EX-99.23(h)(35)
AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
BETWEEN JNL VARIABLE FUND AND ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is made by and between ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company ("Administrator"), and JNL VARIABLE
FUND LLC, a Delaware limited liability company ("Fund").
WHEREAS, the Administrator and the Fund entered into an Amended and
Restated Administration Agreement dated as of December 3, 2007 ("Agreement"),
whereby the Administrator agreed to provide certain administrative services to
several separate series of shares (each a "fund") of the Fund.
WHEREAS, the parties have agreed to amend section 20, "CHOICE OF LAW," of
the Agreement to change the governing law venue 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 "CHOICE OF LAW" section as follows:
20. CHOICE OF LAW
This Agreement is made and to be principally performed in the State of
Illinois, and except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State
of Illinois.
This Amendment may be executed in two or more counterparts which together shall
constitute one document.
IN WITNESS WHEREOF, the Administrator and the Fund have caused this
Amendment to be executed as of this 29th day of December, 2008.
JNL VARIABLE FUND LLC ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
By: __________________________________ By: _________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Counsel, Title: President
and Secretary