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Jnlny Separate Account II, et al. – ‘485BPOS’ on 6/4/07

On:  Monday, 6/4/07, at 5:04pm ET   ·   Effective:  6/4/07   ·   Accession #:  1076983-7-4   ·   File #s:  333-86933, 811-09577

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  As Of                Filer                Filing    For·On·As Docs:Size

 6/04/07  Jnlny Separate Account II         485BPOS     6/04/07    2:42K
          → Jnlny Separate Account II Perspective Advisors

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Jnlny Sa 2 485B 6-4-07                                23±   124K 
 2: EX-99       Miscellaneous Exhibit -- legalopinion                  1      7K 


485BPOS   —   Jnlny Sa 2 485B 6-4-07
Document Table of Contents

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11st Page   -   Filing Submission
3Item 24. Financial Statements and Exhibits
"Item 24. (b). Exhibits
"Item 25. Directors and Officers of the Depositor
"Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
"Item 28. Indemnification
"Item 29. Principal Underwriter
"Item 30. Location of Accounts and Records
"Item 31. Management Services
"Item 32. Undertakings and Representations
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As filed with the Securities and Exchange Commission on June 4, 2007 Commission File Nos. 333-86933 811-09577 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM N-4 -------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. | | Post-Effective Amendment No. 15 |X| and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 16 |X| -------------- JNLNY Separate Account II (Exact Name of Registrant) -------------- Jackson National Life Insurance Company of New York (Name of Depositor) 2900 Westchester Avenue, Purchase, New York 10577 (Address of Depositor's Principal Executive Offices) Depositor's Telephone Number, including Area Code: (517) 381-5500 Thomas J. Meyer, Esq. Senior Vice President, Secretary and General Counsel Jackson National Life Insurance Company 1 Corporate Way Lansing, MI 48951 (Name and Address of Agent for Service) Copy to: Anthony L. Dowling, Esq. Jackson National Life Insurance Company 1 Corporate Way Lansing, MI 48951 It is proposed that this filing will become effective: _X_ immediately upon filing pursuant to paragraph (b) ___ on June 4, 2007, pursuant to paragraph (b) ___ 60 days after filing pursuant to paragraph (a)(1) ___ on [date] pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: ____ This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Being Registered: the variable portion of Flexible Premium Fixed and Variable Deferred Annuity contracts. This Amendment to the Registration Statement on Form N-4 (the "Registration Statement") is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended. This Amendment is being filed to describe in a supplement certain changes made to the Prospectus, dated April 30, 2007, for the Perspective Advisors Fixed and Variable Annuity, which was filed with the Commission on April 27, 2007, as part of Post-Effective Amendment No. 13 to the Registration Statement. Accordingly, this Amendment does not otherwise delete, amend or supercede any other prospectus, Statement of Additional Information, exhibit, undertaking, or other information contained in the Registration Statement.
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SUPPLEMENT DATED JUNE 4, 2007 TO THE PROSPECTUSES DATED APRIL 30, 2007 FOR PERSPECTIVE II(R) PERSPECTIVE ADVISORS II(R) PERSPECTIVESM PERSPECTIVE FOCUS(R) PERSPECTIVE ADVISORSSM ISSUED BY JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK(R) THROUGH JNLNY SEPARATE ACCOUNT I JNLNY SEPARATE ACCOUNT II THIS SUPPLEMENT UPDATES THE PROSPECTUS. PLEASE READ AND KEEP IT TOGETHER WITH YOUR COPY OF THE PROSPECTUS FOR FUTURE REFERENCE. -------------------------------------------------------------------------------- > Under ACCESS TO YOUR MONEY, with the subsection entitled "5% FOR LIFE GUARANTEED MINIMUM WITHDRAWAL BENEFIT WITH BONUS AND ANNUAL STEP-UP ("LIFEGUARD ADVANTAGE")," please replace the text box within the BONUS subsection with the following. -------------------------------------------------------------------------------- The bonus equals 6% (5% if this GMWB is added to the Contract PRIOR TO JUNE 4, 2007) and is based on a sum that may vary after this GMWB is added to the