Amendment to Amended and Restated Administration Agreement Between JNL Variable Fund LLC and Jackson National Asset Management, LLC
Amendment to
Amended and Restated Administration Agreement
Between JNL Variable Fund 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 LLC, a Delaware limited liability company (“Fund”).
Whereas, the Fund and the Administrator entered into an Amended and Restated Administration Agreement effective as of February 28, 2012 (“Agreement”), whereby the Administrator agreed to perform certain administrative services to several separate Fund of shares (each a “Fund”) of the Fund, as listed on Schedule A of the Agreement.
Whereas, the Fund and the Administrator have agreed to amend the Agreement.
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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Paragraph 2.1.7 of the Agreement is hereby deleted and replaced in its entirety with the following:
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2.1.7 Legal and Accounting Fees. All charges for routine, day-to-day services and expenses of the Fund’s legal counsel and independent auditors excluding, however, the charges for services and expenses of independent legal counsel to the Disinterested Managers who are not “interested persons” (as such term is defined under Section 2(a)(19) of the 0000 Xxx) of the Funds (the “Disinterested Managers”) and further excluding any charges for services and expenses of the Fund’s legal counsel and independent auditors in connection with nonrecurring and extraordinary expenses of the type described in Section 2.2.4 herein. In addition, all audit and tax return related charges and expenses;
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2.
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Paragraph 2.2.4 of the Agreement is hereby deleted and replaced in its entirety with the following:
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2.2.4 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise, including, but not limited to, the costs of actions, suits, or proceedings to which a Fund is a party, the expenses a Fund may incur as a result of its legal obligation to provide indemnification to the Fund’s officers, Managers and agents, the costs associated with one-time transactions, such as terminating or merging a Fund, and any other expenses as approved by the Board of Managers;
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In Witness Whereof, the Administrator and the Fund have caused this Amendment to be executed as of September 5, 2013, effective as of September 5, 2013.
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Xxxxxxx National Asset Management, LLC
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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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