exd1xv_advisory04282014.htm

EX. 99.28(d)(1)(xv)

Amendment to

Amended and Restated Investment Advisory

and Management Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

This Amendment is made by and between JNL Series Trust, a Massachusetts business trust (“Trust”) and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

Whereas, the Trust and the Adviser entered into an Amended and Restated Investment Advisory and Management Agreement effective as of the 1st day of July, 2013, as amended September 16, 2013 (“Agreement”), whereby the Adviser agreed to perform certain investment advisory services, on behalf of several separate series of shares (each a “Series”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the following fund merger, fund name change, new funds, and new Cayman Islands Company have been approved by the Board of Trustees of the Trust:

Fund Merger

-	JNL/M&G Global Basics Fund being merged into the JNL/Oppenheimer Global Growth Fund

Fund Name Change

-	JNL/Brookfield Global Infrastructure Fund to JNL/Brookfield Global Infrastructure and MLP Fund

New Funds

-	JNL/AllianceBernstein Dynamic Asset Allocation Fund

-	JNL/MMRS Growth Fund

-	JNL/MMRS Moderate Fund

-	JNL/MMRS Conservative Fund

-	JNL/Scout Unconstrained Bond Fund

-	JNL/S&P Mid 3 Fund

-	JNL Investment Committee - Global Strategic Moderate with Alts Fund;

-	JNL Investment Committee - Global Strategic Moderately Aggressive with Alts Fund;

-	JNL Investment Committee - Strategic Moderate Fund; and

-	JNL Investment Committee - Strategic Moderately Aggressive Fund.

New Cayman Islands Company

JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd.

Whereas, pursuant to the fund merger, fund name change, and new funds outlined herein-above, the parties have agreed to amend Schedule A and Schedule B of the Agreement to:

-	remove the JNL/M&G Global Basics Fund;

-	change the JNL/Brookfield Global Infrastructure Fund to JNL/Brookfield Global Infrastructure and MLP Fund

-	add the JNL/AllianceBernstein Dynamic Asset Allocation Fund;

-	add the JNL/MMRS Growth Fund;

-	add the JNL/MMRS Moderate Fund;

-	add the JNL/MMRS Conservative Fund;

-	add the JNL/Scout Unconstrained Bond Fund;

-	add the JNL/S&P Mid 3 Fund;

-	add the JNL Investment Committee - Global Strategic Moderate with Alts Fund;

-	add the JNL Investment Committee - Global Strategic Moderately Aggressive with Alts Fund;

-	add the JNL Investment Committee - Strategic Moderate Fund; and

-	add the JNL Investment Committee - Strategic Moderately Aggressive Fund.

Whereas, pursuant to the new Cayman Islands Company outlined herein-above, the parties have agreed to amend Schedule C of the Agreement to:

- add the JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd.

Now Therefore, in consideration of the mutual covenants herein contained, the parties hereby agree to amend the Agreement as follows:

1.	Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated April 28, 2014, attached hereto.

2.	Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated April 28, 2014, attached hereto.

3.	Schedule C to the Agreement is hereby deleted and replaced in its entirety with Schedule C dated April 28, 2014, attached hereto.

In Witness Whereof, the Adviser and the Trust have caused this Amendment to be executed as of this January 27, 2014, effective as of April 28, 2014.

JNL Series Trust		Jackson National Asset Management, LLC

By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

Schedule A

Dated April 28, 2014

(List of Funds)

