0000933691-14-000439 Sample Contracts

Investment Sub-Advisory Agreement
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust • Michigan

This Agreement is effective this 15th day of September, 2014, by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Robeco Investment Management, Inc., a Delaware Corporation and registered investment adviser (“Sub-Adviser”).

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Amendment to
Administration Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Master Global Custody Agreement Between the Customer and JPMorgan Chase Bank, N.A.
Master Global Custody Agreement • September 12th, 2014 • JNL Series Trust

This Amendment to the Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A. dated August 12, 2009, as amended (“Agreement”), is by and between JNL Series Trust and JNL Investors Series Trust (each individually “Trust”, collectively, the “Trusts”), JNL Variable Fund LLC and JNL Strategic Income Fund LLC (each individually “Fund,” collectively, the “Funds”) and JPMorgan Chase Bank, N.A. (“Custodian”).

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Amendment to Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A.
Master Global Custody Agreement • September 12th, 2014 • JNL Series Trust

This Amendment to the Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A. dated August 12, 2009, as amended (“Agreement”), is by and between JNL Series Trust and JNL Investors Series Trust (each individually “Trust”, collectively, the “Trusts”), JNL Variable Fund LLC and JNL Strategic Income Fund LLC (each individually “Fund,” collectively, the “Funds”) and JPMorgan Chase Bank, N.A. (“Custodian”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And Ivy Investment Management Company
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Advisory and Management Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Investment Advisory and Management Agreement • September 12th, 2014 • JNL Series Trust

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”).

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JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. Amendment to Investment Advisory Agreement Between JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. and Jackson National Asset Management, LLC
Investment Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd., an exempt company organized under the Companies law of the Cayman Islands (the “Company”), and a wholly-owned subsidiary of JNL/AllianceBernstein Dynamic Asset Allocation Fund, a series of the JNL Series Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended; and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Mutual Advisers, LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and AllianceBernstein L.P.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and AllianceBernstein L.P., a Delaware limited partnership and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Advisers, Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Franklin Advisers, Inc., a California corporation and registered investment adviser (“Sub-Adviser”).

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JNL/Ivy Asset Strategy Fund Ltd. Amendment to Investment Advisory Agreement Between JNL/Ivy Asset Strategy Fund Ltd. and Jackson National Asset Management, LLC
Investment Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL/Ivy Asset Strategy Fund Ltd., an exempt company organized under the Companies law of the Cayman Islands (the “Company”), and a wholly-owned subsidiary of JNL/Ivy Asset Strategy Fund, a series of the JNL Series Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended; and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

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JNL/BlackRock Global Allocation Fund Ltd. Amendment to Amended and Restated Investment Advisory Agreement Between JNL/BlackRock Global Allocation Fund Ltd. and Jackson National Asset Management, LLC
Investment Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL/BlackRock Global Allocation Fund Ltd., an exempt company organized under the Companies law of the Cayman Islands (the “Company”), and a wholly-owned subsidiary of JNL/BlackRock Global Allocation Fund, a series of the JNL Series Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended; and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and T. Rowe Price Associates, Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and T. Rowe Price Associates, Inc., a Maryland corporation and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Wellington Management Company, LLP
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Neuberger Berman Fixed Income LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Neuberger Berman Fixed Income LLC, a Delaware limited liability company and registered investment adviser (“Sub-Adviser”).

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JNL/AQR Managed Futures Strategy Fund Ltd. Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And AQR Capital Management, LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Templeton Global Advisors Limited
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Templeton Global Advisors Limited, a Bahamian corporation and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Morgan Stanley Investment Management Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Invesco Advisers, Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Sub-Advisory Agreement By and Between Invesco Advisers, Inc. and Invesco Asset Management Ltd.
Investment Sub-Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and among Invesco Advisers, Inc., a Delaware corporation and registered investment adviser (“IA Inc.”), and Invesco Asset Management Ltd., a company incorporated in England and Wales, authorized by the Financial Services Authority and a registered investment adviser (“IAML”), each a “party”, collectively “parties”.

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Advisory Services, LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Eagle Asset Management, Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Dimensional Fund Advisors L.P.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Dimensional Fund Advisors L.P., a Delaware limited partnership and investment adviser registered as such under the Investment Advisers Act of 1940, as amended (“Sub-Adviser”).

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Amendment to Amended and Restated Distribution Agreement between
Distribution Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL Series Trust, a Massachusetts business trust (“Trust”), and Jackson National Life Distributors LLC (“JNLD”), a broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Templeton Institutional, LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Brookfield Investment Management Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Standard & Poor’s Investment Advisory Services LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Standard & Poor’s Investment Advisory Services LLC, a Delaware limited liability company and registered investment adviser (“Sub-Adviser”).

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Amendment to the Second Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Eastspring Investments (Singapore) Limited
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Eastspring Investments (Singapore) Limited (formerly, Prudential Asset Management (Singapore) Limited), a Singapore incorporated company (Registration No. 199407631H), also registered with the Monetary Authority of Singapore as a holder of a capital markets services license for the regulated activities of fund management and dealing in securities (“Sub-Adviser”). The Sub- Adviser is also an exempt financial adviser under the Financial Advisers Act (Cap 110), Singapore and a registered investment adviser.

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and J.P. Morgan Investment Management Inc.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and J.P. Morgan Investment Management Inc., a Delaware corporation and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Red Rocks Capital LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Standard & Poor’s Investment Advisory Services LLC
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Standard & Poor’s Investment Advisory Services LLC, a Delaware limited liability company and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Goldman Sachs Asset Management, L.P.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Goldman Sachs Asset Management, L.P., a limited partnership organized under the laws of the state of Delaware and registered investment adviser (“Sub-Adviser”).

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CLASS ACTION SERVICES AGREEMENT
Class Action Services Agreement • September 12th, 2014 • JNL Series Trust • Massachusetts

This Class Action Services Agreement ("Agreement") is made this 2nd day of September, 2014, by and between JNL Series Trust on behalf of its portfolios listed on Appendix A attached hereto, as such Appendix may be amended from time to time, severally and not jointly, (the "Client") and STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts ("State Street").

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Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and AllianceBernstein L.P.
Investment Sub-Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and AllianceBernstein L.P., a Delaware limited partnership and registered investment adviser (“Sub-Adviser”).

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Amendment to Amended and Restated Investment Advisory and Management Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Investment Advisory and Management Agreement • September 12th, 2014 • JNL Series Trust
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