PLAN OF REORGANIZATION
This PLAN OF REORGANIZATION ("Plan") is made as of this 24th day of
February, 2005, by and between (i) JNL Variable Fund LLC, a limited liability
company created under the laws of the State of Delaware, with its principal
place of business at 0 Xxxxxxxxx Xxx, Xxxxxxx Xxxxxxxx ("VF, LLC"), with respect
to its series, JNL/Mellon Capital Management JNL 5 Fund ("Acquiring Fund"); and
(ii) JNL Variable Fund V LLC, a limited liability company created under the laws
of the State of Delaware, with its principal place of business at 0 Xxxxxxxxx
Xxx, Xxxxxxx Xxxxxxxx (VFV, LLC), with respect to its series, JNL/Mellon Capital
Management The Dow 10 Fund ("Acquired Fund").
SUMMARY OF PLAN
Pursuant to the Plan, the Acquiring Fund will acquire substantially all of
the property, assets and goodwill of the Acquired Fund in exchange for certain
shares of the Acquiring Fund as more fully described below. Also pursuant to the
Plan, the Acquired Fund will be dissolved as soon as practical after the Closing
Date defined below.
AGREEMENT
In consideration of the mutual promises, covenants and agreements set forth
herein, as well as the transfers of shares and assets to be transferred pursuant
to the Plan, and intending to consummate the Plan and otherwise legally be
bound, VF, LLC and VFV, LLC, and each of them, hereby AGREE as follows:
1. SALE AND TRANSFER OF ASSETS, LIQUIDATION AND DISSOLUTION OF THE ACQUIRED
FUND
(a) VF, LLC shall convey, transfer and deliver to the Acquiring Fund at
the Closing all of the Acquired Fund's net assets. "Net Assets" shall
constitute all of the then existing assets, free and clear of all
liens, encumbrances, and claims whatsoever (other than shareholders'
rights of redemption), except for (A) any and all rights that the
Acquired Fund may have over and against any person that may have
accrued up to and including the close of business on the closing date
defined in Section 3 of this Plan ("Closing Date") and (B) such cash,
bank deposits, or cash equivalent securities of the Acquired Fund as
VF, LLC estimates will be necessary to pay such contingent
liabilities, if any, as the Board of Managers of VF, LLC shall
reasonably deem to exist against the Acquired Fund at the Closing
Date, which contingent liabilities shall be established on the
Acquired Fund's books as liability reserves.
(b) VF, LLC shall deliver at the Closing to VFV, LLC the number of shares
of the Acquiring Fund ("Acquiring Fund Shares") determined by dividing
the net asset value per share of the Class A shares of the Acquired
Fund (the "Acquired Fund Shares") by the net asset value per share of
the Acquiring Fund, and multiplying the result thereof by the number
of outstanding Acquired Fund Shares, as of 4:00 p.m. Eastern time on
the Closing Date. All such values shall be determined in the manner
and as of the time set forth in Section 2 of this Plan.
(c) As soon as reasonably practical following the Closing, VFV, LLC shall
dissolve the Acquired Fund and shall distribute pro rata to the
shareholders of record of the Acquired Fund Shares as of the close of
business on the Closing Date, the Acquiring Fund Shares received by
the Acquired Fund pursuant to this Plan. Such liquidation and
distribution shall be accomplished by establishing accounts on the
share records of the Acquiring Fund in the amounts due such
shareholders based on their respective holdings of the Acquired Funds
as of the close of business on the Closing Date. Fractional Acquiring
Fund Shares shall be carried to the third decimal place.
2. VALUATION.
(a) The value of the Acquired Funds' Net Assets acquired by the Acquiring
Fund pursuant to this Plan shall be computed as of 4:00 Eastern time
on the Closing Date. Such computation shall be made using the
valuation procedures set forth in the Acquired Fund's prospectus
currently effective as of the Closing Date.
(b) The net asset value of a share of beneficial interest of the Acquired
Fund Shares shall be determined to the nearest full cent as of 4:00
p.m. Eastern time on the Closing Date. Such computation shall be made
using the valuation procedures set forth in the Acquired Fund's
prospectus currently effective as of the Closing Date.
(c) The net asset value of a share of beneficial interest of the Acquiring
Fund Shares shall be determined to the nearest full cent as of 4:00
p.m. Eastern time on the Closing Date. Such computation shall be made
using the valuation procedures set forth in the Acquiring Fund's
prospectus currently effective as of the Closing Date.