Contract (the "Bonus Base"), as described immediately below. > WHEN THIS GMWB IS ADDED TO THE CONTRACT, the Bonus Base equals the GWB. > WITH A WITHDRAWAL, if that withdrawal, and all prior withdrawals in the current Contract Year, exceeds the greater of the GAWA and the RMD, as applicable, then the Bonus Base is set to the lesser of the GWB after, and the Bonus Base before, the withdrawal. Otherwise, there is no adjustment to the Bonus Base with withdrawals. > All withdrawals count, including: systematic withdrawals; RMDs for certain tax-qualified Contracts; withdrawals of asset allocation and advisory fees; and free withdrawals under the Contract. > A withdrawal in a Contract Year during the Bonus Period (defined below) precludes a bonus for that Contract Year. > WITH A PREMIUM PAYMENT, the Bonus Base increases by the amount of the premium net of any applicable premium taxes. > WITH ANY STEP-UP (IF THE GWB INCREASES UPON STEP-UP), the Bonus Base is set to the greater of the GWB after, and the Bonus Base before, the Step-Up. THE BONUS BASE CAN NEVER BE MORE THAN $5 MILLION. The Bonus is available for a limited time (the "Bonus Period"). The Bonus Period runs from the date this GMWB is added to the Contract through the earliest of: > The tenth Contract Anniversary after the effective date of the endorsement; > The Contract Anniversary on or immediately following the Owner's (if joint Owners, the oldest Owner's) 81st birthday; or > The date Contract Value is zero. Spousal continuation of a Contract with this GMWB does not affect the Bonus Period; Contract Anniversaries are based on the Contract's Issue Date. The bonus is applied at the end of each Contract Year during the Bonus Period, if there have been no withdrawals during that Contract Year. When the bonus is applied: > The GWB is recalculated, increasing by 6% (5% if this GMWB is added to the Contract PRIOR TO JUNE 4, 2007) of the Bonus Base. > The GAWA is then recalculated, equaling the greater of 5% of the new GWB and the GAWA before the bonus. Applying the bonus to the GWB does not affect the Bonus Base. -------------------------------------------------------------------------------- > Under APPENDIX C, please replace Example 8 with the following. EXAMPLE 8: UPON APPLICATION OF THE GUARANTEED WITHDRAWAL BALANCE BONUS, YOUR GWB AND GAWA ARE RE-DETERMINED. (THIS EXAMPLE ONLY APPLIES IF YOUR ENDORSEMENT CONTAINS A GUARANTEED WITHDRAWAL BALANCE BONUS PROVISION.) > Example 8a: If at the end of a Contract Year in which you have taken no withdrawals, your GWB is $100,000, your bonus is 6%, your bonus base is $100,000, and your GAWA is $5,000: > Your new GWB is recalculated to equal $106,000, which is equal to your GWB plus 6% of your bonus base ($100,000 + $100,000*0.06 = $106,000). > Your GAWA for the next year is recalculated to equal $5,300, which is the greater of 1) your GAWA prior to the application of the bonus ($5,000) or 2) 5% of your new GWB ($106,000*0.05 = $5,300). > After the application of the bonus, if you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($106,000 / $5,300 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date. However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date. > Example 8b: If at the end of a Contract Year in which you have taken no withdrawals, your GWB is $90,000, your bonus is 6%, your bonus base is $100,000, and your GAWA is $5,000: > Your new GWB is recalculated to equal $96,000, which is equal to your GWB plus 6% of your bonus base ($90,000 + $100,000*0.06 = $96,000). > Your GAWA for the next year remains $5,000, which is the greater of 1) your GAWA prior to the application of the bonus ($5,000) or 2) 5% of your new GWB ($96,000*0.05 = $4,800). > After the application of the bonus, if you continued to take annual withdrawals equal to your GAWA, it would take an additional 20 years to deplete your GWB ($96,000 / $5,000 per year = 20 years), provided that there are no further adjustments made to your GWB or your GAWA (besides the annual reduction of your GWB by the amount of the withdrawal) and that the withdrawals are taken prior to the Latest Income Date. However, if you have elected a For Life GMWB and the For Life Guarantee is in effect, withdrawals equal to your GAWA could continue for the rest of your life (or in the case of Joint Owners, until the first death of the Joint Owners or until the death of the last surviving Covered Life if your endorsement is a For Life GMWB with Joint Option), even beyond 20 years, provided that the withdrawals are taken prior to the Latest Income Date. > Notes: > Your bonus base is not recalculated upon the application of the bonus to your GWB. (To be used with NV4224 05/07, NV5869 05/07, NV3174 05/07, NV3174CE 05/07, NV5526 05/07 and NV3784 05/07) NV6145 07/07
