EX. 99.28(h)(23)(i)
EX. 99.28(h)(23)(i)
12(d)(1) INVESTING AGREEMENT
This INVESTING AGREEMENT (the “Agreement”), dated as of August 13, 2018, is between JNL Series Trust, a business trust organized under the laws of Massachusetts, on behalf of itself and its separate series listed on Schedule A (each series, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule B (the “Vanguard Trusts”), on behalf of themselves and their respective series listed on Schedule B (each, a “Vanguard Fund”), severally and not jointly.
WHEREAS, each Investing Fund and each Vanguard Fund is an open-end management investment companies that is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, Sections 12(d)(1)(A) and (B) of the 1940 Act limit the ability of an investment company to invest in shares of another investment company, and therefore limit the ability of an Investing Fund to invest in shares of a Vanguard Fund;
WHEREAS, the Vanguard Trusts, on behalf of each of the Vanguard Funds, have obtained orders from the SEC, Investment Company Act Release No. 27386, dated May 31, 2006 (the “Index Order”) and Investment Company Act Release No. 32852, dated October 4, 2017 (the “Active Order” and, together with the Index Order, the “Orders”) that permit the Investing Funds to acquire shares of the Vanguard Funds in excess of the limits set forth in Sections 12(d)(1)(A) and permit the Vanguard Funds, and any principal underwriter for the Vanguard Funds, and any broker or dealer registered under the Securities Exchange Act of 1934 to sell shares of the Vanguard Funds beyond the limitations in Section 12(d)(1)(B) in accordance with the representations and conditions in the applications filed to obtain the Orders, File No. 812-13157, dated May 17, 2006, and File No. 812-14691, dated September 7, 2017 (the “Applications”); and
WHEREAS, each Investing Fund, from time to time, may want to acquire shares of one or more Vanguard Funds in excess of the limitations of Sections 12(d)(1)(A) and (B) in reliance on the Index Order, the Active Order, or the Orders.
NOW, THEREFORE, in consideration of the potential benefits to each Investing Fund and each Vanguard Fund arising out of the investment by an Investing Fund in the applicable Vanguard Funds, the parties agree as follows:
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1.
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Representations and Obligations of the Vanguard Funds
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(a) Each Vanguard Fund has provided to each Investing Fund through its investment adviser, Xxxxxxx National Asset Management, LLC, and its respective sub-adviser, BNY Mellon Asset Management North America Corporation, both of which are the Investing Funds’ designated agents for purposes of this Agreement true copies of: (i) the Applications, (ii) the Notice of Application, Investment Company Act Release No. 27314, dated May 5, 2006 and the Notice of Application, Investment Company Act Release No. 23810, dated September 8, 2017 (the “Notices”) and (iii) the Orders.
(b) Each Vanguard Fund agrees (i) to adhere to the terms and conditions of the Active Order, the Index Order, or the Orders, as applicable, and this Agreement and to participate in the proposed transactions in a manner that addresses the concerns underlying the Active Order, the Index Order, or the Orders, as applicable, and (ii) to promptly notify an the applicable Investing Fund(s) if a Vanguard Fund fails to comply with the terms and conditions of the Active Order, the Index Order, or the Orders, as applicable, or this Agreement.
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2.
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Representations and Obligations of the Investing Funds
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(a) Each Investing Fund hereby acknowledges receipt of the Applications, the Notices and the Orders.
(b) Pursuant to Condition 8 of the Index Order and/or Condition 14 of the Active Order, each Investing Fund represents and warrants that its board of trustees and its investment adviser understand the terms and conditions of the Active Order, the Index Order, or the Orders, as applicable, and that each agrees to fulfill its responsibilities under the applicable Order(s).
(c) Pursuant to Condition 8 of the Index Order and/or Condition 14 of the Active Order, each Investing Fund will promptly notify the Vanguard Funds in writing (which notification may be via email to the contact identified in Section 4 of this Agreement) at such time as its investment in the Vanguard Funds (i) exceeds any of the limits in Section 12(d)(1)(A)(i) or thereafter, (ii) falls below any of the limits in Section 12(d)(1)(A)(i). Each Investing Fund hereby acknowledges and agrees that it may rely on the Orders to invest in shares of the Vanguard Funds only and not to invest in shares of any other investment company.
