EX-99.d.7
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 second paragraph under "2. Duties" on page 2 of the Agreement
has been revised; and
WHEREAS, in order to reflect a change in sub-adviser, the names of the
Funds have been changed; and
WHEREAS, the advisory fee for the JNL/Curian The DowSM 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. The second paragraph under "2. Duties" on page 2 of the Agreement is
hereby deleted and replaced in its entirety with the following:
The Adviser may delegate certain of its duties under this Agreement with
respect to a Fund to a sub-adviser or sub-advisers, subject to the approval of
the Managers, by entering into sub-advisory agreements (the "Sub-Advisory
Agreements") with one or more sub-advisers. The Adviser is solely responsible
for payment of any fees or other charges arising from such delegation and the
Fund shall have no liability therefore. The Fund may enter into Sub-Advisory
Agreements or amend Sub-Advisory Agreements without the approval of the
shareholders of the affected Funds, to the extent such approval is not required
pursuant to an applicable exemption under the Act or otherwise.
2. The name of the Fund is as follows:
JNL/Curian The DowSM Target 10 Fund
3. 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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JNL/Curian The DowSM Target 10 Fund All Assets . 43%
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4. 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 25th day of September,
2003.
JNL VARIABLE FUND III LLC
By:
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Name: Xxxxxx X. Xxxxxx
----------------------------
Title: President
---------------------------------------------
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By:
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Name: Xxxx X. Xxxxx
----------------------------
Title: Chief Financial Officer
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