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PART C. OTHER INFORMATION Item 24 Financial Statements and Exhibits (a) Financial Statements: (1) Financial statements and schedules included in Part A: Not Applicable (2) Financial statements and schedules included in Part B - incorporated by reference to Registrant's Post- Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577): JNLNY Separate Account II Report of Independent Registered Public Accounting Firm Statements of Assets and Liabilities as of December 31, 2006 Statement of Operations for the period ended December 31, 2006 Statement of Changes in Net Assets for the periods ended December 31, 2006 and 2005 Notes to Financial Statements Jackson National Life Insurance Company of New York Report of Independent Registered Public Accounting Firm Balance Sheets for the years ended December 31, 2006 and 2005 Income Statements for the years ended December 31, 2006, 2005 and 2004 Statements of Stockholder's Equity and Comprehensive Income for the years ended December 31, 2006, 2005 and 2004 Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 Notes to Financial Statements Item 24. (b) Exhibits Exhibit No. Description 1. Resolution of Depositor's Board of Directors authorizing the establishment of the Registrant, incorporated by reference to Registrant's Form N-4 filed on September 10, 1999 (File Nos. 333-86933 and 811-09577). 2. Not Applicable 3.a. Form of General Distributor Agreement, incorporated by reference to Registrant's Form N-4 electronically filed on September 10, 1999 (File Nos. 333-86933 and 811-09577). b. Amended and Restated General Distributor Agreement dated October 25, 2005, incorporated by reference to the Registrant's Post-Effective Amendment No. 21 filed on December 29, 2005 (File Nos. 333-70472 and 811-08664). 4.a. Form of the Perspective Advisors Fixed and Variable Annuity Contract, incorporated by reference to Registrant's Pre-Effective Amendment No. 1 filed on December 21, 1999 (File Nos. 333-86933 and 811-09577). b. Form of the Perspective Advisors Fixed and Variable Annuity Contract (Unisex Tables), incorporated by reference to Registrant's Pre-Effective Amendment No. 1 filed on December 21, 1999 (File Nos. 333-86933 and 811-09577). c. Form of the Perspective Advisors Fixed and Variable Annuity Contract, incorporated by reference to Registrant's Post-Effective Amendment No. 3 filed on October 10, 2001 (File Nos. 333-86933 and 811-09577). d. Form of Spousal Continuation Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 3 filed on October 10, 2001 (File Nos. 333-86933 and 811-09577). e. Form of Preselected Death Benefit Option Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 4 filed on April 30, 2002 (File Nos. 333-86933 and 811-09577). f. Form of Guaranteed Options Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 7 filed on April 30, 2003 (File Nos. 333-86933 and 811-09577). g. Specimen of 5% Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). h. Specimen of 5% Guaranteed Minimum Withdrawal Benefit Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). i. Specimen of the 7% Guaranteed Minimum Withdrawal Benefit With 5 Year Step-Up Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). j. Specimen of the 6% Guaranteed Minimum Withdrawal Benefit With Annual Step-up Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). k. Specimen of the For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). l. Specimen of the Joint For Life Guaranteed Minimum Withdrawal Benefit With Annual Step-Up Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). m. Specimen of the 5% For Life Guaranteed Minimum Withdrawal Benefit With Bonus and Annual Step-up Endorsement, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). 