Amendment to Investment Advisory and Management Agreement between Jackson Variable Series Trust and Jackson National Asset Management, LLC

EX. 99.28(d)(1)(vii)

Amendment to

Investment Advisory and Management Agreement

 between Xxxxxxx Variable Series Trust and

Xxxxxxx National Asset Management, LLC

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

Whereas, the Trust and the Adviser (the “Parties”) entered into an Investment Advisory and Management Agreement effective April 27, 2015, as amended (the “Agreement”), whereby the Adviser agreed to provide certain investment advisory services to several separate series of shares (each a “Fund”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the Board of Trustees of the Trust (the “Board”) approved the following fund mergers and fund name changes for certain funds, and a new Cayman subsidiary for one fund, as outlined below, effective August 13, 2018 (collectively, the “Fund Changes”):

Fund Mergers

1) JNL Real Asset Fund to merge into the JNL/PIMCO Real Return Fund of JNL Series Trust; and

2) JNL Interest Rate Opportunities Fund to merge into the JNL Conservative Allocation Fund.

Fund Name Changes

1) JNL/PIMCO Credit Income Fund change to JNL/PIMCO Investment Grade Corporate Bond Fund;

2) JNL Tactical ETF Moderate Fund change to JNL iShares Tactical Moderate Fund;

3) JNL Tactical ETF Moderate Growth Fund change to JNL iShares Tactical Moderate Growth Fund; and

4) JNL Tactical ETF Growth Fund change to JNL iShares Tactical Growth Fund;

New Cayman Subsidiary

Fund: JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund

Cayman subsidiary: JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd.

Whereas, the Board approved updates, to Schedule C of the Agreement, for the following name changes, which were previously approved, effective September 25, 2017 (collectively, the “Cayman Related Name Changes”):

Fund: JNL/Xxx Xxx International Gold Fund change to JNL/XxxXxx International Gold Fund

Cayman subsidiary: JNL/Xxx Xxx International Gold Fund Ltd. change to JNL/XxxXxx International Gold Fund Ltd.

Whereas, pursuant to Board approval of the Fund Changes and Cayman Related Name Changes, as outlined above, the Parties have agreed to amend the Agreement, effective August 13, 2018, to update the list of funds to remove the merged funds, and to update the fund names in Schedule A and Schedule B; and to update the list in Schedule C of the Agreement for Cayman subsidiaries.

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 August 13, 2018, attached hereto.

2. Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated August 13, 2018, attached hereto.

3. Schedule C to the Agreement is hereby deleted and replaced in its entirety with Schedule C dated August 13, 2018, attached hereto.

4. Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

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

In Witness Whereof, the Parties have caused this Amendment to be executed, effective August 13, 2018.

Xxxxxxx Variable Series Trust			Xxxxxxx National Asset Management, LLC
By:	/s/ Xxxxxxx X. Xxxxxx		By:	/s/ Xxxx X. Xxxxx
Name:	Xxxxxxx X. Xxxxxx		Name:	Xxxx X. Xxxxx
Title:	Assistant Secretary		Title:	President and CEO

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Schedule A

Dated August 13, 2018

(List of Funds)

