File No. 333-235586
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2020
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1
JNL Variable Fund LLC
(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
Chicago, Illinois 60606
(Mailing Address)
With copies to:
EMILY J. BENNETT, ESQ. JNL Variable Fund LLC 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.
This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 shall become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
Title of securities being registered: Class A and Class I Shares of beneficial interest in the series of the registrant designated as the JNL/Mellon Nasdaq® 100 Index Fund.
No filing fee is required because the registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares (File Nos. 333-68105 and 811-09121).
JNL VARIABLE FUND LLC
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Letter to Contract Owners*
Notice of Special Meeting*
Contract Owner Voting Instructions*
Part A - Proxy Statement/Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
*Incorporated by reference from Registrant’s Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on December 23, 2019 and subsequently filed in definitive form pursuant to Rule 497 on February 10, 2020 (the “Registration Statement”).
Explanatory Note
This post-effective amendment is being filed solely for the purpose of including in the Registration Statement the opinion of Ropes & Gray LLP as to tax matters (Exhibit 12) for the reorganization of the JNL/Mellon S&P 1500 Growth Index Fund into the JNL/Mellon Nasdaq® 100 Index Fund.
JNL VARIABLE FUND LLC
PART C
OTHER INFORMATION
Item 15. Indemnification | ||||||
Article VI of the Registrant's Operating Agreement provides the Registrant shall indemnify each current and former member of its Board and each of its officers (including persons who serve at the Registrant 's request as directors, officers or managers of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise and each current and former Member’s and officer’s and such other person’s heirs, executors and administrators) (each hereinafter referred to as a "Covered Person") against all judgments, fines, settlements and expenses to the fullest extent authorized, and in the manner permitted, by applicable federal and state law, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person. The Registrant shall advance the expenses of Covered Persons who are parties to any Proceeding to the fullest extent 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. The Registrant 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 Registrant. 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 managers, 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 manager, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such manager, 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, managers 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 Operating Agreement (See Exhibit (2) above). | |||||
(6) | (a) | Jackson National Asset Management, LLC (“JNAM”) | ||||
(i) | ||||||
(ii) | ||||||
(iii) | ||||||
(iv) | ||||||
(v) | ||||||
(vi) | ||||||
(vii) | ||||||
(viii) | ||||||
(ix) | ||||||
(x) | ||||||
(xi) | ||||||
(xii) | ||||||
(xiii) | ||||||
(xiv) | ||||||
(b) | Mellon Investments Corporation (originally, Mellon Capital Management Corporation) (“Mellon”) | |||||
(i) | ||||||
(ii) | ||||||
(iii) | ||||||
(iv) | ||||||
(v) | ||||||
(vi) | ||||||
(vii) | ||||||
(viii) | ||||||
(ix) | ||||||
(x) | ||||||
(xi) | ||||||
(xii) | ||||||
(xiii) | ||||||
(xiv) | ||||||
(xv) | ||||||
(xvi) | ||||||
(xvii) | ||||||
(xviii) | ||||||
(xix) | ||||||
(xx) | ||||||
(xxi) | ||||||
(xxii) | ||||||
(xxiii) | ||||||
(7) | (i) | |||||
(ii) | ||||||
(iii) | ||||||
(8) | Not Applicable. | |||||
(9) | (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, 2010.13 (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, 2010.13 (This amendment removes JNL/AB Dynamic Asset Allocation Fund Ltd. as a party.) | |||||
(xiii) | ||||||
(10) | (a) | (i) | ||||
(ii) | ||||||
(iii) | ||||||
(b) | (i) | |||||
(ii) | ||||||
(iii) | ||||||
(iv) | ||||||
(v) | ||||||
(vi) | ||||||
(vii) | ||||||
(viii) | ||||||
(ix) | ||||||
