Amendment to JNL Variable Fund LLC Second Amended and Restated Distribution Agreement
Amendment to JNL Variable Fund LLC
Second Amended and Restated Distribution Agreement
This Amendment is made by and between JNL
Variable Fund LLC, a Delaware limited liability company (the “Company”), and Xxxxxxx National Life Distributors LLC (“JNLD”), a broker-dealer registered with the U.S. Securities and
Exchange Commission and the Financial Industry Regulatory Authority.
Whereas, the Company and JNLD (the “Parties”) entered into a Second Amended and Restated Distribution Agreement effective July 1, 2017, as amended (the “Agreement”), whereby the Company appointed JNLD as distributor (the “Distributor”) of the shares of the separate funds (the “Funds”) of the Company, as set forth on Schedule A of the Agreement.
Whereas, the Board of Managers of the Company (the “Board”) has approved fund mergers for certain funds and fund name changes, as outlined below, effective June 24, 2019 (collectively, the “Fund Changes”):
Fund Mergers
1)
JNL/Mellon Capital JNL 5 Fund to merge into the JNL/RAFI® Multi-Factor U.S. Equity Fund of JNL Series Trust; and
2)
JNL/Mellon Capital S&P® XXxx 60 Fund to merge into the JNL/RAFI® Fundamental U.S. Small Cap Fund of JNL Series Trust.
Fund Name Changes
1)
JNL/Mellon Capital DowSM Index Fund change to JNL/Mellon DowSM Index Fund;
2)
JNL/Mellon Capital MSCI World Index Fund change to JNL/Mellon MSCI World Index Fund;
3)
JNL/Mellon Capital Nasdaq® 100 Index Fund change to JNL/Mellon Nasdaq® 100 Index Fund;
4)
JNL/Mellon Capital Consumer Discretionary Sector Fund change to JNL/Mellon Consumer Discretionary Sector Fund;
5)
JNL/Mellon Capital Energy Sector Fund change to JNL/Mellon Energy Sector Fund;
6)
JNL/Mellon Capital Financial Sector Fund change to JNL/Mellon Financial Sector Fund;
7)
JNL/Mellon Capital Healthcare Sector Fund change to JNL/Mellon Healthcare Sector Fund;
8)
JNL/Mellon Capital Information Technology Sector Fund change to JNL/Mellon Information Technology Sector Fund; and
9)
JNL/Mellon Capital Telecommunications Sector Fund change to JNL/Mellon Communication Services Sector Fund.
Whereas, pursuant to Board approval of the Fund Changes, as outlined above, the Parties have agreed to amend the Agreement, effective June 24, 2019, to update the list of funds to remove the merged funds, and to update the fund names in Schedule A.
Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:
| 1) | Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated June 24, 2019, attached hereto. |
| 2) | Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment. |
| 3) | This Amendment may be executed in one or more counterparts, which together shall constitute one document. |
In Witness Whereof, the Company and the Distributor have caused this Amendment to be executed, effective June 24, 2019.
|
Attest:
|
JNL Variable Fund LLC | ||||
| By: | /s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx | Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Assistant Secretary | ||||
| Attest: |
Xxxxxxx National Life Distributors LLC
|
||||
| By: | /s/ Xxxxxxxx Xxxxxxxx | By: | /s/ Xxxxxx Xxxx | ||
| Name: | Xxxxxx Xxxx | ||||
| Title: | EVP JNLD Operations | ||||
| -2- |
Schedule A
Dated June 24, 2019
| Fund | Class |
Maximum 12b-1 Fee1
|
| JNL/Mellon DowSM Index Fund |
Class A Class I |
0.30% None |
| JNL/Mellon MSCI World Index Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Nasdaq® 100 Index Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Communication Services Sector Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Consumer Discretionary Sector Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Energy Sector Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Financial Sector Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Healthcare Sector Fund |
Class A Class I |
0.30% None |
| JNL/Mellon Information Technology Sector Fund |
Class A Class I |
0.30% None |
1 As a percentage of the average daily net assets attributable to the specified class of shares.
| A-1 |
