EX-99.g.3
AMENDMENT TO
AMENDED AND RESTATED
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
This Amendment dated the 31st day of December, 2001, to the Amended and
Restated Mutual Fund Custody and Service Agreement effective as of May 1, 2001
(the "Agreement") by and between JNL Variable Fund LLC, JNL Variable Fund III
LLC and JNL Variable Fund V LLC (each individually the "Fund") and Boston Safe
Deposit and Trust Company (the "Custodian").
WHEREAS, the Fund and the Custodian have entered into the Agreement; and
WHEREAS, pursuant to Article IV, Section 9(d) of the Agreement, the Fund
and the Custodian wish to amend the Agreement and add the JNLNY Variable Fund I
LLC as an additional Fund to the Agreement and the JNL/First Trust The Dow (SM)
Target 10 Series as a series to that Fund (each such series, together with all
other series established by a Fund and made subject to the Agreement in
accordance with the terms thereof, shall be referred to as a "Series" and
collectively as the "Series").
NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:
1. To amend the introductory paragraph to read as follows:
"This AGREEMENT is effective as of May 1, 2001, and is between JNL VARIABLE
FUND LLC, JNL VARIABLE FUND III LLC, JNL VARIABLE FUND V LLC and JNLNY
VARIABLE FUND I LLC (each individually the "Fund'), each a Delaware limited
liability company organized under the laws of Delaware having its principal
office and place of business at 000 Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX
00000, and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian") a
Massachusetts trust company with its principal place of business at Xxx
Xxxxxx Xxxxx, Xxxxxx, XX 00000."
2. To amend Article IV, Section 9(c) to add the name of the JNLNY Variable
Fund I LLC to the list of offices of the Fund.
3. To delete Appendices A, B, and D of the Agreement and substitute them with
Appendices A, B, and D attached hereto.
4. To delete Appendix E of the Agreement in its entirety.
5. To delete Appendix F of the Agreement, change Appendix F to Appendix E
throughout the Agreement and substitute Appendix F of the Agreement with
Appendix E attached hereto. 6. Except as specifically amended hereby, the
Agreement shall remain in full force and effect in accordance with its
terms.
7. The Fund and the Custodian hereby each represent and warrant to the other
that it has full authority to enter into this Amendment upon the terms and
conditions hereof and that the individual executing this Amendment on its
behalf has the requisite authority to bind the Fund or Custodian to this
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth above.
JNL VARIABLE FUND LLC
JNL VARIABLE FUND III LLC
JNL VARIABLE FUND V LLC
JNLNY VARIABLE FUND I LLC
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, Xxxxxx X. Xxxxx, the Secretary of the JNL Variable Fund LLC, JNL
Variable Fund III LLC, JNL Variable Fund V LLC and JNLNY Variable Fund I LLC,
each a Limited Liability Company organized under the laws of Delaware (each
individually, the "Fund"), do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Instructions on behalf of the Fund and each Series thereof and
the specimen signatures set forth opposite their respective names are their true
and correct signatures:
Name Signature
Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxx /s/ Xxxx X. Xxxxx
--------------------------------------------
Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
--------------------------------------------
Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxx Xxxxx /s/ Xxxxx Xxxxx
--------------------------------------------
JNL VARIABLE FUND LLC
JNL VARIABLE FUND III LLC
JNL VARIABLE FUND V LLC
JNLNY VARIABLE FUND I LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Secretary
Dated:
APPENDIX B
FUND OFFICERS
I, Xxxxxx X. Xxxxx, the Secretary of the JNL Variable Fund LLC, JNL
Variable Fund III LLC, JNL Variable Fund V LLC AND JNLNY Variable Fund I LLC,
each a Limited Liability Company organized under the laws of Delaware (each
individually, the "Fund"), do hereby certify that:
The following individuals serve in the following positions with the
Series and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the Fund's governing
instrument and the specimen signatures set forth opposite their respective names
are their true and correct signatures:
Name Position Signature
Xxxxxx X. Xxxxxxx Chairman of the Board /s/ Xxxxxx X. Xxxxxxx
and President -----------------------
Xxxxxx X. Xxxxxx Vice President, Treasurer /s/ Xxxxxx X. Xxxxxx
and Chief Financial Officer -----------------------
Xxxxxx X. Xxxxx Vice President, Secretary /s/ Xxxxxx X. Xxxxx
and Counsel -----------------------
Xxxx X. Xxxxx Vice President and /s/ Xxxx X. Xxxxx
Assistant Treasurer -----------------------
Xxxxx X. Xxxx Assistant Secretary /s/ Xxxxx X. Xxxx
-----------------------
JNL VARIABLE FUND LLC
JNL VARIABLE FUND III LLC
JNL VARIABLE FUND V LLC
JNLNY VARIABLE FUND I LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Secretary
Dated:
APPENDIX D
ANCILLARY INFORMATION SERVICES AGREEMENT
Until Custodian provides a Risk Analysis pursuant to Article III of the
Agreement with respect to a Securities Depository operating in a particular
country as set forth on Appendix C, the following sets forth our agreement with
respect to the delivery of certain information to the Board or its agents as
requested by the Board from time to time. These terms shall control over the
provisions of Article III of this Agreement but shall cease to apply as to any
country for which Custodian provides a Risk Analysis for one or more Securities
Depositories operating therein. Otherwise, unless continued as provided below,
these provisions shall expire on July 2, 2001.
