Amendment to

Amended and Restated Investment Advisory

and Management Agreement

between JNL Variable Fund LLC and

Jackson National Asset Management, LLC

This Amendment is made by and between JNL Variable Fund LLC, a Delaware limited liability company (“Fund”) and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

Whereas, the Adviser and the Fund entered into an Amended and Restated Investment Advisory and Management Agreement effective December 1, 2012, as amended effective April 29, 2013 and May 30, 2013 (“Agreement”), whereby the Adviser agreed to provide certain advisory services to several separate series of shares (each a “fund”) of the Fund.

Whereas, the following fund mergers have been approved by the Board of Managers of the Fund and the Board of Trustees of JNL Series Trust (“JNLST”):

- JNL/Mellon Capital DowSM Dividend Fund of the Fund is being merged into the JNL/S&P Dividend Income & Growth Fund of JNLST;

- JNL/Mellon Capital S&P® 10 Fund of the Fund is being merged into the JNL/Mellon Capital S&P® 24 Fund of the Fund;

- JNL/Mellon Capital Select Small-Cap Fund of the Fund is being merged into the JNL/Mellon Capital Small Cap Index Fund of JNLST; and

- JNL/Mellon Capital VIP Fund of the Fund is being merged into the JNL/Mellon Capital S&P 500 Index Fund of JNLST.

Whereas, pursuant to the mergers outlined herein-above, the parties have agreed to amend Schedule A and Schedule B of the Agreement to remove the following funds:

- JNL/Mellon Capital DowSM Dividend Fund;

- JNL/Mellon Capital S&P® 10 Fund;

- JNL/Mellon Capital Select Small-Cap Fund; and

- JNL/Mellon Capital VIP Fund.

Now Therefore, in consideration of the mutual covenants herein contained, the parties hereby agree to amend the Agreement as follows:

1. Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated September 16, 2013, attached hereto.

2. Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated September 16, 2013, attached hereto.

In Witness Whereof, the Adviser and the Fund have caused this Amendment to be executed as of this 26th day of June 2013, effective September 16, 2013.

JNL Variable Fund LLC		Jackson National Asset Management, LLC
By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

Schedule A

Dated September 16, 2013

(List of Funds)

Funds

JNL/Mellon Capital DowSM 10 Fund

JNL/Mellon Capital Global 15 Fund

JNL/Mellon Capital 25 Fund

JNL/Mellon Capital Nasdaq® 25 Fund

JNL/Mellon Capital Value Line® 30 Fund

JNL/Mellon Capital S&P® 24 Fund

JNL/Mellon Capital JNL 5 Fund

JNL/Mellon Capital JNL Optimized 5 Fund

JNL/Mellon Capital S&P® SMid 60 Fund

JNL/Mellon Capital NYSE® International 25 Fund

JNL/Mellon Capital Communications Sector Fund

JNL/Mellon Capital Consumer Brands Sector Fund

JNL/Mellon Capital Oil & Gas Sector Fund

JNL/Mellon Capital Financial Sector Fund

JNL/Mellon Capital Healthcare Sector Fund

JNL/Mellon Capital Technology Sector Fund

A-1

Schedule B

Dated September 16, 2013

 (Compensation)

Fund	Assets	Advisory Fee (Annual Rate Based on Average Net Assets of each Fund)
JNL/Mellon Capital DowSM 10 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Global 15 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital 25 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Nasdaq® 25 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Value Line® 30 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital S&P® 24 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital JNL 5 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital JNL Optimized 5 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital S&P® SMid 60 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital NYSE® International 25 Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%

B-1

Fund Assets Advisory Fee (Annual Rate Based on Average Net Assets of each Fund)

JNL/Mellon Capital Communications Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Consumer Brands Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Healthcare Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Oil & Gas Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Financial Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/Mellon Capital Technology Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%

B-2