AMENDMENT TO INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN
JNLNY VARIABLE FUND II LLC AND XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is by and between JNLNY Variable Fund II 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 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 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:
JNL/Curian The DowSM 10 Fund
All Assets . 43%
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 15th day of December, 2003.
JNLNY VARIABLE FUND II LLC
By:
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By:
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