Funds

JNL/American Funds Balanced Allocation Fund

JNL/American Funds Blue Chip Income and Growth Fund

JNL/American Funds Global Bond Fund

JNL/American Funds Global Small Capitalization Fund

JNL/American Funds Growth Allocation Fund

JNL/American Funds Growth-Income Fund

JNL/American Funds International Fund

JNL/American Funds New World Fund

JNL/AllianceBernstein Dynamic Asset Allocation Fund

JNL/AQR Managed Futures Strategy Fund

JNL/BlackRock Commodity Securities Strategy Fund

JNL/BlackRock Global Allocation Fund

JNL/BlackRock Large Cap Select Growth Fund

JNL/Brookfield Global Infrastructure and MLP Fund

JNL/Capital Guardian Global Diversified Research Fund

JNL/Capital Guardian Global Balanced Fund

JNL/DFA U.S. Core Equity Fund

JNL/Eagle SmallCap Equity Fund

JNL/Eastspring Investments Asia ex-Japan Fund

JNL/Eastspring Investments China-India Fund

JNL/Franklin Templeton Founding Strategy Fund

JNL/Franklin Templeton Global Growth Fund

JNL/Franklin Templeton Global Multisector Bond Fund

JNL/Franklin Templeton Income Fund

JNL/Franklin Templeton International Small Cap Growth Fund

A-1

Funds

JNL/Franklin Templeton Mutual Shares Fund

JNL/Franklin Templeton Small Cap Value Fund

JNL/Goldman Sachs Core Plus Bond Fund

JNL/Goldman Sachs Emerging Markets Debt Fund

JNL/Goldman Sachs Mid Cap Value Fund

JNL/Goldman Sachs U.S. Equity Flex Fund

JNL Institutional Alt 20 Fund

JNL Institutional Alt 35 Fund

JNL Institutional Alt 50 Fund

JNL Institutional Alt 65 Fund

JNL/Invesco International Growth Fund

JNL/Invesco Global Real Estate Fund

JNL/Invesco Large Cap Growth Fund

JNL/Invesco Mid Cap Value Fund

JNL/Invesco Small Cap Growth Fund

JNL/Ivy Asset Strategy Fund

JNL/JPMorgan International Value Fund

JNL/JPMorgan MidCap Growth Fund

JNL/JPMorgan U.S. Government & Quality Bond Fund

JNL/Lazard Emerging Markets Fund

JNL/Mellon Capital Bond Index Fund

JNL/Mellon Capital Dow Jones

U.S. Contrarian Opportunities Index Fund

JNL/Mellon Capital Emerging Markets Index Fund

JNL/Mellon Capital European 30 Fund

JNL/Mellon Capital Global Alpha Fund

JNL/Mellon Capital Index 5 Fund

JNL/Mellon Capital International Index Fund

A-2

Funds

JNL/Mellon Capital Pacific Rim 30 Fund

JNL/Mellon Capital Small Cap Index Fund

JNL/Mellon Capital 10 x 10 Fund

JNL/Mellon Capital S&P 500 Index Fund

JNL/Mellon Capital S&P 400 MidCap Index Fund

JNL/Mellon Capital Utilities Sector Fund

JNL/MMRS Growth Fund

JNL/MMRS Moderate Fund

JNL/MMRS Conservative Fund

JNL/Morgan Stanley Mid Cap Growth Fund

JNL/Neuberger Berman Strategic Income Fund

JNL/Oppenheimer Global Growth Fund

JNL/PPM America Floating Rate Income Fund

JNL/PIMCO Real Return Fund

JNL/PIMCO Total Return Bond Fund

JNL/PPM America High Yield Bond Fund

JNL/PPM America Mid Cap Value Fund

JNL/PPM America Small Cap Value Fund

JNL/PPM America Value Equity Fund

JNL/Red Rocks Listed Private Equity Fund

JNL/Scout Unconstrained Bond Fund

JNL/T. Rowe Price Established Growth Fund

JNL/T. Rowe Price Mid-Cap Growth Fund

JNL/T. Rowe Price Short-Term Bond Fund

JNL/T. Rowe Price Value Fund

JNL/WMC Balanced Fund

JNL/WMC Money Market Fund

JNL/WMC Value Fund

A-3

Funds

JNL/S&P Managed Growth Fund

JNL/S&P Managed Conservative Fund

JNL/S&P Managed Moderate Growth Fund

JNL/S&P Managed Moderate Fund

JNL/S&P Managed Aggressive Growth Fund

JNL/S&P Competitive Advantage Fund

JNL/S&P Dividend Income & Growth Fund

JNL/S&P Intrinsic Value Fund

JNL/S&P Total Yield Fund

JNL/S&P 4 Fund

JNL/S&P Mid 3 Fund

JNL Disciplined Moderate Fund

JNL Disciplined Moderate Growth Fund

JNL Disciplined Growth Fund

JNL Investment Committee - Global Strategic Moderate with Alts Fund

JNL Investment Committee - Global Strategic

Moderately Aggressive with Alts Fund

JNL Investment Committee - Strategic Moderate Fund

JNL Investment Committee - Strategic Moderately Aggressive Fund

A-4

Schedule B

Dated April 28, 2014

(Compensation)