(d) Each Investing Fund: (i) agrees to adhere to the terms and conditions of the Active Order, the Index Order, or the Orders, as applicable, and this Agreement, and to participate in the proposed transactions in a manner that addresses the concerns underlying the applicable Order(s); (ii) represents that investments in the Vanguard Funds will be consistent with the investment policies set forth in the Investment Fund’s registration statement; (iii) in the event that it exceeds the 5% or 10% limitation in Sections 12(d)(1)(A)(ii) and (iii), agrees to disclose in its prospectus the unique characteristics of investing in investment companies, including but not limited to, the expense structure and any additional expenses of investing in investment companies; and (iv) agrees to promptly notify the applicable Vanguard Fund(s) if such Investing Fund fails to comply with the terms and conditions of the Index Order, the Active Order, or the Orders, as applicable, or this Agreement.
(e) Each Investing Fund hereby represents that it intends to fully comply with the provisions of the 1940 Act, the rules and regulations promulgated thereunder and with NASD Conduct Rule 2830 (including any successor or replacement rule to NASD Conduct Rule 2830 that may be adopted by the Financial Industry Regulatory Authority (FINRA)) pertaining to funds of funds.
(f) The parties to this Agreement acknowledge that the receipt of any compensation by (i) an affiliated person of a Vanguard Fund, or an affiliated person of such person, for the purchase of shares of the Vanguard Funds by the Investing Funds, or (ii) an affiliated person of a Vanguard Fund, or an affiliated person of such person, for the sale of shares of the Vanguard Funds by the Vanguard Fund to the Investing Funds, may be prohibited by Section 17(e)(1) of the Act.
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3.
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Indemnification
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(a) Each Investing Fund, severally and not jointly, agrees to hold harmless, indemnify and defend each Vanguard Fund, including any principals, directors or trustees, officers, employees and agents (“Vanguard Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Vanguard Fund, including any Vanguard Agents, to the extent such Claims result from (i) a violation or alleged violation of any provision of this Agreement or (ii) a violation or alleged violation of the terms and conditions of the Index Order, the Active Order, or the Orders, as applicable, in each case by the Investing Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
(b) Each Vanguard Fund, severally and not jointly, agrees to hold harmless, indemnify and defend each Investing Fund, including any principals, directors or trustees, officers, employees and agents (“Investing Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or Claims asserted against an Investing Fund, including any Investing Fund Agents, to the extent such Claims result from (i) a violation or alleged violation of any provision of this Agreement or (ii) a violation or alleged violation of the terms and conditions of the Index Order, the Active Order, or the Orders, as applicable, in each case by the Vanguard Fund, its principals, directors or trustees, officers, employees, agents or advisers.
(c) Any indemnification pursuant to this Section shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending the applicable Claims.
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4.
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Notices
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Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement and the terms and conditions of the Index Order, the Active Order, or the Orders, as applicable, shall be in writing and shall be delivered to the contact identified below by (i) Federal Express or other comparable overnight courier, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) facsimile with confirmation during normal business hours. All notices, demands or requests so given will be deemed given when actually received as evidenced by written confirmation thereof.
If to an Investing Fund:
Xxxxx X. Xxxx
Senior Vice President, General Counsel
Xxxxxxx National Asset Management, LLC
0 Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Tel: 000-000-0000
Email: xxxxx.xxxx@xxxxxxx.xxx
If to the Vanguard Funds:
ETF Counsel
The Vanguard Group, Inc.
Legal Department, V26
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: 00x0_Xxxxxxx@xxxxxxxx.xxx
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3.
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Termination, Governing Law, Dispute Resolution
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(a) This Agreement will continue until terminated in writing by either party (i) upon thirty (30) days’ notice to the other party or (ii) immediately if the other party breaches any of its material obligations under this Agreement and such breach is not cured within fifteen (15) days following delivery of written notice of such breach.
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(b)
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This Agreement will be governed by Pennsylvania law without regard to choice of law principles.
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(c)
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Any dispute arising out of or related to this Agreement which cannot be resolved through discussions between the parties shall be settled by binding arbitration before a panel of three arbitrators in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association then applicable. Unless otherwise agreed upon by the parties, the arbitration hearings will be held in Philadelphia, Pennsylvania.