3. CLOSING AND CLOSING DATE.
(a) The Closing Date shall be April 29, 2005, or such later date as agreed
by the officers of VF, LLC and VFV, LLC..
(b) The Closing shall take place at the principal office of the Acquiring
Fund at 4 p.m., Eastern time, on the Closing Date.
(c) As of the Closing VFV, LLC shall have caused those Net Assets of the
Acquired Funds to be transferred pursuant to this Plan to be deposited
to the account of the Acquiring Fund at the Acquiring Fund's
Custodian, Mellon Trust of New England, N.A., 000 Xxxxxxxx Xxxxxxx,
Xxxxxxx, XX 00000.
(d) VFV, LLC shall have available at the Closing a list of names and
addresses of the shareholders of record of its Acquired Fund Shares
and the number of shares of beneficial interest of Acquired Fund
Shares owned by each such shareholder, all as of 4 p.m. Eastern time
on the Closing Date, certified by its transfer agent or by its officer
to the best of its or his knowledge and belief.
(e) VF, LLC shall issue and deliver to VFV, LLC at Closing a written
certification evidencing the shares of beneficial interest of the
Acquiring Fund to be delivered to the account of the Acquired Fund at
said transfer agent registered in such manner as the officers of VFV,
LLC shall deem appropriate, or shall have prepared satisfactory
evidence that such Acquiring Fund Shares have been registered in an
account on the books of the Acquiring Fund in such manner as the
officers of VFV, LLC shall deem appropriate.
(f) VFV, LLC shall, not later than 4 p.m. Eastern time five business days
before the Closing date, advise the Acquiring Fund how such many
shares are to be issued.
4. REPRESENTATIONS AND WARRANTIES BY VF, LLC.
VF, LLC makes the following representations and warranties about the
Acquiring Fund:
(a) VF, LLC is a limited liability company created under the laws of the
State of Delaware on October 13, 1998, and is validly existing under
the laws of that State. VF, LLC is duly registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end, management investment company.
(b) The Acquiring Fund is a series of VF, LLC. All of the Acquiring Fund's
Shares sold were sold pursuant to an effective registration statement
filed under the Securities Act of 1933, as amended (the "1933 Act").
(c) VF, LLC has elected to treat the Acquiring Fund as a regulated
investment company ("RIC") for federal income tax purposes under Part
I of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), and the Acquiring Fund has qualified as a RIC for each
taxable year since its inception, and will qualify as a RIC as of the
Closing Date.
5. REPRESENTATIONS AND WARRANTIES BY VFV, LLC.
VFV, LLC makes the following representations and warranties:
(a) VFV, LLC is a limited liability company created under the laws of the
State of Delaware on January 26, 1999, and is validly existing under
the laws of that state. VFV, LLC is duly registered under the 1940 Act
as an open-end, management investment company. The Acquired Fund is
the sole series of VFV, LLC. All of the Acquired Fund's shares sold
were sold pursuant to an effective registration statement filed under
the 1933 Act.
(b) VFV, LLC is authorized to issue an unlimited number of shares of
beneficial interest of Acquired Fund shares, par value $0.01 per
share, each outstanding share of which is fully paid, non-assessable,
freely transferable, and has full voting rights. One class of shares
of the Acquired Funds has been designated as the Acquired Fund - Class
A Shares, and an unlimited number of shares of beneficial interest,
par value $0.01 per share, have been allocated to the Acquired Funds
Shares.
(c) The Acquired Fund has not elected to be treated as a RIC for federal
income tax purposes under Part I of Subchapter M of the Code.
6. REPRESENTATIONS AND WARRANTIES WITH REGARD TO EACH FUND.
VF, LLC makes the following representations and warranties with regard to
the Acquiring Fund, and VFV, LLC makes the following representations
regarding the Acquired Fund:
(a) The financial statements appearing in each Party's respective Annual
Report to Shareholders for the fiscal year ended December 31, 2004,
audited by KPMG, fairly present the financial position of their
respective funds as of such dates and the results of operations for
the periods indicated in conformity with generally accepted accounting
principles applied on a consistent basis.
(b) Neither Party on behalf of its respective fund is obligated under any
provision of its Operating Agreement ("Operating Agreement"), or any
contract or any other commitment or obligation, nor is either Party on
behalf of its respective fund subject to any order or decree that
would be violated by its execution of or performance under this Plan.
(c) The books and records of each party accurately summarize the
accounting data represented and contain no material omissions with
respect to the business and operations of their respective funds.
