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

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 are parties to 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”) has approved the following changes (collectively, “Changes”), effective September 25, 2017:

1) Fund name changes for the following Funds:

JNL/DFA U.S. Micro Cap Fund to the JNL/DFA U.S. Small Cap Fund;

JNAM Guidance – Alt 100 Fund to the JNL Institutional Alt 100 Fund;

JNAM Guidance – Interest Rate Opportunities Fund to the JNL Interest Rate Opportunities Fund;

JNAM Guidance – Real Assets Fund to the JNL Real Assets Fund;

JNAM Guidance – Conservative Fund to the JNL Conservative Allocation Fund;

JNAM Guidance – Moderate Fund to the JNL Moderate Allocation Fund;

JNL Tactical ETF Conservative Fund to the JNL Tactical ETF Moderate Fund;

JNL Tactical ETF Moderate Fund to the JNL Tactical ETF Moderate Growth Fund; and

JNL/Xxx Xxx International Gold Fund to the JNL/XxxXxx International Gold Fund.

2) Fund mergers for the following Funds:

JNAM Guidance – Fixed Income 100 Fund into the JNAM Guidance – Conservative Fund;

JNAM Guidance – Equity 100 Fund into the JNL Disciplined Growth Fund of JNL Series Trust;

JNAM Guidance – Moderate Growth Fund into the JNL Disciplined Moderate Fund of JNL Series Trust;

JNAM Guidance – Growth Fund into the JNL Disciplined Moderate Growth Fund of JNL Series Trust; and

JNAM Guidance – Maximum Growth Fund into the JNL Disciplined Growth Fund of JNL Series Trust.

3) Advisory fee reductions for all Funds:

Whereas, pursuant to approval of the Changes, as outlined above, the Adviser and the Trust have agreed to amend Schedule A and Schedule B of the Agreement, effective September 25, 2017 to:

1) Update the Fund names for the Funds outlined above.

2) Remove all references to the following Funds:

JNAM Guidance – Fixed Income 100 Fund;

JNAM Guidance – Equity 100 Fund;

JNAM Guidance – Moderate Growth Fund;

JNAM Guidance – Growth Fund; and

JNAM Guidance – Maximum Growth Fund.

3) Update the fees for all Funds listed in Schedule B.

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 September 25, 2017, attached hereto.

2. Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated September 25, 2017, attached hereto.

3. Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

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 Adviser and the Trust have caused this Amendment to be executed and effective September 25, 2017.

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

- 2 -

Schedule A

Dated: September 25, 2017

 (List of Funds)

Funds

JNL Interest Rate Opportunities Fund

JNL Conservative Allocation Fund

JNL Moderate Allocation Fund

JNL Institutional Alt 100 Fund

JNL Real Assets Fund

JNL Tactical ETF Moderate Fund

JNL Tactical ETF Moderate Growth Fund

JNL Tactical ETF 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 Credit Income 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: September 25, 2017

 (Compensation)

Fund	Assets	Advisory Fee (Annual Rate Based on Average Net Assets of the Fund)
JNL Interest Rate Opportunities Fund	$0 to $500 million $500 million to $3 billion $3 billion to $5 billion Over $5 billion	.150% .100% .095% .090%
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 Real Assets Fund	$0 to $500 million $500 million to $3 billion $3 billion to $5 billion Over $5 billion	.150% .100% .095% .090%
JNL Tactical ETF Moderate Fund	$0 to $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.200% .150% .140% .130%
JNL Tactical ETF 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 Tactical ETF 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%

B-1

Fund	Assets	Advisory Fee (Annual Rate Based on Average Net Assets of the Fund)
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%
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	.850% .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	.600% .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	.600% .550% .540% .530%
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	.500% .450% .440% .430%
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 Credit Income 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 $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.600% .550% .540% .530%

B-2

Fund	Assets	Advisory Fee (Annual Rate Based on Average Net Assets of the Fund)
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 $1 billion $1 billion to $3 billion $3 billion to $5 billion Over $5 billion	.600% .550% .540% .530%
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%
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