Amendment to Investment Sub-Advisory Agreement between Jackson National Asset Management, LLC and Mellon Capital Management Corporation

EX 99.28(d)(221)

Amendment

to

Investment Sub-Advisory Agreement

between

Xxxxxxx National Asset Management, LLC

and

Mellon Capital Management Corporation

This Amendment is made by and between Xxxxxxx 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 Investment Sub-Advisory Agreement dated as of February 18, 2004, as amended (“Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to JNL Series Trust (“Trust”).

Whereas, the parties have agreed to amend the first paragraph of Section 3, entitled “Management,” of the Agreement to remove the reference to Exhibit C and replace it with a reference to the Prospectus and Statement of Additional Information.

Now Therefore, in consideration of the mutual covenants herein contained, the parties hereby agree to amend the Agreement to delete the first paragraph of Section 3 entitled “Management” in its entirety, and replace it with the following:

3.  Management.  Subject always to the supervision of the Adviser, who in turn is subject to the supervision of the Trust’s Board of Trustees, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities or other property (including financial futures and options of any type), all on behalf of the Funds.  Sub-Adviser is expressly authorized to cause the assets of the Funds to be invested in Mellon Financial Corporation stock.  In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Funds (as set forth below), and will monitor the Funds' investments, and will comply with the provisions of Trust’s Declaration of Trust and By-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Funds as described in the Investment Objectives outlined in the Prospectus and/or the Statement of Additional Information of the applicable Fund delivered to, and approved by, Sub-Advisor in accordance with Section 2, which may be amended from time to time.  Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Funds and to consult with each other regarding the investment affairs of the Funds.  Sub-Adviser will report to the Board of Trustees and to Adviser with respect to the implementation of such program.  Sub-Adviser, solely with respect to the assets of the Funds which are under its management pursuant to this Agreement, is responsible for compliance with the diversification provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended (“IRC”), and its accompanying Regulation, Treas. Reg. Section 1.817-5, applicable to the Funds.

Further, the parties hereby agree that Schedule C to the Agreement shall be and hereby is deleted in its entirety.

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed as of August 26, 2011, effective as of September 1, 2011.

Xxxxxxx National Asset Management, LLC	Mellon Capital Management Corporation
By:  /s/ Xxxx X. Xxxxx	By: /s/ Xxxxx Xxx
Name:  Xxxx X. Xxxxx	Name: Xxxxx Xxx
Title:  President and CEO	Title: Director