EX-99.d.9
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 Fund has a new sub-adviser; and
WHEREAS, the advisory fees for the Fund will be amended.
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. Schedule A to the Agreement is hereby deleted and replaced in its
entirety with Schedule A dated February 18, 2004, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated February 18, 2004, attached hereto.
3. 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 18th day of February,
2004.
JNL VARIABLE FUND III LLC
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------
Title: President
------------------------------------
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------
Title: President
SCHEDULE A
Dated February 18, 2004
JNL/Mellon Capital Management The DowSM 10 Fund
SCHEDULE B
Dated February 18, 2004
JNL/Mellon Capital Management The DowSM 10 Fund
$0 to $50 million .37%
$50 to $100 million .31%
Over $100 million .28%