(d) Each Fund will create a statement of its respective assets and
liabilities which will be prepared as of 4 p.m. Eastern time on the
Closing Date. The purpose of this statement is to confirm that the
number of the Acquiring Fund Shares to be issued pursuant to Section 1
of this Plan, will accurately reflect Net Assets in the case of the
Acquired Fund, and net assets in the case of the Acquiring Fund, and
outstanding shares of beneficial interest, as of such date, in
conformity with generally accepted accounting principles applied on a
consistent basis.
(e) At the Closing, each Fund will have good and marketable title to all
of the respective securities and other assets shown on its statement
of assets and liabilities referred to in "(a)" above, free and clear
of all liens or encumbrances of any nature whatsoever, except such
imperfections of title or encumbrances as do not materially detract
from the value or use of the assets subject thereto, or materially
affect title thereto.
(f) Except as disclosed in the currently effective prospectus relating to
the Fund, there is no material suit, judicial action, or legal or
administrative proceeding pending or threatened against the Fund.
(g) There are no known actual or proposed deficiency assessments with
respect to any taxes payable by the respective Fund.
(h) The Board of Managers has authorized and directed the appropriate
officers to do all things necessary to execute and deliver this Plan,
and this Plan constitutes a valid and binding obligation enforceable
in accordance with its terms.
(i) Each Party has the necessary power and authority to conduct the
business of its respective Fund, as such business is now being
conducted.
(j) Each Party has the power and authority to make and enter into the Plan
and perform in accordance therewith with respect to its Fund.
7. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES CONCERNING THEIR
RESPECTIVE FUNDS.
(a) VF, LLC intends to operate the Acquiring Fund's business, as currently
conducted, between the date hereof and the Closing.
(b) VFV, LLC intends, if this Plan is consummated, to liquidate and
dissolve the Acquired Funds.
(c) Each Fund intends that, by the Closing, all of its respective Federal
and other tax returns and reports required by law to be filed on or
before such date shall have been filed, and all Federal and other
taxes shown as due on said returns shall have either been paid or
adequate liability reserves shall have been provided for the payment
of such taxes.
(d) At the Closing, VFV, LLC intends to have available a copy of the
shareholder ledger accounts of the Acquired Fund, certified by the
Acquired Fund's transfer agent or its officer to the best of its or
his knowledge and belief, for all the shareholders of record of the
Acquired Fund's Shares as of 4 p.m. Eastern time on the Closing Date
who are to become shareholders of the Acquiring Fund as a result of
the transfer of assets that is the subject of this Plan.
(e) The Board of Managers of VFV, LLC has determined that a shareholder
vote is not necessary, pursuant to the provisions of Rule 17a-8 under
Section 17 of the Investment Company Act of 1940, as amended for it to
enter into or consummate this Plan.
8. CONDITIONS PRECEDENT TO BE FULFILLED WITH RESPECT TO THE ACQUIRING FUND.
The consummation of this Plan hereunder shall be subject to the following
conditions to be fulfilled with respect to the Acquiring Fund:
(a) That: (i) all the representations and warranties contained herein
shall be true and correct as of the Closing with the same effect as
though made as of and at such date; (ii) the performance of all
obligations required by this Plan to be performed by the Acquiring
Fund shall occur prior to the Closing; and (iii) VF, LLC shall execute
a certificate signed by the President and by the Secretary or
equivalent officer to the foregoing effect.
(b) The Board of Managers of VF, LLC has authorized and directed the
appropriate officers to do all things necessary to execute and deliver
this Plan, and this Plan constitutes a valid and binding obligation
enforceable in accordance with its terms.
(c) That the U.S. Securities and Exchange Commission shall not have issued
an unfavorable management report under Section 25(b) of the 1940 Act
or instituted or threatened to institute any proceeding seeking to
enjoin consummation of the Plan under Section 25(c) of the 1940 Act.
And, further, no other legal, administrative or other proceeding shall
have been instituted or threatened that would materially affect the
financial condition of the Acquiring Fund or would prohibit the
transactions contemplated hereby.
