SERVICE AGREEMENT
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
This Agreement, effective as of January 30, 2015, is among Jefferson National Life Insurance Company, a life insurance company organized under the laws of the State of Texas (“JNL”) and Jefferson National Life Insurance Company of New York, a life insurance company organized under the laws of the State of New York (“JNL NY”) (JNL and JNL NY are referred to individually or together, as the context requires, as the “Company”), Two Roads Shared Trust, an open-end management investment company organized as a Delaware statutory trust (the “Trust”), and Redwood Investment Management, LLC (the “Adviser”), registered investment adviser to the fund set forth in Exhibit A hereto, a series of the Trust (the “Fund”) and is intended to supplement the Participation Agreement (the “Participation Agreement”) dated October 2, 2014 by and between the Company and the Trust.
WHEREAS, the Company and the Trust have entered into a Participation Agreement, pursuant to which the Company, on behalf of certain of its separate accounts (the “Separate Accounts”), purchases shares (“Shares”) of the Fund to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts (“Contracts”) offered by the Company, which Fund may be one of several investment options available under the Contracts; and
WHEREAS, the Adviser recognizes that it will derive substantial savings in administrative expenses by virtue of having a sole shareholder rather than multiple shareholders in connection with each Separate Account’s investments in the Fund, and that in the course of soliciting applications for Contracts issued by the Company and in servicing owners of such Contracts, the Company will provide information about the Trust and the Fund from time to time, answer questions concerning the Trust and the Fund, including questions respecting Contract owners’ interests in the Fund, and provide services with respect to investments in the Fund; and
WHEREAS, the Adviser wishes to compensate the Company for the efforts of the Company in providing services regarding the Fund to Contract owners; and
WHEREAS, the following represents the collective intention and understanding of the fee agreement between the Adviser and the Company.
In consideration of the foregoing and the mutual covenants set forth below, the Company, the Trust and the Adviser agree as follows:
Fund and serving as funding vehicles for the Contracts; the provision of support services by insurance agents and other representatives of the Company, as well as other financial advisors, who will provide personal service and attention to the foregoing; and other services in respect of the Fund as mutually agreed upon from time to time.
(Signature Page Follows)
TWO ROADS SHARED TRUST | ||||||||
By: | ||||||||
Title: | President | |||||||
REDWOOD INVESTMENT MANAGEMENT, LLC | ||||||||
By: | ||||||||
Title: | ||||||||
JEFFERSON NATIONAL LIFE INSURANCE COMPANY | JEFFERSON NATIONAL LIFE INSURANCE COMPANY OF YORK | |||||||
By: |
By: | |||||||
Title: General Counsel | Title: | General Counsel |
Exhibit A
Fund |
Servicing Fee Rate | |
Redwood Managed Volatility Portfolio – Class I Shares |
[***] |
Notwithstanding any limitation set forth in the Agreement, and assuming any class of the Redwood Managed Volatility Portfolio is available on Company’s platform on or before November 1, 2014, the following are the “Guaranteed Fees”:
• | Effective May 1, 2015, the Fund shall guarantee the payment set forth above shall equal or exceed [***] each month. |
• | Then effective August 1, 2015, the Fund shall guarantee the payment set forth above shall equal or exceed [***] each month. |
To the extent the monthly payment calculated pursuant to the Servicing Fee Rate is less than the Guaranteed Fees, Fund shall pay (in accordance with the terms of the Agreement) the Company the difference between the calculated payment and the Guaranteed Fees. The parties hereto acknowledge that the amount of the Guaranteed Fees in excess of the payments calculated pursuant to the Servicing Fee Rate is a payment made outside of a 12b-l Distribution Plan in effect for any class of shares of the Fund.
Payment on Liquidation/Closing of Fund: In the event the Fund closes to new money or to all contract owners (or decides to liquidate Fund), the Fund will pay a one-time fee up to [***] of actual fees incurred by the Company in advance of Company taking such action. This fee will be based on actual costs incurred by the Company for altering marketing materials, modifying its technology systems and taking other administrative actions in conjunction with such closing/liquidation. The parties hereto acknowledge that the [***] payment is a payment made outside of a 12b-1 Distribution Plan in effect for any class of shares of the Fund. The [***] will be waived if the Fund listed above is closed on April 30 of any year, as the Company has to alter all materials on May 1 of each year.