Amendment to
Amendment to
Amended and Restated Investment Advisory
and Management Agreement
between JNL Variable Fund LLC and
Xxxxxxx National Asset Management, LLC
This Amendment is made by and between JNL Variable Fund LLC, a Delaware limited liability company (“Fund”) and Xxxxxxx National Asset Management, LLC, a Michigan limited liability company (“Adviser”).
Whereas, the Adviser and the Fund entered into an Amended and Restated Investment Advisory and Management Agreement effective December 1, 2012, as amended effective April 29, 2013 and May 30, 2013 (“Agreement”), whereby the Adviser agreed to provide certain advisory services to several separate series of shares (each a “fund”) of the Fund.
Whereas, the following fund mergers have been approved by the Board of Managers of the Fund and the Board of Trustees of JNL Series Trust (“JNLST”):
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JNL/Mellon Capital DowSM Dividend Fund of the Fund is being merged into the JNL/S&P Dividend Income & Growth Fund of JNLST;
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JNL/Mellon Capital S&P® 10 Fund of the Fund is being merged into the JNL/Mellon Capital S&P® 24 Fund of the Fund;
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JNL/Mellon Capital Select Small-Cap Fund of the Fund is being merged into the JNL/Mellon Capital Small Cap Index Fund of JNLST; and
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JNL/Mellon Capital VIP Fund of the Fund is being merged into the JNL/Mellon Capital S&P 500 Index Fund of JNLST.
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Whereas, pursuant to the mergers outlined herein-above, the parties have agreed to amend Schedule A and Schedule B of the Agreement to remove the following funds:
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JNL/Mellon Capital DowSM Dividend Fund;
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JNL/Mellon Capital S&P® 10 Fund;
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JNL/Mellon Capital Select Small-Cap Fund; and
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JNL/Mellon Capital VIP Fund.
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Now Therefore, in consideration of the mutual covenants herein contained, the parties hereby agree to amend the Agreement as follows:
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1.
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Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated September 16, 2013, attached hereto.
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2.
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Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated September 16, 2013, attached hereto.
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In Witness Whereof, the Adviser and the Fund have caused this Amendment to be executed as of this 26th day of June 2013, effective September 16, 2013.
| JNL Variable Fund LLC | Xxxxxxx National Asset Management, LLC | |||
| By: |
/s/ Xxxxxxx X. Xxxxxx
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By: |
/s/ Xxxx X. Xxxxx
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| Name: |
Xxxxxxx X. Xxxxxx
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Name: |
Xxxx X. Xxxxx
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| Title: |
Assistant Secretary
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Title: |
President and CEO
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Schedule A
Dated September 16, 2013
(List of Funds)
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Funds
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JNL/Mellon Capital DowSM 10 Fund
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JNL/Mellon Capital Global 15 Fund
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JNL/Mellon Capital 25 Fund
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JNL/Mellon Capital Nasdaq® 25 Fund
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JNL/Mellon Capital Value Line® 30 Fund
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JNL/Mellon Capital S&P® 24 Fund
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JNL/Mellon Xxxxxxx XXX 0 Xxxx
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XXX/Xxxxxx Capital JNL Optimized 5 Fund
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JNL/Mellon Capital S&P® XXxx 60 Fund
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JNL/Mellon Capital NYSE® International 25 Fund
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JNL/Mellon Capital Communications Sector Fund
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JNL/Mellon Capital Consumer Brands Sector Fund
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JNL/Mellon Capital Oil & Gas Sector Fund
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JNL/Mellon Capital Financial Sector Fund
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JNL/Mellon Capital Healthcare Sector Fund
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JNL/Mellon Capital Technology Sector Fund
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A-1
Schedule B
Dated September 16, 2013
(Compensation)
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Fund
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Assets
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Advisory Fee
(Annual Rate Based on Average Net Assets of each Fund)
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JNL/Mellon Capital DowSM 10 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Global 15 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital 25 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Nasdaq® 25 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Value Line® 30 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital S&P® 24 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital JNL 5 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital JNL Optimized 5 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital S&P® XXxx 60 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital NYSE® International 25 Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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B-1
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Fund
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Assets
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Advisory Fee
(Annual Rate Based on Average Net Assets of each Fund)
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JNL/Mellon Capital Communications Sector Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Consumer Brands Sector Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Healthcare Sector Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Oil & Gas Sector Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Financial Sector Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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JNL/Mellon Capital Technology Sector Fund
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$0 to $50 million
$50 to $100 million
$100 million to $750 million
Over $750 million
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.34%
.31%
.28%
.27%
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B-2