(d) That there shall be delivered to VFV, LLC an opinion in form and
substance satisfactory to it from Xxxxx X. Xxxx, counsel to VF, LLC to
the effect that, subject in all respects to the effects of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and
other laws now or hereafter affecting generally the enforcement of
creditors' rights:
(1) The Acquiring Fund is a series of VF, LLC, a LLC under the laws
of the State of Delaware and is a validly existing business trust
and in good standing under the laws of that state;
(2) The Acquiring Fund is a nondiversified series of VF, LLC, an
open-end investment company of the management type registered as
such under the 1940 Act;
(3) Except as disclosed in the Acquiring Fund's currently effective
prospectus, counsel does not know of any material suit, action,
or legal or administrative proceeding pending or threatened
against the Acquiring Fund, the unfavorable outcome of which
would materially and adversely affect the Acquiring Fund;
(4) The Acquiring Fund Shares to be issued pursuant to the terms of
this Plan have been duly authorized and, when issued and
delivered as provided in this Plan, will have been validly issued
and fully paid and will be non-assessable by the Acquiring Fund
on behalf of the Acquiring Fund;
(5) All actions required to be taken by the Acquiring Fund or VF, LLC
to authorize this Plan and to effect the Plan of Reorganization
contemplated hereby have been duly authorized by all necessary
action on the part of the Acquiring Fund;
(6) Neither the execution, delivery, nor performance of this Plan by
the Acquiring Fund or VF, LLC conflict with any provision of its
or their Operating Agreement, or the provisions of any agreement
or other instrument known to such counsel to which the Acquiring
Fund is a party or by which the Acquiring Fund is otherwise
bound; this Plan is the legal, valid and binding obligation of
the Acquiring Fund and is enforceable against the Acquiring Fund
in accordance with its terms; and
(7) The registration statement of VF, LLC, of which the prospectus,
dated May 1, 2004, as amended December 22, 2004, of the Acquiring
Fund is a part (the "Prospectus"), is, at the time of the signing
of this Plan, effective under the 1933 Act, and, to the best
knowledge of counsel, no stop order suspending the effectiveness
of such registration statement has been issued, and no
proceedings for such purpose have been instituted or are pending
before or threatened by the U.S. Securities and Exchange
Commission under the 1933 Act, and nothing has come to counsel's
attention that causes it to believe that, at the time the
Prospectus became effective, or at the time of the signing of
this Plan, or at the Closing, such Prospectus (except for the
financial statements and other financial and statistical data
included therein, as to which counsel need not express an
opinion), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and such
counsel knows of no legal or government proceedings required to
be described in the Prospectus, or of any contract or document of
a character required to be described in the Prospectus that is
not described as required.
(e) In giving the opinions set forth in (d) above, counsel may state that
it is relying on written certifications by the officers of VF, LLC
with regard to matters of fact, and certain certifications and written
statements of governmental officials with respect to the good standing
of the Acquiring Fund.
(f) That VF, LLC's Registration Statement with respect to the Acquiring
Fund Shares to be delivered to the Acquired Fund Shares' shareholders
in accordance with this Plan shall have become effective, and no stop
order suspending the effectiveness of the Registration Statement or
any amendment or supplement thereto, shall have been issued prior to
the Closing Date or shall be in effect at Closing, and no proceedings
for the issuance of such an order shall be pending or threatened on
that date.
(g) That the Acquiring Fund Shares to be delivered hereunder shall be
eligible for sale by the Acquiring Fund with each state commission or
agency with which such eligibility is required in order to permit the
Acquiring Fund Shares lawfully to be delivered to each holder of the
Acquired Fund Shares.
9. CONDITIONS PRECEDENT TO BE FULFILLED BY THE ACQUIRED FUND.
The consummation of this Plan hereunder shall be subject to the following
conditions to be fulfilled with respect to the Acquired Fund:
(a) That: (i) all the representations and warranties contained herein
shall be true and correct as of the Closing with the same effect as
though made as of and at such date; (ii) the performance of all
obligations required by this Plan to be performed by the Acquired Fund
shall occur prior to the Closing; and (iii) VFV, LLC shall certify in
writing signed by its President and by the Secretary or equivalent
officer to the foregoing effect.
(b) The Board of Managers of VFV, LLC has authorized and directed the
appropriate officers to do all things necessary to execute and deliver
this Plan, and this Plan constitutes a valid and binding obligation
enforceable in accordance with its terms.
(c) That the U.S. Securities and Exchange Commission shall not have issued
an unfavorable management report under Section 25(b) of the 1940 Act
or instituted or threatened to institute any proceeding seeking to
enjoin consummation of the Plan under Section 25(c) of the 1940 Act.
And, further, no other legal, administrative or other proceeding shall
have been instituted or threatened that would materially affect the
financial condition of the Acquired Fund or would prohibit the
transactions contemplated hereby.