Funds

JNL Conservative Allocation Fund

JNL Moderate Allocation Fund

JNL Institutional Alt 100 Fund

JNL iShares Tactical Moderate Fund

JNL iShares Tactical Moderate Growth Fund

JNL iShares Tactical Growth Fund

JNL/American Funds^® Global Growth Fund

JNL/American Funds^® Growth Fund

JNL/AQR Risk Parity Fund

JNL/BlackRock Global Long Short Credit Fund

JNL/DFA U.S. Small Cap Fund

JNL/DoubleLine^® Total Return Fund

JNL/Xxxxx Xxxxx Global Macro

Absolute Return Advantage Fund

JNL/Epoch Global Shareholder Yield Fund

JNL/FAMCO Flex Core Covered Call Fund

JNL/Lazard International Strategic Equity Fund

JNL/Xxxxxxxxx Xxxxxx Currency Fund

JNL/Xxxxxxxxx Xxxxxx Risk

Balanced Commodity Strategy Fund

JNL/Xxxxxxxx Convertible Arbitrage Fund

JNL/PIMCO Investment Grade Corporate Bond Fund

JNL/PPM America Long Short Credit Fund

JNL/X. Xxxx Price Capital Appreciation Fund

JNL/The Boston Company Equity Income Fund

JNL/The London Company Focused U.S. Equity Fund

JNL/XxxXxx International Gold Fund

JNL/WCM Focused International Equity Fund

A-1

Schedule B

Dated August 13, 2018

 (Compensation)

Fund	Assets	Advisory Fee (Annual Rate Based on Average Net Assets of the Fund)
JNL Conservative Allocation Fund	$0 to $500 million $500 million to $3 billion $3 billion to $5 billion Over $5 billion	.150% .100% .095% .090%
JNL Moderate Allocation Fund	$0 to $500 million $500 million to $3 billion $3 billion to $5 billion Over $5 billion	.150% .100% .095% .090%
JNL Institutional Alt 100 Fund	$0 to $500 million $500 million to $3 billion $3 billion to $5 billion Over $5 billion	.150% .100% .095% .090%
JNL iShares Tactical Moderate Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.200% .150% .140% .130%
JNL iShares Tactical Moderate Growth Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.200% .150% .140% .130%
JNL iShares Tactical Growth Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.200% .150% .140% .130%
JNL/American Funds® Global Growth Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.700% .650% .640% .630%
JNL/American Funds® Growth Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.750% .700% .690% .680%
JNL/AQR Risk Parity Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.650% .600% .590% .580%
JNL/BlackRock Global Long Short Credit Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.800% .750% .740% .730%
JNL/DFA U.S. Small Cap Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.600% .550% .540% .530%
JNL/DoubleLine® Total Return Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.450% .400% .390% .380%

B-1

Fund   Assets   Advisory Fee (Annual Rate Based
on Average Net Assets
of the Fund)

JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund	$0 to $250 million $250 million to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.800% .750% .725% .715% .705%
JNL/Epoch Global Shareholder Yield Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.575% .550% .540% .530%
JNL/FAMCO Covered Call Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.500% .450% .440% .430%
JNL/Lazard International Strategic Equity Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.700% .650% .640% .630%
JNL/Xxxxxxxxx Xxxxxx Currency Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.550% .500% .490% .480%
JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.450% .400% .390% .380%
JNL/Xxxxxxxx Convertible Arbitrage Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.725% .700% .690% .680%
JNL/PIMCO Investment Grade Corporate Bond Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.350% .300% .290% .280%
JNL/PPM America Long Short Credit Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.600% .550% .540% .530%
JNL/X. Xxxx Price Capital Appreciation Fund	$0 to $500 million $500 million to $2 billion $2 billion to $3 billion $3 billion to $5 billion Over $5 billion	.575% .550% .530% .520% .510%
JNL/The Boston Company Equity Income Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.450% .400% .390% .380%
JNL/The London Company Focused U.S. Equity Fund	$0 to $500 million $500 million to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.575% .550% .500% .490% .480%
JNL/XxxXxx International Gold Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.700% .650% .640% .630%

B-2

Fund   Assets   Advisory Fee (Annual Rate Based
on Average Net Assets
of the Fund)

JNL/WCM Focused International Equity Fund     $0 to $500 million $500 million to $3 billion $3 billion to $5 billion Over $5 billion   .700% .650% .640% .630%

B-3

Schedule C

Dated August 13, 2018

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

Funds	Subsidiaries*
JNL/AQR Risk Parity Fund	JNL/AQR Risk Parity Fund Ltd.
JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund	JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd.
JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund	JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund Ltd.
JNL/XxxXxx International Gold Fund	JNL/XxxXxx International Gold 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