EX-99.D 2 advisoryagmnt_0107.txt (5)ADVISORYAGMT_0107 Ex-99.23(d)(5) AMENDMENT TO INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN JNL INVESTORS SERIES TRUST AND JACKSON NATIONAL ASSET MANAGEMENT, LLC This Amendment is made as of January 16, 2007, between JNL Investors Series Trust, a Massachusetts business trust (the "Trust") and Jackson National Asset Management, LLC, a Michigan limited liability company (the "Adviser"). WHEREAS, the Trust and the Adviser are parties to an Investment Advisory and Management Agreement dated November 1, 2005 ("Advisory Agreement"). WHEREAS, the Trust and the Adviser are currently in compliance and will remain in compliance with their respective obligations under Rule 38a-1 under the Investment Company Act of 1940, as amended relating to the Trust and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended relating to the Adviser; WHEREAS, the parties wish to amend the Advisory Agreement; and WHEREAS, in order to reflect the addition of five new Funds to the Trust. 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 January 16, 2007, attached hereto. 2. Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated January 16, 2007, attached hereto. 3. This Amendment may be executed in two or more counterparts which together shall constitute one document. JNL INVESTORS SERIES TRUST JACKSON NATIONAL ASSET MANAGEMENT, LLC By: _______________________________ By: _______________________________ Name: Mark D. Nerud Name: Susan S. Rhee Title: President and Title: Chief Legal Officer Chief Executive Officer and Secretary SCHEDULE A DATED JANUARY 16, 2007 (Fund) Jackson Perspective 5 Fund Jackson Perspective Index 5 Fund Jackson Perspective 10 x 10 Fund Jackson Perspective Optimized 5 Fund Jackson Perspective Money Market Fund JNL Money Market Fund SCHEDULE B DATED JANUARY 16, 2007 ADVISORY FEE (ANNUAL RATE BASED ON AVERAGE NET ASSETS FUND ASSETS OF EACH FUND) Jackson Perspective 5 Fund $0 to $50 million 0.65% $50 to $100 million 0.65% $100 to $250 million 0.65% $250 million to $750 million 0.60% Over $750 million 0.60% Jackson Perspective Index 5 Fund $0 to $50 million 0.65% $50 to $100 million 0.65% $100 to $250 million 0.65% $250 million to $750 million 0.60% Over $750 million 0.60% Jackson Perspective 10 x 10 Fund All Assets 0% Jackson Perspective Optimized 5 Fund $0 to $50 million 0.65% $50 to $100 million 0.65% $100 to $250 million 0.65% $250 million to $750 million 0.60% Over $750 million 0.60% Jackson Perspective Money Market Fund $0 to $500 million 0.40% Over $500 million 0.35% JNL Money Market Fund $0 to $750 million 0.20% Over $750 million 0.18%