. | ||
| /s/ David W. Agostine by Susan S. Rhee * | July 21, 2017 | |
| David W. Agostine | ||
| Trustee | ||
| /s/ Gregory P. Contillo by Susan S. Rhee * | July 21, 2017 | |
| Gregory P. Contillo | ||
| Trustee | ||
| /s/ Dylan E. Taylor by Susan S. Rhee * | July 21, 2017 | |
| Dylan E. Taylor | ||
| Trustee | ||
| /s/ Mark S. Wehrle by Susan S. Rhee * | July 21, 2017 | |
| Mark S. Wehrle | ||
| Trustee | ||
| /s/ Scot T. Wetzel by Susan S. Rhee * | July 21, 2017 | |
| Scot T. Wetzel | ||
| Trustee | ||
| /s/ Mark D. Nerud by Susan S. Rhee * | July 21, 2017 | |
| Mark D. Nerud | ||
| President and Chief Executive Officer | ||
| /s/ Daniel W. Koors by Susan S. Rhee * | July 21, 2017 | |
| Daniel W. Koors | ||
| Treasurer and Chief Financial Officer | ||
| * By Susan S. Rhee, Attorney In Fact | ||
EXHIBIT LIST
Exhibit Number | Exhibit Description |
| (14) | Consent of Independent Registered Public Accounting Firm |