Fund	Assets	Advisory Fee (Annual Rate Based on Average Net Assets of each Fund)
JNL/American Funds Balanced Allocation Fund	$0 to $1 billion Over $1 billion	.300% .275%
JNL/American Funds Blue Chip Income and Growth Fund	$0 to $1 billion Over $1 billion	.70% .65%
JNL/American Funds Global Bond Fund	$0 to $1 billion Over $1 billion	.70% .65%
JNL/American Funds Global Small Capitalization Fund	$0 to $1 billion Over $1 billion	.75% .70%
JNL/American Funds Growth Allocation Fund	$0 to $1 billion Over $1 billion	.300% .275%
JNL/American Funds Growth-Income Fund	$0 to $1 billion Over $1 billion	.70% .65%
JNL/American Funds International Fund	$0 to $1 billion Over $1 billion	.85% .80%
JNL/American Funds New World Fund	$0 to $1 billion Over $1 billion	1.05% 1.00%
JNL/AllianceBernstein Dynamic Asset Allocation Fund	$0 to $1 billion Over $1 billion	.75% .70%
JNL/AQR Managed Futures Strategy Fund	$0 to $500 million $500 million to $1 billion Over $1 billion	.95% .90% .85%
JNL/BlackRock Commodity Securities Strategy Fund	$0 to $300 million Over $300 million	.70% .60%
JNL/BlackRock Global Allocation Fund	$0 to $1 billion Over $1 billion	.75% .70%
JNL/BlackRock Large Cap Select Growth Fund	$0 to $150 million $150 million to $500 million $500 million to $750 million Over $750 million	.70% .65% .60% .55%
JNL/Brookfield Global Infrastructure and MLP Fund	$0 to $1 billion Over $1 billion	.80% .75%
JNL/Capital Guardian Global Diversified Research Fund	$0 to $150 million $150 million to $500 million $500 million to $750 million Over $750 million	.75% .70% .65% .60%
JNL/Capital Guardian Global Balanced Fund	$0 to $500 million Over $500 million	.65% .60%

B-1

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/DFA U.S. Core Equity Fund	$0 to $100 million $100 million to $300 million Over $300 million	.65% .60% .55%
JNL/Eagle SmallCap Equity Fund	$0 to $100 million $100 million to $500 million Over $500 million	.75% .70% .65%
JNL/Eastspring Investments Asia ex-Japan Fund	$0 to $500 million Over $500 million	.90% .85%
JNL/Eastspring Investments China-India Fund	$0 to $500 million Over $500 million	.90% .85%
JNL/Franklin Templeton Founding Strategy Fund	All Assets	0%
JNL/Franklin Templeton Global Growth Fund	$0 to $300 million $300 million to $500 million Over $500 million	.75% .65% .60%
JNL/Franklin Templeton Global Multisector Bond Fund	$0 to $1 billion Over $1 billion	.75% .70%
JNL/Franklin Templeton Income Fund	$0 to $100 million $100 million to $200 million $200 million to $500 million Over $500 million	.80% .75% .65% .60%
JNL/Franklin Templeton International Small Cap Growth Fund	$0 to $500 million Over $500 million	.95% .90%
JNL/Franklin Templeton Mutual Shares Fund	$0 to $500 million Over $500 million	.75% .70%
JNL/Franklin Templeton Small Cap Value Fund	$0 to $200 million $200 million to $500 million Over $500 million	.85% .77% .75%
JNL/Goldman Sachs Core Plus Bond Fund	$0 to $500 million Over $500 million	.60% .55%
JNL/Goldman Sachs Emerging Markets Debt Fund	$0 to $200 million $200 million to $1 billion Over $1 billion	.75% .70% .675%
JNL/Goldman Sachs Mid Cap Value Fund	$0 to $100 million Over $100 million	.75% .70%
JNL/Goldman Sachs U.S. Equity Flex Fund	$0 to $300 million Over $300 million	.80% .75%
JNL Institutional Alt 20 Fund	$0 to $500 million Over $500 million	.15% .10%
JNL Institutional Alt 35 Fund	$0 to $500 million Over $500 million	.15% .10%
JNL Institutional Alt 50 Fund	$0 to $500 million Over $500 million	.15% .10%