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6.
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Miscellaneous
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(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.
(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
(c) With the exception of Schedules A and B, which may be amended via email notification to the contact identified in Section 4 of this Agreement, no amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing in the manner provided by Section 4 and signed by a duly authorized representative of each party.
(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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JNL Series Trust, on behalf of itself and each
Investing Fund listed on Schedule A |
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By:
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/s/ Xxxxx X. Xxxxxxx
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Print Name:
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Xxxxx X. Xxxxxxx
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Title:
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Assistant Secretary
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Each Of The Vanguard Trusts, on behalf of itself
and the Vanguard Funds listed on Schedule B |
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By:
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/s/ Xxxxxxx X. Xxxxx
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Print Name:
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Xxxxxxx X. Xxxxx
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Title:
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Assistant Secretary
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SCHEDULE A
List of Investing Funds
(as of August 13, 2018)
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Investing Fund Name
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Adviser
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Sub-Adviser
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JNL/Vanguard Growth ETF Allocation Fund
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Xxxxxxx National Asset Management, LLC
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BNY Mellon Asset Management North America Corporation
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JNL/Vanguard Moderate Growth ETF Allocation Fund
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Xxxxxxx National Asset Management, LLC
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BNY Mellon Asset Management North America Corporation
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JNL/Vanguard Moderate ETF Allocation Fund
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Xxxxxxx National Asset Management, LLC
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BNY Mellon Asset Management North America Corporation
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SCHEDULE B
List of Vanguard Trusts and Vanguard Funds that offer an ETF Share Class
VANGUARD ADMIRAL FUNDS
Vanguard S&P 500 Value Index Fund
Vanguard S&P 500 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
VANGUARD BOND INDEX FUNDS
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
VANGUARD CHARLOTTE FUNDS
Vanguard Total International Bond Index Fund
VANGUARD INDEX FUNDS
Vanguard Extended Market Index Fund
Vanguard Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Value Index Fund
Vanguard Large-Cap Index Fund
Vanguard 500 Index Fund
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
Vanguard Emerging Markets Stock Index Fund
Vanguard European Stock Index Fund
Vanguard FTSE All-World ex-US Index Fund
Vanguard FTSE All-World ex-US Small-Cap Index Fund
Vanguard Pacific Stock Index Fund
Vanguard Total World Stock Index Fund
Vanguard Global ex-U.S. Real Estate Index Fund
VANGUARD MALVERN FUNDS
Vanguard Short-Term Inflation -Protected Securities Index Fund
VANGUARD MUNICIPAL BOND FUNDS
Vanguard Tax-Exempt Bond Index Fund
SCHEDULE B
List of Vanguard Trusts and Vanguard Funds that offer an ETF Share Class
VANGUARD SCOTTSDALE FUNDS
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Xxxxxxx 1000 Index Fund
Vanguard Xxxxxxx 1000 Value Index Fund
Vanguard Xxxxxxx 1000 Growth Index Fund
Vanguard Xxxxxxx 2000 Index Fund
Vanguard Xxxxxxx 2000 Value Index Fund
Vanguard Xxxxxxx 2000 Growth Index Fund
Vanguard Xxxxxxx 3000 Index Fund
VANGUARD SPECIALIZED FUNDS
Vanguard Dividend Appreciation Index Fund
VANGUARD STAR FUNDS
Vanguard Total International Stock Index Fund
VANGUARD TAX-MANAGED FUNDS
Vanguard Developed Markets Index Fund
VANGUARD WELLINGTON FUND
Vanguard U.S. Liquidity Factor ETF
Vanguard U.S. Minimum Volatility ETF
Vanguard U.S. Momentum Factor ETF
Vanguard U.S. Multifactor ETF
Vanguard U.S. Quality Factor ETF
Vanguard U.S. Value Factor ETF
VANGUARD WHITEHALL FUNDS
Vanguard High Dividend Yield Index Fund
Vanguard Emerging Markets Government Bond Index Fund
Vanguard International Dividend Appreciation Index Fund
Vanguard International High Dividend Yield Index Fund
VANGUARD WORLD FUNDS
Vanguard Communication Services Index Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Utilities Index Fund
Schedule B Last Updated: August 13, 2018
