EX-99.77Q1 OTHR EXHB 2 vf577qe1.txt JNL VAR 5 AMENDMENT NO. 6 TO ADVISORY EX-99.d.9 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 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 V LLC By: /s/ Robert A. Fritts ------------------------------------------------ Name: Robert A. Fritts ---------------------------- Title: President --------------------------- JACKSON NATIONAL ASSET MANAGEMENT, LLC By: /s/ Andrew B. Hopping ------------------------------------------------ Name: Andrew B. Hopping ---------------------------- 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%