5. Form of the Perspective Advisors Fixed and Variable Annuity Application, incorporated by reference to Registrant's Pre-Effective Amendment No. 1 filed on December 21, 1999 (File Nos. 333-86933 and 811-09577). a. Form of the Perspective Advisors Fixed and Variable Annuity Application, incorporated by reference to Registrant's Post-Effective Amendment No. 3 filed on October 10, 2001 (File Nos. 333-86933 and 811-09577). b. Form of the Perspective Advisors Fixed and Variable Annuity Application, incorporated by reference to Registrant's Post-Effective Amendment No. 7 filed on April 30, 2004 (File Nos. 333-86933 and 811-09577). 6.a. Declaration and Charter of Depositor, incorporated by reference to Registrant's Form N-4 filed on September 10, 1999 (File Nos. 333-86933 and 811-09577). b. Bylaws of Depositor, incorporated by reference to Registrant's Form N-4 filed on September 10, 1999 (File Nos. 333-86933 and 811-09577). 7. Not Applicable 8. Not Applicable 9. Opinion and consent of counsel, attached hereto. 10. Consent of Independent Registered Public Accounting Firm, incorporated by reference to Registrant's Post-Effective Amendment No. 13, filed on April 27, 2007 (File Nos. 333-86933 and 811-09577). 11. Not Applicable 12. Not Applicable Item 25. Directors and Officers of the Depositor [Enlarge/Download Table] Name and Principal Business Address Positions and Offices with Depositor Donald B. Henderson, Jr. Director 4A Rivermere Apartments Bronxville, NY 10708 David L. Porteous Director 20434 Crestview Drive Reed City, MI 49777 Donald T. DeCarlo Director 200 Manor Road Douglaston, New York 11363 Joanne P. McCallie Director 1 Birch Road 110 Berkowitz East Lansing, MI 48824 Gary H. Torgow Director 220 West Congress Detroit, MI 48226-3213 Richard D. Ash Vice President 1 Corporate Way Lansing, MI 48951 John B. Banez Vice President 1 Corporate Way Lansing, MI 48951 James P. Binder Vice President & Treasurer 1 Corporate Way Lansing, MI 48951 John H. Brown Vice President & Director 1 Corporate Way Lansing, MI 48951 Joseph Mark Clark Vice President 1 Corporate Way Lansing, MI 48951 Marianne Clone Vice President & Director 1 Corporate Way Lansing, MI 48951 James B. Croom Vice President & Deputy General Counsel 1 Corporate Way Lansing, MI 48951 Lisa C. Drake Senior Vice President 1 Corporate Way Lansing, MI 48951 Phillip Brian Eaves Vice President 1 Corporate Way Lansing, MI 48951 Robert A. Fritts Senior Vice President & Controller 1 Corporate Way Lansing, MI 48951 James D. Garrison Vice President 1 Corporate Way Lansing, MI 48951 Julia A. Goatley Vice President, Senior Counsel, Assistant Secretary & Director 1 Corporate Way Lansing, MI 48951 James G. Golembiewski Vice President & Chief of Compliance for Separate Accounts 1 Corporate Way Lansing, MI 48951 Andrew B. Hopping Executive Vice President, Chief Financial Officer & 1 Corporate Way Chairman of the Board Lansing, MI 48951 Stephen A. Hrapkiewicz, Jr. Senior Vice President 1 Corporate Way Lansing, MI 48951 Clifford J. Jack Executive Vice President & Chief Distribution Officer 7601 Technology Way Denver, CO 80237 Timo P. Kokko Vice President 1 Corporate Way Lansing, MI 48951 Everett W. Kunzelman Vice President 1 Corporate Way Lansing, MI 48951 Clark P. Manning, Jr. President & Chief Executive Officer 1 Corporate Way Lansing, MI 48951 Herbert G. May III Chief Administrative Officer & Director 275 Grove St Building 2 4th floor Auburndale, MA 02466 Thomas J. Meyer Senior Vice President, General Counsel, Secretary & Director 1 Corporate Way Lansing, MI 48951 Keith R. Moore Vice President 1 Corporate Way Lansing, MI 48951 P. Chad Myers Senior Vice President 1 Corporate Way Lansing, MI 48951 J. George Napoles Executive Vice President & Chief Information Officer 1 Corporate Way Lansing, MI 48951 Mark D. Nerud Vice President 225 W. Wacker Drive Suite 1200 Chicago, IL 60606 Russell E. Peck Vice President & Director 1 Corporate Way Lansing, MI 48951 Laura L. Prieskorn Vice President 1 Corporate Way Lansing, MI 48951 James B. Quinn Vice President 1 Corporate Way Lansing, MI 48951 Greg B. Salsbury Vice President & Director 7601 Technology Way Denver, CO 80237 Kathleen M. Smith Vice President 1 Corporate Way Lansing, MI 48951 James R. Sopha Executive Vice President 1 Corporate Way Lansing, MI 48951 Heather R. Strang Vice President 1 Corporate Way Lansing, MI 48951 Robert M. Tucker, Jr. Vice President 1 Corporate Way Lansing, MI 48951 Michael A. Wells Chief Operating Officer 401 Wilshire Blvd. Suite 1200 Santa Monica, CA 90401 Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant. Company State of Organization Control/Ownership Business Principal Alcona Funding LLC Delaware 100% Jackson National Investment Related Life Insurance Company Company Berrien Funding LLC Delaware 100% Jackson National Investment Related Life Insurance Company Company Curian Clearing LLC Michigan 100% Jackson National Broker/Dealer (formerly, BH Clearing, Life Insurance Company LLC) Brooke GP Delaware 100% Brooke (Holdco 2) Holding Company Inc. Activities Brooke LLC Delaware 100% Prudential Four Holding Company Limited Activities Brooke (Holdco 1) Inc. Delaware 100% Prudential (US Holding Company Holdco 3) BV Activities Brooke (Holdco 2) Inc. Delaware 100% Brooke (Holdco 1) Holding Company Inc. Activities Brooke Holdings, LLC Delaware 100% Brooke Holdings Holding Company (UK) Limited Activities Brooke Holdings (UK) United Kingdom 100% Holborn Delaware Holding Company Limited Corporation Activities Brooke Investment, Inc. Delaware 100% Brooke Holdings, Investment Related Inc. Company Brooke Life Insurance Michigan 100% Brooke Holdings, Life Insurance Company Inc. Brooke (Jersey) Limited United Kingdom 100% Prudential One Holding Company Limited Activities Calhoun Funding LLC Delaware 100% Jackson National Investment Related Life Insurance Company Company Crescent Telephone Delaware 100% Jackson National Telecommunications Life Insurance Company Curian Capital, LLC Michigan 100% Jackson National Registered Investment Life Insurance Company Advisor Equestrian Pointe Illinois 100% Jackson National Real Estate Investors, L.L.C. Life Insurance Company Forty Partners #1, L.C. Missouri 100% Jackson National Real Estate Life Insurance Company GCI Holding Corporation Delaware 70% Jackson National Holding Company Life Insurance Company Activities Hermitage Management, LLC Michigan 100% Jackson National Advertising Agency Life Insurance Company Holborn Delaware LLC Delaware 100% Prudential Four Holding Company Limited Activities IFC Holdings, Inc. Delaware 100% National Planning Broker/Dealer Holdings Inc. Investment Centers of Delaware 100% IFC Holdings, Inc. Broker/Dealer America, Inc. JNL Investors Series Trust Massachusetts 100% Jackson National Investment Company Life Insurance Company Jackson National Asset Michigan 100% Jackson National Investment Adviser and Management, LLC Life Insurance Company Transfer Agent Jackson National Life Bermuda 100% Jackson National Life Insurance (Bermuda) Ltd. Life Insurance Company Jackson National Life Delaware 100% Jackson National Advertising/Marketing Distributors LLC Life Insurance Company Corporation and Broker/Dealer Jackson National Life New York 100% Jackson National Life Insurance Insurance Company Life Insurance Company of New York JNLI LLC Delaware 100% Jackson National Tuscany Notes Life Insurance Company JNL Series Trust Massachusetts Common Law Trust with Investment Company contractual association with Jackson National Life Insurance Company of New York JNL Southeast Agency LLC Michigan 100% Jackson National Insurance Agency Life Insurance Company JNL Variable Fund LLC Delaware 100% Jackson National Investment Company Separate Account - I JNLNY Variable Fund I LLC Delaware 100% JNLNY Separate Investment Company Account I Meadows NRH Associates, Texas 100% Meadows NRH, Inc. Real Estate L.P. Meadows NRH, Inc. Texas 100% Jackson National Real Estate Life Insurance Company National Planning Delaware 100% National Planning Broker/Dealer and Corporation Holdings, Inc. Investment Adviser National Planning Delaware 100% Brooke Holdings, Holding Company Holdings, Inc. Inc. Activities Nicole Finance Inc. Delaware 100% Brooke GP Holding Company Activities PGDS (US One) LLC Delaware 100% Jackson National Holding Company Life Insurance Company Activities PGDS (US Two) LLC Delaware 100% PGDS (US One) LLC Holding Company Activities Piedmont Funding LLC Delaware 100% Jackson National Investment Related Life Insurance Company Company PPM Holdings, Inc. Delaware 100% Brooke Holdings, Holding Company Inc. Activities Prudential plc United Kingdom Publicly Traded Financial Institution Prudential Corporation United Kingdom 100% Prudential Holdings Holding Company Holdings, Limited Limited Activities Prudential Holdings Scotland 100% Prudential plc Holding Company Limited Activities Prudential One Limited United Kingdom 100% Prudential plc