EX-99.23(d)(15)
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
MELLON CAPITAL MANAGEMENT CORPORATION
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and MELLON CAPITAL MANAGEMENT CORPORATION, a Delaware corporation
and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of February 18, 2004 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to the JNL Variable Fund LLC, JNL Variable Fund III LLC, JNL Variable
Fund V LLC, and JNLNY Variable Fund I LLC (the "Funds");
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fee as full compensation
under the Agreement for such services and expenses;
WHEREAS, in order to reflect a change in the index names, the names of
certain Funds have been changed; and
WHEREAS, in order to reflect the merger of JNL/Mellon Capital Management
The DowSM 10 Fund (III) and JNL/Mellon Capital Management The DowSM 10 Fund (V)
into JNL/Mellon Capital Management JNL 5 Fund of JNL Variable Fund I LLC,
Schedules A and B must be amended and the Sub-Adviser will no longer be
providing sub-advisory services to JNL Variable Fund III LLC and JNL Variable
Fund V LLC.
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 May 2, 2005, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated May 2, 2005, attached hereto.
The parties hereto agree that unless specifically changed pursuant to this
Amendment, all terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 2nd day of May, 2005.
XXXXXXX NATIONAL ASSET MELLON CAPITAL MANAGEMENT
MANAGEMENT, LLC CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Meme Xxxxxx
Name: XXXXXX X. XXXXXXX Name: Meme Xxxxxx
Title: PRESIDENT Title: Director, Client Service
SCHEDULE A
Dated: May 2, 2005
(Funds)
JNL VARIABLE FUND LLC
JNL/Mellon Capital Management The DowSM 10 Fund
JNL/Mellon Capital Management The S&P(R) 10 Fund
JNL/Mellon Capital Management Global 15 Fund
JNL/Mellon Capital Management 25 Fund
JNL/Mellon Capital Management Select Small-Cap Fund
JNL/Mellon Capital Management Nasdaq(R) 15 Fund
JNL/Mellon Capital Management VIP Fund
JNL/Mellon Capital Management Value Line(R) 25 Fund
JNL/Mellon Capital Management JNL 5 Fund
JNL/Mellon Capital Management Communications Sector Fund
JNL/Mellon Capital Management Consumer Brands Sector Fund
JNL/Mellon Capital Management Financial Sector Fund
JNL/Mellon Capital Management Healthcare Sector Fund
JNL/Mellon Capital Management Oil & Gas Sector Fund
JNL/Mellon Capital Management Technology Sector Fund
JNLNY VARIABLE FUND I LLC
JNL/Mellon Capital Management The DowSM 10 Fund
JNL/Mellon Capital Management The S&P(R) 10 Fund
JNL/Mellon Capital Management Global 15 Fund
JNL/Mellon Capital Management 25 Fund
JNL/Mellon Capital Management Select Small-Cap Fund
JNL/Mellon Capital Management Nasdaq(R) 15 Fund
JNL/Mellon Capital Management Value Line(R) 25 Fund
SCHEDULE B
Dated: May 2, 2005
(Compensation)
JNL VARIABLE FUND LLC
JNL/MELLON CAPITAL MANAGEMENT THE DOWSM 10 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT THE S&P(R) 10 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT GLOBAL 15 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT 25 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT SELECT SMALL CAP FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT NASDAQ(R) 15 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT VIP FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT VALUE LINE(R) 25 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT JNL 5 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT COMMUNICATIONS SECTOR FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT CONSUMER BRANDS SECTOR FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT FINANCIAL SECTOR FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT HEALTHCARE SECTOR FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT OIL & GAS SECTOR FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT TECHNOLOGY SECTOR FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNLNY VARIABLE FUND I LLC
JNL/MELLON CAPITAL MANAGEMENT THE DOWSM 10 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT THE S&P(R) 10 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT GLOBAL 15 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT 25 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT SELECT SMALL CAP FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT NASDAQ(R) 15 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%
JNL/MELLON CAPITAL MANAGEMENT VALUE LINE(R) 25 FUND
ASSETS ANNUAL RATE
First $50 million 0.12%
Next $50 million 0.06%
Over $100 million 0.03%