Unassociated Document

EX. 99.28(d)(25)(xi)

Amendment

to Amended and Restated

Investment Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and Mellon Capital Management Corporation

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Mellon Capital Management Corporation, a Delaware corporation and registered investment adviser (“Sub-Adviser”).

Whereas, the Adviser and Sub-Adviser entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1st day of December, 2012, as amended January 1, 2013, February 20, 2013, April 29, 2013, May 30, 2013, June 3, 2013, December 17, 2013, April 28, 2014, June 4, 2014 and September 15, 2014 (“Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (“Funds”) of JNL Series Trust, as listed on Schedule A to the Agreement.

Whereas, pursuant to the merger of the following fund of JNL Series Trust into another fund of JNL Series Trust, the Adviser and the Sub-Adviser have agreed to amend Schedule A and Schedule B of the Agreement to remove the following fund and its respective fees:

JNL/Mellon Capital Global Alpha Fund.

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

Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated April 27, 2015, attached hereto.

Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated April 27, 2015, attached hereto.

This Amendment may be executed in one or more counterparts, which together shall constitute one document.

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed as of this 20th day of March 2015, effective as of April 27, 2015.

Jackson National Asset Management, LLC		Mellon Capital Management Corporation

By:	/s/ Mark D. Nerud	By:	/s/Rose Huening-Clark
Name:	Mark D. Nerud	Name:	Rose Huening-Clark
Title:	President and CEO	Title:	Managing Director

Schedule A

Dated April 27, 2015

Funds

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 International Index Fund

JNL/Mellon Capital Pacific Rim 30 Fund

JNL/Mellon Capital S&P 500 Index Fund

JNL/Mellon Capital S&P 400 MidCap Index Fund

JNL/Mellon Capital Small Cap Index Fund

JNL/Mellon Capital Utilities Sector Fund

JNL/S&P Competitive Advantage Fund

JNL/S&P Dividend Income & Growth Fund

JNL/S&P International 5 Fund

JNL/S&P Intrinsic Value Fund

JNL/S&P Mid 3 Fund

JNL/S&P Total Yield Fund

JNL/T. Rowe Price Mid-Cap Growth Fund

A-1

Schedule B

Dated April 27, 2015

(Compensation)


JNL/Mellon Capital Bond Index Fund
Average Daily Net Assets	Annual Rate
First $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital Dow Jones U.S. Contrarian Opportunities Index Fund
Average Daily Net Assets	Annual Rate
First $50 million	0.09%
Next $50 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital Emerging Markets Index Fund
Average Daily Net Assets	Annual Rate
$0 to $50 million	0.09%
$50 million to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital European 30 Fund
Average Daily Net Assets	Annual Rate
$0 to $50 million	0.09%
$50 million to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%

B-1


JNL/Mellon Capital International Index Fund
Average Daily Net Assets	Annual Rate
First $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital Pacific Rim 30 Fund
Average Daily Net Assets	Annual Rate
$0 to $50 million	0.09%
$50 million to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital S&P 500 Index Fund
Average Daily Net Assets	Annual Rate
All Assets	0.01%


JNL/Mellon Capital S&P 400 MidCap Index Fund
Average Daily Net Assets	Annual Rate
First $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital Small Cap Index Fund
Average Daily Net Assets	Annual Rate
First $750 million	0.03%
Over $750 million	0.015%


JNL/Mellon Capital Utilities Sector Fund
Average Daily Net Assets	Annual Rate
$0 to $50 million	0.09%
$50 million to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%

B-2


JNL/S&P Competitive Advantage Fund
Average Daily Net Assets	Annual Rate
$0 to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/S&P Dividend Income & Growth Fund
Average Daily Net Assets	Annual Rate
$0 to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/S&P International 5 Fund
Average Daily Net Assets	Annual Rate
$0 to $50 million	0.09%
$50 million to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/S&P Intrinsic Value Fund
Average Daily Net Assets	Annual Rate
$0 to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/S&P Mid 3 Fund
Average Daily Net Assets	Annual Rate
$0 to $50 million	0.09%
$50 million to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%

B-3


JNL/S&P Total Yield Fund
Average Daily Net Assets	Annual Rate
$0 to $100 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%


JNL/T. Rowe Price Mid-Cap Growth Fund*
Average Daily Net Assets	Annual Rate
First $50 million	0.09%
Next $50 million	0.06%
$100 million to $750 million	0.03%
Over $750 million	0.015%

*Fees will be paid based on assets invested in the mid-cap growth index strategy portion of the JNL/T. Rowe Price Mid-Cap Growth Fund managed by Mellon Capital Management Corporation.

B-4