EX-99.d(5)
AMENDMENT
TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL VARIABLE FUND III LLC
AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is by and between JNL Variable Fund III LLC, a Delaware
limited liability company (the "Fund") and Xxxxxxx National Asset Management,
LLC, a Michigan limited liability company (the "Adviser").
WHEREAS, the Fund and the Adviser entered into an Investment Advisory and
Management Agreement dated January 31, 2001 (the "Agreement"), whereby the Fund
retained the Adviser to perform investment advisory and management services for
the Funds enumerated in the Agreement; and
WHEREAS, the advisory fee for the First Trust/JNL The Dow Target 10 Fund,
will be amended; and
NOW THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Fund and the Adviser agree as
follows:
1. As compensation for services performed and the facilities and personnel
provided by the Adviser under the Agreement, the Fund will pay to the
Adviser, promptly after the end of each month for the services rendered by
the Adviser during the preceding month, the sum of the following amounts:
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First Trust/JNL The Dow Target 10 Fund All Assets .65%
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2. The Fund and the Adviser agree to abide and be bound by all of the terms
and conditions set forth in the Agreement.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed by their duly authorized officers as of the 16th day of May, 2002.
JNL VARIABLE FUND III LLC
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------
Title: President
---------------------------
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
----------------------------
Title: Chief Financial Officer
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