Holding Company Activities Prudential Two Limited United Kingdom 100% Prudential One Holding Company Limited Activities Prudential Three Limited United Kingdom 100% Prudential One Holding Company Limited Activities Prudential Four Limited United Kingdom 80% Prudential One Holding Company Limited, 10% Prudential Activities Two Limited, 10% Prudential Three Limited Prudential (US Holdco 1) BV Netherlands 100% PUS Holdco 1 Limited Holding Company Activities Prudential (US Holdco 2) BV Netherlands 100% Prudential (US Holding Company Holdco 1) BV Activities Prudential (US Holdco 3) BV Netherlands 100% Prudential (US Holding Company Holdco 2) BV Activities PUS Holdco 1 Limited United Kingdom 100% Brooke LLC Holding Company Activities PUS Holdco 2 Limited Gibraltar 100% Holborn Delaware LLC Holding Company Activities SII Investments, Inc. Wisconsin 100% National Planning Broker/Dealer Holdings, Inc. Item 27. Number of Contract Owners as of March 30, 2007 Qualified - 96 Non-qualified - 34 Item 28. Indemnification Provision is made in the Company's By-Laws for indemnification by the Company of any person made or threatened to be made a party to an action or proceeding, whether civil or criminal by reason of the fact that he or she is or was a director, officer or employee of the Company or then serves or has served any other corporation in any capacity at the request of the Company, against expenses, judgments, fines and amounts paid in settlement to the full extent that officers and directors are permitted to be indemnified by the laws of the State of New York. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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. Item 29. Principal Underwriter (a) Jackson National Life Distributors LLC acts as general distributor for the JNLNY Separate Account II. Jackson National Life Distributors LLC also acts as general distributor for the Jackson National Separate Account - I, the Jackson National Separate Account III, the Jackson National Separate Account IV, the Jackson National Separate Account V, the JNLNY Separate Account II, and the JNLNY Separate Account IV. (b) Directors and Officers of Jackson National Life Distributors LLC: [Enlarge/Download Table] Name and Business Address Positions and Offices with Underwriter Michael A. Wells Director 401 Wilshire Blvd. Suite 1200 Santa Monica, CA 90401 Andrew B. Hopping Chief Financial Officer 1 Corporate Way Lansing, MI 48951 Clifford J. Jack Director, President and Chief Executive Officer 7601 Technology Way Denver, CO 80237 Nikhil Advani Vice President 7601 Technology Way Denver, CO 80237 Stephen M. Ash Vice President 7601 Technology Way Denver, CO 80237 Pamela Aurbach Vice President 7601 Technology Way Denver, CO 80237 Brad Baker Vice President 7601 Technology Way Denver, CO 80237 Linda Baker Vice President 7601 Technology Way Denver, CO 80237 Janice Blanchard Vice President 7601 Technology Way Denver, CO 80237 William Britt Vice President 7601 Technology Way Denver, CO 80237 Tori Bullen Senior Vice President 210 Interstate North Parkway Suite 401 Atlanta, GA 30339-2120 Greg Cicotte Executive Vice President 7601 Technology Way Denver, CO 80237 Maura Collins Vice President 7601 Technology Way Denver, CO 80237 Robert DiNardo Vice President 7601 Technology Way Denver, CO 80237 Paul Fitzgerald Vice President 7601 Technology Way Denver, CO 80237 Julia A. Goatley Assistant Secretary 1 Corporate Way Lansing, MI 48951 Luis Gomez Vice President 7601 Technology Way Denver, CO 80237 Kevin Grant Vice President 7601 Technology Way Denver, CO 80237 Bonnie Howe Vice President and Deputy General Counsel 7601 Technology Way Denver, CO 80237 Thomas Hurley Senior Vice President 7601 Technology Way Denver, CO 80237 Mark Jones Vice President 7601 Technology Way Denver, CO 80237 Steve Kluever Senior Vice President 7601 Technology Way Denver, CO 80237 Brian Lane Vice President 7601 Technology Way Denver, CO 80237 James Livingston Executive Vice President 7601 Technology Way Denver, CO 80237 Doug Mantelli Vice President 7601 Technology Way Denver, CO 80237 Susan McClure Vice President 7601 Technology Way Denver, CO 80237 James McCorkle Vice President 7601 Technology Way Denver, CO 80237 Brooke Meyer Vice President 1 Corporate Way Lansing, MI 48951 Thomas J. Meyer Director and Secretary 1 Corporate Way Lansing, MI 48951 Jack Mishler