B-2

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL Institutional Alt 65 Fund	$0 to $500 million Over $500 million	.15% .10%
JNL/Invesco International Growth Fund	$0 to $150 million $150 million to $500 million Over $500 million	.70% .65% .60%
JNL/Invesco Global Real Estate Fund	$0 to $50 million Over $50 million	.75% .70%
JNL/Invesco Large Cap Growth Fund	$0 to $150 million Over $150 million	.70% .65%
JNL/Invesco Mid Cap Value Fund	$0 to $50 million $50 million to $250 million Over $250 million	.75% .70% .65%
JNL/Invesco Small Cap Growth Fund	$0 to $300 million Over $300 million	.85% .80%
JNL/Ivy Asset Strategy Fund	$0 to $500 million $500 million to $1.5 billion Over $1.5 billion	.90% .85% .825%
JNL/JPMorgan International Value Fund	$0 to $150 million $150 million to $500 million Over $500 million	.70% .65% .60%
JNL/JPMorgan MidCap Growth Fund	$0 to $250 million $250 million to $750 million $750 million to $1,500 million Over $1,500 million	.70% .65% .60% .55%
JNL/JPMorgan U.S. Government & Quality Bond Fund	$0 to $150 million $150 million to $300 million $300 million to $500 million Over $500 million	.50% .45% .40% .35%
JNL/Lazard Emerging Markets Fund	$0 to $100 million $100 million to $250 million Over $250 million	1.00% .90% .85%
JNL/Mellon Capital Emerging Markets Index Fund	$0 to $500 million Over $500 million	.40% .35%
JNL/Mellon Capital Bond Index Fund	$0 to $500 million $500 million to $750 million Over $750 million	.30% .25% .24%
JNL/Mellon Capital Dow Jones U.S. Contrarian Opportunities Index Fund	$0 to $1 billion Over $1 billion	.325% .300%
JNL/Mellon Capital Global Alpha Fund	$0 to $500 million Over $500 million	1.00% .90%
JNL/Mellon Capital European 30 Fund	$0 to $50 million $50 to $100 million Over $100 million	.37% .31% .28%

B-3

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/Mellon Capital Index 5 Fund	All assets	0%
JNL/Mellon Capital International Index Fund	$0 to $500 million $500 million to $750 million Over $750 million	.30% .25% .24%
JNL/Mellon Capital Pacific Rim 30 Fund	$0 to $50 million $50 to $100 million Over $100 million	.37% .31% .28%
JNL/Mellon Capital Small Cap Index Fund	$0 to $500 million $500 million to $750 million Over $750 million	.29% .24% .23%
JNL/Mellon Capital 10 x 10 Fund	All assets	0%
JNL/Mellon Capital S&P 500 Index Fund	$0 to $500 million $500 million to $750 million Over $750 million	.28% .24% .23%
JNL/Mellon Capital S&P 400 MidCap Index Fund	$0 to $500 million $500 million to $750 million Over $750 million	.29% .24% .23%
JNL/Mellon Capital Utilities Sector Fund	$0 to $50 million $50 to $100 million $100 million to $750 million Over $750 million	.34% .31% .28% .27%
JNL/MMRS Growth Fund	$0 to $1 billion Over $1 billion	.30% .25%
JNL/MMRS Moderate Fund	$0 to $1 billion Over $1 billion	.30% .25%
JNL/MMRS Conservative Fund	$0 to $1 billion Over $1 billion	.30% .25%
JNL/Morgan Stanley Mid Cap Growth Fund	$0 to $1 billion Over $1 billion	.75% .70%
JNL/Neuberger Berman Strategic Income Fund	$0 to $1 billion Over $1 billion	.60% .55%
JNL/Oppenheimer Global Growth Fund	$0 to $300 million Over $300 million	.70% .60%
JNL/PIMCO Real Return Fund	$0 to $1 billion Over $1 billion	.50% .475%
JNL/PIMCO Total Return Bond Fund	All assets	.50%
JNL/PPM America Floating Rate Income Fund	$0 to $500 million Over $500 million	.65% .60%
JNL/PPM America High Yield Bond Fund	$0 to $150 million $150 million to $500 million Over $500 million	.50% .45% .425%