(d) That there shall be delivered to the Acquired Fund and the Acquiring
Fund an opinion from Xxxxxx Xxxx, LLP, counsel to the Funds, to the
effect that, provided the acquisition contemplated hereby is carried
out in accordance with this Plan :
(1) The sales of its assets made by the Acquired Fund in connection
with the acquisition will be treated, for federal income tax
purposes, as having been made by Xxxxxxx National's separate
account because the Acquired Fund is classified for federal
income tax purposes as a "disregarded entity";
(2) If appropriate basis adjustments are made by Xxxxxxx National
pursuant to the rules of Section 817(b) of the Internal Revenue
Code ("Code"), those adjustments will reduce or eliminate the
gain or loss that would otherwise be recognized by Xxxxxxx
National on the sale of all of the assets of the Acquired Fund;
(3) Under Section 1012 of the Code, the basis to each member of the
Acquired Fund for the Shares of the Acquiring Fund received in
exchange for its membership interests in the Acquired Fund will
be the fair market value of the shares of the Acquiring Fund as
of the Closing Date;
(4) Because none of the special rules of Section 1223 of the Code
will apply to the exchange of stock for membership interests
pursuant to the acquisition, the holding period for the stock of
the Acquiring Fund will start as of the Closing Date;
(5) Pursuant to Section 1032 of the Code, no gain or loss will be
recognized by the Acquiring Fund upon the issuance of its shares
to the Acquired Fund in connection with the acquisition; and
(6) The acquisition of the Acquired Fund by the Acquiring Fund will
not result in the recognition, for federal income tax purposes,
of any gain or loss by any Contract Owners.
(e) That there shall be delivered to VF, LLC an opinion in form and
substance satisfactory to it from Xxxxx X. Xxxx, counsel to VF V, LLC,
to the effect that, subject in all respects to the effects of
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws now or hereafter affecting generally the
enforcement of creditors' rights:
(1) The Acquired Fund is a series of the VFV, LLC, a LLC under the
laws of the State of Delaware and is a validly existing limited
liability company and in good standing under the laws of that
state;
(2) The Acquired Fund is a nondiversified series, an open-end
investment company of the management type registered as such
under the 1940 Act;
(3) Except as disclosed in the Acquired Fund's currently effective
prospectus, such counsel does not know of any material suit,
action, or legal or administrative proceeding pending or
threatened against the Acquired Fund, the unfavorable outcome of
which would materially and adversely affect the Acquired Fund;
(4) All actions required to be taken by the Acquired Fund to
authorize this Plan and to effect the Plan of Reorganization
contemplated hereby have been duly authorized by all necessary
action on the part of the Acquired Fund; and
(5) Neither the execution, delivery, nor performance of this Plan by
the Acquired Fund violates any provision of its Operating
Agreement, or the provisions of any agreement or other instrument
known to such counsel to which the Acquired Fund is a party or by
which the Acquired Fund is otherwise bound; this Plan is the
legal, valid and binding obligation of the Acquired Fund and is
enforceable against the Acquired Fund in accordance with its
terms.
(f) In giving the opinions set forth in (e) above, counsel may state that
it is relying on written certifications by the officers of VFV, LLC
with regard to matters of fact, and certain certifications and written
statements of governmental officials with respect to the good standing
of the Acquired Fund.
(g) That, at the Closing, there shall be transferred to the Acquiring
Fund, aggregate Net Assets of the Acquired Fund comprising at least
90% in fair market value of the total net assets and 70% of the fair
market value of the total gross assets recorded on the books of the
Acquired Fund on the Closing Date.
10. DE-REGISTRATION.
As soon as practicable after the Closing Date, VFV, LLC shall take all
necessary steps under Delaware law to effect the dissolution of VFV, LLC
and to de-register VFV, LLC under the 1940 Act.
11. BROKERAGE FEES AND EXPENSES.
(a) Each Party represents and warrants that there are no broker or
finders' fees payable by it in connection with the transactions
provided for herein.
(b) The expenses of entering into and carrying out the provisions of this
Plan shall be borne by Xxxxxxx National Asset Management, LLC.
12. TERMINATION; POSTPONEMENT; WAIVER; ORDER.
(a) Anything contained in this Plan to the contrary notwithstanding, this
Plan may be terminated and the Plan of Reorganization abandoned at any
time (whether before or after approval thereof by the shareholders of
the Acquired Funds) prior to the Closing, or the Closing may be
postponed by either party by resolution of its respective Board of
Managers, if circumstances develop that, in the opinion of such Board,
make proceeding with the Plan inadvisable.
