EX-99.d(5)

                                    AMENDMENT
                                       TO
                  INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
                                     BETWEEN
                             JNL VARIABLE FUND V LLC
                                       AND
                     JACKSON NATIONAL ASSET MANAGEMENT, LLC


     This  AMENDMENT  is by and  between  JNL  Variable  Fund V LLC,  a Delaware
limited  liability  company (the "Fund") and Jackson 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:

------------------------------------------------ ------------ ----------
First Trust/JNL The Dow Target 10 Fund            All Assets     .65%
------------------------------------------------ ------------ ----------

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 V LLC


                  By:    /s/ Andrew B. Hopping
                       -------------------------------

                  Name:    Andrew B. Hopping
                         -----------------------------

                  Title:   President
                          ----------------------------


                  JACKSON NATIONAL ASSET
                  MANAGEMENT, LLC


                  By:    /s/ Mark D. Nerud
                       -------------------------------

                  Name:    Mark D. Nerud
                         -----------------------------

                  Title:   Chief Financial Officer
                          ----------------------------