After expiration, the information set forth in Sections 2, A and B
below may be provided as agreed upon from time to time in writing between the
Fund and the Custodian subject to Section 3 hereof.
1. Provision of Information. In accordance with the provisions of this
Information Services Agreement, the Custodian agrees to provide to the Board, or
at the direction of the Board, the Fund's investment advisors, the information
set forth in Section 2, below, with respect to Foreign Custodians and Securities
Depositories which hold Securities, Assets, or other property of the Series and
the systems and environment for securities processing in the jurisdiction in
which such Foreign Custodians or Securities Depositories are located. The
Custodian shall provide only that portion of such information as is reasonably
available to it.
2. Information to be Provided.
A. Country Information
o Settlement Environment
o Depository
o Settlement Period
o Trading
o Security Registration
o Currency
o Foreign Investment Restrictions
o Entitlements
o Proxy Voting
o Foreign Taxation
B. Subcustodian Information o Financial Information
o Regulator
o External Auditor
o How Securities are Held
o Operational Capabilities
o Insurance Coverage
C. Depository Information (if applicable to the Country)
o Name
o Information relative to Determining Compulsory or Voluntary
Status of the Facility
o Type of Entity
o Ownership Structure
o Operating History
o Eligible Instruments
o Security Form
o Financial Data
o Regulator
o External Auditor
D. Information on the Following Legal Questions
o Would the applicable foreign law restrict the access afforded the
independent public accountants of the Series to books and records
kept by a Foreign Custodian?
o Would the applicable foreign law restrict the ability of the
Series to recover its assets in the event of bankruptcy of the
Foreign Custodian?
o Would the applicable foreign law restrict the ability of the
Series to recover assets that are lost while under the control of
the Foreign Custodian?
o What are the foreseeable difficulties in converting the Series' cash
into U.S. dollars?
3. Liability and Warranties. While the Custodian will take reasonable
precautions to ensure that information provided is accurate the Custodian shall
have no liability with respect to information provided to it by third parties.
Due to the nature and source of information, and the necessity of relying on
various information sources, most of which are external to the Custodian, the
Custodian shall have no liability for direct or indirect use of such
information. The Custodian makes no other warranty or representation, either
express or implied, as to the merchantability or fitness for any particular
purpose of the information provided under this Appendix D
Acknowledged:
/s/ Xxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx
---------------------------- ------------------------------
JNL Variable Fund LLC Boston Safe Deposit and Trust Company
JNL Variable Fund III LLC
JNL Variable Fund V LLC
JNLNY Variable Fund I LLC
APPENDIX E
LIST OF SERIES
(as of December 31, 2001)
JNL VARIABLE FUND LLC
Series:
JNL/First Trust The Dow(SM) Target 5 Series
JNL/First Trust The Dow(SM) Target 10 Series
JNL/First Trust The S&P(R) Target 10 Series
JNL/First Trust Global Target 15 Series
JNL/First Trust Target 25 Series
JNL/First Trust Target Small-Cap Series
JNL/First Trust Technology Sector Series
JNL/First Trust Pharmaceutical/Healthcare Sector Series
JNL/First Trust Financial Sector Series
JNL/First Trust Energy Sector Series
JNL/First Trust Leading Brands Sector Series
JNL/First Trust Communications Sector Series
JNL VARIABLE FUND III LLC
Series
JNL/First Trust The Dow(SM) Target 10 Series
JNL VARIABLE FUND V LLC
Series
JNL/First Trust The Dow(SM) Target 10 Series
JNLNY VARIABLE FUND I LLC
Series
JNL/First Trust The Dow (SM) Target 10 Series
