Amended and Restated Investment Advisory and Management Agreement Between JNL Variable Fund LLC and Jackson National Asset Management, LLC
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 (the “Fund”) and Xxxxxxx National Asset Management, LLC, a Michigan limited liability company (the “Adviser”).
Whereas, the Fund and the Adviser (the “Parties”) entered into an Amended and Restated
Investment Advisory and Management Agreement, effective December 1, 2012, as amended (the “Agreement”), whereby the Adviser agreed to provide certain advisory services to several separate series of shares (each a “fund”) of the Fund.
Whereas, the Board of Managers of the Fund has approved, and the Parties have agreed to amend Section 7. “Termination” to add clarifying language, effective September 6, 2019.
Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:
| 1) | Section 7. “Termination” shall be deleted and replaced, in its entirety, with the following: |
This Agreement may be terminated at any time as to a Series, without payment of any penalty, by the Board of Managers, including a majority of the non-interested members of the Board of Managers, or by the vote of a majority of the outstanding voting securities (as defined in the Act) of such Series on sixty (60) days’ written notice to the Adviser. Similarly, the Adviser with the consent of the Managers (including a majority of the non-interested members of the Board of Managers) may terminate this Agreement without penalty on like notice to the Fund provided, however, that this Agreement may not be terminated by the Adviser unless another investment advisory agreement has been approved by the Fund in accordance with the Act, or after six months’ written notice, whichever is earlier. This Agreement shall automatically terminate in the event of its assignment (as defined in the Act).
| 2) | Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. |
| 3) | 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. |
| 4) | This Amendment may be executed in one or more counterparts, which together shall constitute one document. |
In Witness Whereof, the Adviser and the Fund have caused this Amendment to be executed, effective September 6, 2019.
|
|
Xxxxxxx National Asset Management, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | By: | /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | Name: | Xxxx X. Xxxxx | ||
| Title: | Assistant Secretary | Title: | President and CEO | ||
