EX-99.h(4)
AMENDMENT
TO
ADMINISTRATION AGREEMENT
BETWEEN
JNL VARIABLE FUND III LLC
AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company ("Administrator"), and JNL VARIABLE
FUND III LLC, a Delaware limited liability company ("JNL Variable Fund").
WHEREAS, the Administrator and the JNL Variable Fund entered into an
Administration Agreement dated as of January 31, 2001 ("Agreement"), whereby the
Administrator agreed to provide certain administrative services to the
investment portfolios of the JNL Variable Fund III LLC (each a "Fund"); and
WHEREAS, pursuant to the Agreement, each Fund agreed to pay the
Administrator for the services provided and the expenses assumed by each Fund as
set forth in Schedule B to the Agreement, and the Administrator agreed to accept
such fee as full compensation under the Agreement for such services and expenses
which included charges for services and expenses of the Managers; and
WHEREAS, the Managers of the JNL Variable Fund have resolved to exclude
from the Administration Agreement the compensation and expenses of the
disinterested Managers (as defined in the Investment Company Act of 1940, as
amended), effective as of May 16, 2002.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement, effective as of May 16, 2002,
as follows:
1. Sub-section .1.8 of the Administration Agreement is hereby deleted in its
entirety.
2. Section 2.2 of the Administration Agreement is hereby amended replacing the
period at the end of subsection 2.2.7 with a semi colon, and by adding to
the end of Section 2.2 a new Sub-section 2.2.8 which shall read:
"2.2.8 Managers' Fees and Expenses. All compensation of Managers, all
expenses incurred in connection with such Managers' services as
Managers, and all other expenses of meetings of the Managers or
committees thereof."
3. Schedule B is hereby amended by replacing Schedule B with the following:
Funds Fee
First Trust/JNL The DowSM Target 10 Fund .15%
IN WITNESS WHEREOF, the Administrator and the JNL Variable Fund have
caused this Amendment to be executed as of this 16th day of May, 2002.
XXXXXXX NATIONAL ASSET JNL VARIABLE FUND III LLC
MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxx
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Title: Chief Financial Officer Title: President
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