(11) | ||||||
(12) | Opinion and Consent of Counsel regarding tax matters and consequences to members discussed in the Proxy Statement and Prospectus, attached hereto. | |||||
(13) | (a) | (i) | ||||
(ii) | ||||||
(iii) | ||||||
(iv) | ||||||
(v) | ||||||
(vi) | ||||||
(vii) | ||||||
(viii) | ||||||
(ix) | ||||||
(x) | ||||||
(xi) | ||||||
(xii) | ||||||
(xiii) | ||||||
(xiv) | ||||||
(xv) | ||||||
(b) | (i) | |||||
(ii) | ||||||
(iii) | ||||||
(c) | (i) | |||||
(ii) | ||||||
(d) | (i) | |||||
(ii) | ||||||
(e) | (i) | |||||
(ii) | ||||||
(f) | (i) | |||||
(ii) | ||||||
(iii) | ||||||
(g) | (i) | |||||
(ii) | ||||||
(iii) | ||||||
(iv) | ||||||
(v) | ||||||
(vi) | ||||||
(vii) | ||||||
(viii) | ||||||
(ix) | ||||||
(x) | ||||||
(14) | ||||||
(15) | None. | |||||
(16) | ||||||
(17) | ||||||
1 | Incorporated by reference to Registrant's initial registration statement on Form N-1A (333-68105; 811-09121) (“Registration Statement”) filed with the Securities and Exchange Commission (“SEC”) on November 30, 1998. |
2 | Incorporated by reference to Registrant's Post-Effective Amendment No. 29 to Registration Statement filed with the SEC on April 26, 2012. |
3 | Incorporated by reference to Registrant's Post-Effective Amendment No. 31 to Registration Statement filed with the SEC on April 26, 2013. |
4 | Incorporated by reference to Registrant's Post-Effective Amendment No. 33 to Registration Statement filed with the SEC on September 13, 2013. |
5 | Incorporated by reference to Registrant's Post-Effective Amendment No. 35 to Registration Statement filed with the SEC on April 25, 2014. |
6 | Incorporated by reference to Registrant's Post-Effective Amendment No. 38 to Registration Statement filed with the SEC on September 12, 2014. |
7 | Incorporated by reference to Registrant's Post-Effective Amendment No. 40 to Registration Statement filed with the SEC on April 24, 2015. |
8 | Incorporated by reference to Registrant's Post-Effective Amendment No. 42 to Registration Statement filed with the SEC on September 25, 2015. |
9 | Incorporated by reference to Registrant's Post-Effective Amendment No. 44 to Registration Statement filed with the SEC on April 22, 2016. |
10 | Incorporated by reference to Registrant's Post-Effective Amendment No. 46 to Registration Statement filed with the SEC on April 20, 2017. |
11 | Incorporated by reference to Registrant's Post-Effective Amendment No. 52 to Registration Statement filed with the SEC on September 21, 2017. |
12 | Incorporated by reference to Registrant's Post-Effective Amendment No. 54 to Registration Statement filed with the SEC on April 26, 2018. |
13 | Incorporated by reference to Registrant's Post-Effective Amendment No. 57 to Registration Statement filed with the SEC on April 25, 2019. |
14 | Incorporated by reference to Registrant’s Pre-Effective Amendment No.1 to its Registration Statement on Form N-14 filed with the SEC on December 23, 2019. |
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 12th day of May 2020. | ||
JNL VARIABLE FUND LLC | ||
/s/ Emily J. Bennett * | ||
Emily J. Bennett | ||
Assistant 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/ Emily J. Bennett * | May 12, 2020 | |
Eric O. Anyah | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Michael Bouchard | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Ellen Carnahan | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
William Crowley | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Michelle Engler | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
John W. Gillespie | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
William R. Rybak | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Mark S. Wehrle | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Edward C. Wood | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Patricia A. Woodworth | ||
Manager | ||
/s/ Emily J. Bennett * | May 12, 2020 | |
Mark D. Nerud | ||
Manager, President and Chief Executive Officer (Principal Executive Officer) | ||
/s / Emily J. Bennett * | May 12, 2020 | |
Daniel W. Koors | ||
Vice President, 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 Proxy Statement and Prospectus. | |||||||||