Senior Vice President 7601 Technology Way Denver, CO 80237 Peter Radloff Vice President 7601 Technology Way Denver, CO 80237 Justin Rafferty Vice President 7601 Technology Way Denver, CO 80237 Gregory B. Salsbury Executive Vice President 7601 Technology Way Denver, CO 80237 Kathleen Schofield Vice President 7601 Technology Way Denver, CO 80237 Greg Smith Senior Vice President 7601 Technology Way Denver, CO 80237 Sam Somuri Vice President 7601 Technology Way Denver, CO 80237 David Sprague Senior Vice President 7601 Technology Way Denver, CO 80237 Daniel Starishevsky Senior Vice President 7601 Technology Way Denver, CO 80237 Doug Townsend Vice President and Controller and FinOp 7601 Technology Way Denver, CO 80237 C. Ray Trueblood Vice President 7601 Technology Way Denver, CO 80237 Daniel Wright Vice President and Chief Compliance Officer 7601 Technology Way Denver, CO 80237 Phil Wright Vice President 7601 Technology Way Denver, CO 80237 (c) Name of Principal Net Underwriting Compensation on Brokerage Compensation Underwriter Discounts and Redemption or Commissions Commissions Annuitization Jackson National Life Not Applicable Not Applicable Not Applicable Not Applicable Distributors LLC Item 30. Location of Accounts and Records Jackson National Life Insurance Company 1 Corporate Way Lansing, Michigan 48951 Jackson National Life Insurance Company Institutional Marketing Group Service Center 1 Corporate Way Lansing, Michigan 48951 Jackson National Life Insurance Company 7601 Technology Way Denver, Colorado 80237 Jackson National Life Insurance Company 225 West Wacker Drive, Suite 1200 Chicago, IL 60606 Item 31. Management Services Not Applicable Item 32. Undertakings and Representations a. Jackson National Life Insurance Company of New York hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted. b. Jackson National Life Insurance Company of New York hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information. c. Jackson National Life Insurance Company of New York hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request. d. Jackson National Life Insurance Company of New York represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred, and the risks assumed by Jackson National Life Insurance Company of New York. e. The Registrant hereby represents that any contract offered by the prospectus and which is issued pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended, is issued by the Registrant in reliance upon, and in compliance with, the Securities and Exchange Commission's industry-wide no-action letter to the American Council of Life Insurance (publicly available November 28, 1988) which permits withdrawal restrictions to the extent necessary to comply with IRC Section 403(b)(11). SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment and has caused this Post-Effective Amendment to be signed on its behalf, in the City of Lansing, and State of Michigan, on this 4th day of June, 2007. JNLNY Separate Account II (Registrant) Jackson National Life Insurance Company of New York By: THOMAS J. MEYER ------------------- Thomas J. Meyer Senior Vice President, General Counsel, Secretary and Director Jackson National Life Insurance Company of New York (Depositor) By: THOMAS J. MEYER ------------------- Thomas J. Meyer Senior Vice President, General Counsel, Secretary and Director As required by the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Clark P. Manning Date President and Chief Executive Officer THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Andrew B. Hopping Date Executive Vice President, Chief Financial Officer, and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Herbert G. May III Date Chief Administrative Officer and Director THOMAS J. MEYER June 4, 2007 ------------------- ----------------- Thomas J. Meyer Date Senior Vice President, General Counsel, Secretary and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- John J. Brown Date Vice President - Government Relations and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Marianne Clone Date Vice President - Administration - Customer Service Center and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Julia A. Goatley Date Vice President, Senior Counsel, Assistant Secretary and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Russell E. Peck Date Vice President - Financial Operations