EX-99.23(h)(36)
AMENDMENT
TO TRANSFER AGENCY AGREEMENT
BETWEEN JNL VARIABLE FUND LLC AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AMENDMENT made as of this 29th day of December, 2008, by and between JNL
Variable Fund LLC, a Delaware limited liability corporation ("Fund"), and
Xxxxxxx National Asset Management, LLC, a Michigan limited liability company
("JNAM").
WITNESSETH
WHEREAS, the Fund and JNAM entered into a Transfer Agency Agreement
("Agreement") dated January 31, 2001;
WHEREAS, under the terms of the Agreement, JNAM renders certain transfer
agency and other services to units of beneficial interest in separate funds of
the Fund and the owners of record thereof; and
WHEREAS, the parties have agreed to amend section 13, "FORUM," and section
14, "MISCELLANEOUS," of the Agreement to change specific governing law venues
from the State of Michigan to the State of Illinois.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to replace the entire paragraph
under the "FORUM" section as follows:
13. FORUM. THE VARIABLE FUND IRREVOCABLY AGREES THAT, SUBJECT TO THE
AGENT'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS
IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM CONNECTION HEREWITH
SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN THE STATE OF
ILLINOIS. THE VARIABLE FUND HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION
OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE.
THE VARIABLE FUND HEREBY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND
TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER
PROCEEDING BROUGHT AGAINST THE VARIABLE FUND BY JNAM IN ACCORDANCE WITH
THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. THE VARIABLE FUND ACKNOWLEDGES THAT ITS WAIVER OF JNAM
TO ENTER INTO THIS AGREEMENT.
The parties further agree to amend the Agreement to replace the entire paragraph
under the "MISCELLANEOUS" section as follows:
14. MISCELLANEOUS. The Operating Agreement of Variable Fund as amended is
on file with the Secretary of The State of Delaware. The captions in this
Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. Any provision in this
Agreement requiring compliance with any statute or regulation shall mean
such statute or regulation as amended and in effect from time to time. This
Agreement shall be construed in accordance with the laws of the State of
Illinois (except as to paragraph 9 hereof which shall be construed in
accordance with the laws of the State of Delaware) and, subject to the
other provisions hereof, shall be binding upon and inure to the benefit of
the parties hereto and their respective successors. Neither this Agreement
nor any rights or obligations hereunder may be assigned by either party
without the prior written consent of the other. This Agreement constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof, whether oral or
written. This Agreement (including any exhibits or schedules hereto) may
not be amended except by written instrument executed by both parties, and
any such amendment which increases or otherwise alters JNAM's duties or
obligations shall not apply to any transaction or matter arising or
occurring prior to such amendment.
This Amendment may be executed in two or more counterparts which together shall
constitute one document.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed
as of the day and year first above written.
ATTEST: JNL VARIABLE FUND LLC
___________________________________ By:___________________________________
Name: Xxxxx X. Xxxx
Title: Vice President, Counsel,
and Secretary
ATTEST: XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
___________________________________ By: __________________________________
Name: Xxxx X. Xxxxx
Title: President