B-4

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/PPM America Mid Cap Value Fund	$0 to $500 million Over $500 million	.75% .70%
JNL/PPM America Small Cap Value Fund	$0 to $500 million Over $500 million	.75% .70%
JNL/PPM America Value Equity Fund	$0 to $300 million Over $300 million	.55% .50%
JNL/Red Rocks Listed Private Equity Fund	$0 to $200 million Over $200 million	.85% .80%
JNL/Scout Unconstrained Bond Fund	$0 to $1 billion Over $1 billion	.65% .60%
JNL/T. Rowe Price Established Growth Fund	$0 to $150 million $150 to $500 million Over $500 million	.65% .60% .55%
JNL/T. Rowe Price Mid-Cap Growth Fund	$0 to $150 million Over $150 million	.75% .70%
JNL/T. Rowe Price Short-Term Bond Fund	$0 to $250 million $250 million to $1.5 billion Over $1.5 billion	.45% .40% .375%
JNL/T. Rowe Price Value Fund	$0 to $150 million $150 to $500 million Over $500 million	.70% .65% .60%
JNL/WMC Balanced Fund	$0 to $50 million $50 million to $150 million $150 million to $300 million $300 million to $500 million Over $500 million	.55% .50% .475% .45% .425%
JNL/WMC Money Market Fund	$0 to $500 million Over $500 million	0.28% 0.25%
JNL/WMC Value Fund	$0 to $300 million $300 million to $500 million Over $500 million	.55% .50% .45%
JNL/S&P Managed Growth Fund	$0 to $500 million Over $500 million	.13% .08%
JNL/S&P Managed Conservative Fund	$0 to $500 million Over $500 million	.13% .08%
JNL/S&P Managed Moderate Growth Fund	$0 to $500 million Over $500 million	.13% .08%
JNL/S&P Managed Moderate Fund	$0 to $500 million Over $500 million	.13% .08%
JNL/S&P Managed Aggressive Growth Fund	$0 to $500 million Over $500 million	.13% .08%

B-5

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/S&P Competitive Advantage Fund	$0 to $500 million Over $500 million	.40% .35%
JNL/S&P Dividend Income & Growth Fund	$0 to $500 million Over $500 million	.40% .35%
JNL/S&P Intrinsic Value Fund	$0 to $500 million Over $500 million	.40% .35%
JNL/S&P Total Yield Fund	$0 to $500 million Over $500 million	.40% .35%
JNL/S&P 4 Fund	All Assets	0%
JNL/S&P Mid 3 Fund	$0 to $1 billion Over $1 billion	.50% .45%
JNL Disciplined Moderate Fund	$0 to $500 million Over $500 million	.13% .08%
JNL Disciplined Moderate Growth Fund	$0 to $500 million Over $500 million	.13% .08%
JNL Disciplined Growth Fund	$0 to $500 million Over $500 million	.13% .08%
JNL Investment Committee - Global Strategic Moderate with Alts Fund	$0 to $500 million Over $500 million	.15% .10%
JNL Investment Committee - Global Strategic Moderately Aggressive with Alts Fund	$0 to $500 million Over $500 million	.15% .10%
JNL Investment Committee - Strategic Moderate Fund	$0 to $500 million Over $500 million	.15% .10%
JNL Investment Committee - Strategic Moderately Aggressive Fund	$0 to $500 million Over $500 million	.15% .10%

B-6

Schedule C

Dated April 28, 2014

(List of Adviser’s Investment Advisory Agreements with Funds’ Subsidiaries)

Funds	Subsidiaries*
JNL/AllianceBernstein Dynamic Asset Allocation Fund	JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd.
JNL/AQR Managed Futures Strategy Fund	JNL/AQR Managed Futures Strategy Fund, Ltd.
JNL/BlackRock Global Allocation Fund	JNL/BlackRock Global Allocation Fund Ltd.
JNL/BlackRock Commodity Securities Strategy Fund (formerly, JNL/BlackRock Commodity Securities Fund)	JNL/BlackRock Commodity Securities Strategy Fund Ltd.
JNL/Ivy Asset Strategy Fund	JNL/Ivy Asset Strategy Fund Ltd.

* The Adviser has entered into an Investment Advisory Agreement with each subsidiary -- which is wholly owned by the Fund listed opposite its name -- pursuant to which the subsidiary is obligated to pay an investment advisory fee to the Adviser based on the same formula as set forth in Schedule B for its parent Fund.

C-1