EX-99 5 amend_1201.txt EX-99.(g)(1) AMENDMENT TO AMENDED AND RESTATED MUTUAL FUND CUSTODY AND SERVICES AGREEMENT This Amendment dated the ___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 225 Wacker Drive, Suite 1200, Chicago, IL 60606, and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian") a Massachusetts trust company with its principal place of business at One Boston Place, Boston, MA 02108." 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: ___________________________________ Name: Andrew B. Hopping Title: President BOSTON SAFE DEPOSIT AND TRUST COMPANY By: _____________________________________ Name: Title: APPENDIX A LIST OF AUTHORIZED PERSONS I, Thomas J. Meyer, 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 Andrew B. Hopping ------------------------------------ Thomas J. Meyer ------------------------------------ Robert A. Fritts ------------------------------------ Mark D. Nerud ------------------------------------ Susan S. Rhee ------------------------------------ William V. Simon ------------------------------------ Layne Glunt ------------------------------------ JNL VARIABLE FUND LLC JNL VARIABLE FUND III LLC JNL VARIABLE FUND V LLC JNLNY VARIABLE FUND I LLC By: --------------------------------- Secretary Dated: APPENDIX B FUND OFFICERS I, Thomas J. Meyer, 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 Andrew B. Hopping Chairman of the Board and President ---------------------- Robert A. Fritts Vice President, Treasurer and Chief Financial Officer ---------------------- Thomas J. Meyer Vice President, Secretary and Counsel ---------------------- Mark D. Nerud Vice President and Assistant Treasurer ---------------------- Susan S. Rhee Assistant Secretary ---------------------- JNL VARIABLE FUND LLC JNL VARIABLE FUND III LLC JNL VARIABLE FUND V LLC JNLNY VARIABLE FUND I LLC By: --------------------------------- 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: ---------------------------- ------------------------------ 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 __, 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