(b) If the transactions contemplated by this Plan have not been
consummated by the close of business on May 2, 2005, the Plan shall
automatically terminate on that date, unless a later date is
established.
(c) In the event of termination of this Plan pursuant to the provisions
hereof, the same shall become void and have no further effect, and
neither the Parties, nor the Acquired Fund, nor the Acquiring Funds,
nor any of them, trustees, officers, or agents or the shareholders of
the Acquired Fund or the Acquiring Fund shall have any liability in
respect of this Plan.
(d) At any time prior to the Closing, any of the terms or conditions of
this Plan may be waived by the relevant Board of Managers of VFV, LLC,
and of VF, LLC, if, in the judgment of such Board of Managers, such
action or waiver will not have a material adverse effect on the
benefits intended under this Plan to the shareholders of the Fund on
whose behalf such action is taken.
(e) The respective representations and warranties contained in Sections 4
to 6 hereof shall expire with and be terminated by the Plan of
Reorganization, and neither the Parties nor any of their respective
officers, trustees, agents or shareholders nor the Funds nor any of
their shareholders shall have any liability with respect to such
representations or warranties after the Closing. This provision shall
not protect any officer, trustee, agent or shareholder of either of
the Parties or the Funds against any liability to the entity for which
that officer, trustee, agent or shareholder acts or to either of the
Funds' shareholders to which that officer, trustee, agent or
shareholder would otherwise be subject, by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties in the conduct of such office.
(f) If any order or orders of the U.S. Securities and Exchange Commission
with respect to this Plan shall be issued prior to the Closing and
shall impose any terms or conditions that are determined by action of
the Board of Managers of the relevant Fund on behalf of the Acquired
Funds or the Acquiring Fund, as appropriate, to be acceptable, such
terms and conditions shall be binding as if a part of this Plan
without further vote or approval of the shareholders of the Acquired
Fund, unless such terms and conditions shall result in a change in the
method of computing the number of the Acquiring Fund Shares to be
issued to the Acquired Fund in which event, unless such terms and
conditions shall have been included in the proxy solicitation material
furnished to the shareholders of the Acquired Fund prior to the
meeting at which the transactions contemplated by this Plan shall have
been approved, this Plan shall not be consummated and shall terminate
unless the Acquired Fund shall promptly call a special meeting of the
shareholders of the Acquired Fund at which such conditions so imposed
shall be submitted for approval.
13. ENTIRE AGREEMENT AND AMENDMENTS.
This Plan embodies the entire agreement between the parties and there are
no agreements, understandings, restrictions, or warranties relating to the
transactions contemplated by this Plan other than those set forth herein or
herein provided for. This Plan may be amended only by agreement by the
Funds. Neither this Plan nor any interest herein may be assigned without
the prior written consent of the Funds.
14. COUNTERPARTS.
This Plan may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts together shall
constitute but one instrument.
15. NOTICES.
Any notice, report, or demand required or permitted by any provision of
this Plan shall be in writing and shall be deemed to have been given if
delivered or mailed, first class postage prepaid, addressed to the
Acquiring Fund at 0 Xxxxxxxxx Xxx, Xxxxxxx, XX 00000 Attention: Secretary,
and to the Acquired Fund at 0 Xxxxxxxxx Xxx, Xxxxxxx, XX 00000, Attention:
Secretary.
16. GOVERNING LAW.
This Plan shall be governed by and carried out in accordance with the laws
of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, on behalf of the Funds, have caused
this Plan to be executed on their behalf by its duly authorized officers, all as
of the date and year first-above written.
JNL VARIABLE FUND LLC, ON BEHALF OF
JNL/MELLON CAPITAL MANAGEMENT JNL 5 FUND
Attest:
/s/ Xxxxx X. Rhee________ By:_/s/ Xxxx Nerud_________________
Xxxxx X. Xxxx, Secretary Name: Xxxx Xxxxx
Title: Vice President
JNL VARIABLE FUND V LLC, ON BEHALF OF
JNL/MELLON CAPITAL MANAGEMENT THE DOW 10 FUND
Attest:
/s/ Xxxxx X. Rhee________ By:_/s/ Xxxx Nerud_________________
Xxxxx X. Xxxx, Secretary Name: Xxxx Xxxxx
Title: Vice President