and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Gregory B. Salsbury Date Vice President and Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Donald B. Henderson, Jr. Date Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- David C. Porteous Date Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Donald T. DeCarlo Date Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Joanne P. McCallie Date Director THOMAS J. MEYER* June 4, 2007 ------------------- ----------------- Gary H. Torgow Date Director * Thomas J. Meyer, Senior Vice President, Secretary, General Counsel and Attorney-in-Fact POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors and/or officers of JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK (the Depositor), a New York corporation, hereby appoint Clark P. Manning, Jr., Andrew B. Hopping, Thomas J. Meyer, Patrick W. Garcy, Susan S. Rhee and Anthony L. Dowling (each with power to act without the others) his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his/her name, place and stead, in any and all capacities, to sign applications and registration statements, and any and all amendments, with power to affix the corporate seal and to attest it, and to file the applications, registration statements, and amendments, with all exhibits and requirements, in accordance with the Securities Act of 1933, the Securities and Exchange Act of 1934, and/or the Investment Company Act of 1940. This Power of Attorney concerns JNLNY Separate Account I (333-37175, 333-48822, 333-70384, 333-81266, 333-118370, 333-119659 and 333-137485), JNLNY Separate Account II (333-86933), and JNLNY Separate Account IV (333-109762 and 333-118132), as well as any future separate accounts the Depositor establishes through which securities, particularly variable annuity contracts and variable universal life insurance policies, are to be offered for sale. The undersigned grant to each attorney-in-fact and agent full authority to take all necessary actions to effectuate the above as fully, to all intents and purposes, as he/she could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This instrument may be executed in one or more counterparts. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 2nd day of January, 2007. CLARK P. MANNING, JR ---------------------------------------------- Clark P. Manning, Jr. President and Chief Executive Officer ANDREW B. HOPPING ---------------------------------------------- Andrew B. Hopping Executive Vice President, Chief Financial Officer and Director HERBERT G. MAY III ---------------------------------------------- Herbert G. May III Chief Administrative Officer and Director THOMAS J. MEYER ---------------------------------------------- Thomas J. Meyer Senior Vice President, General Counsel and Director JOHN H. BROWN ---------------------------------------------- John H. Brown Vice President and Director MARIANNE CLONE ---------------------------------------------- Marianne Clone Vice President and Director JULIA A. GOATLEY ---------------------------------------------- Julia A. Goatley Vice President, Senior Counsel, Assistant Secretary and Director RUSSELL E. PECK ---------------------------------------------- Russell E. Peck Vice President and Director GREGORY B. SALSBURY ---------------------------------------------- Gregory B. Salsbury Vice President and Director DONALD B. HENDERSON, JR. ---------------------------------------------- Donald B. Henderson, Jr. Director DAVID L. PORTEOUS ---------------------------------------------- David L. Porteous Director DONALD T. DECARLO ---------------------------------------------- Donald T. DeCarlo Director JOANNE P. MCCALLIE ---------------------------------------------- Joanne P. McCallie Director GARY H. TORGOW ---------------------------------------------- Gary H. Torgow Director EXHIBIT LIST Exhibit No. Description 9. Opinion and Consent of Counsel, attached hereto as EX-9.

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘485BPOS’ Filing    Date First  Last      Other Filings
Filed on / Effective on:6/4/0713485BPOS,  AW
4/30/0712485BPOS
4/27/0713485BPOS
3/30/073
12/31/06324F-2NT,  NSAR-U
12/31/05324F-2NT,  NSAR-U
12/29/053
10/25/053
12/31/04324F-2NT,  NSAR-U
4/30/043485BPOS
4/30/033485BPOS
4/30/023485BPOS
10/10/013485BPOS
12/21/993N-4/A
9/10/993N-4,  N-8A
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