0000933691-17-000081 Sample Contracts

JNL Series Trust Investment Sub-Advisory Agreement
Agreement • April 21st, 2017 • JNL Series Trust • Michigan

Agreement, dated as of April 24, 2017, by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and Massachusetts Financial Services Company (d/b/a/ MFS Investment Management) (“Sub-Adviser”), a corporation organized in the State of Delaware.

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Amendment to Master Custodian Agreement
Master Custodian Agreement • April 21st, 2017 • JNL Series Trust

This Amendment, effective as of April 24, 2017, to the Master Custodian Agreement dated as of December 30, 2010, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is by and among each management investment company, and each Cayman Islands entity identified on Appendix A attached thereto (each a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Amendment to Amended and Restated Investment Advisory and Management Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2017

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

Amendment to Master Global Custody Agreement Between the Customer and JPMorgan Chase Bank, N.A.
JNL Series Trust • April 21st, 2017

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

Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Robeco Investment Management, Inc.
JNL Series Trust • April 21st, 2017

This Amendment is made 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").

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And AQR Capital Management, LLC
JNL Series Trust • April 21st, 2017

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”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement between Jackson National Asset Management, LLC and Pacific Investment Management Company LLC
JNL Series Trust • April 21st, 2017

This Amendment is made on December 2, 2016 by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Pacific Investment Management Company LLC, a Delaware limited liability company and registered investment adviser (“Sub-Adviser”).

Amendment to Amended and Restated Expense Limitation Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2017

This Amendment is made by and between JNL Series Trust (the “Trust”) on behalf of the investment series set forth on Schedule A (the “Fund”) and Jackson National Asset Management, LLC (the “Adviser”).

Amendment to Amended and Restated Distribution Agreement between JNL Series Trust and Jackson National Life Distributors LLC
Distribution Agreement • April 21st, 2017 • JNL Series Trust

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Templeton Global Advisors Limited
JNL Series Trust • April 21st, 2017

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”).

Amendment to Amended and Restated Transfer Agency Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Transfer Agency Agreement • April 21st, 2017 • JNL Series Trust

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

Amendment to Management Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2017

This Amendment is made by and between JNL Series Trust (the “Trust”) on behalf of the funds listed on Schedule A (each a “Fund” and collectively, the “Funds”) and Jackson National Asset Management, LLC (the “Adviser”).

THIRD AMENDMENT TO MASTER FUND PARTICIPATION AGREEMENT
Master Fund Participation Agreement • April 21st, 2017 • JNL Series Trust

This Third Amendment, effective as of April 24, 2017, amends the Master Fund Participation Agreement (the “Agreement”) dated the 1st day of May, 2010, among JACKSON NATIONAL LIFE INSURANCE COMPANY (“Insurance Company”), on behalf of itself and certain of its separate accounts; JNL SERIES TRUST (“Trust”), an open-end investment company organized under the laws of the Commonwealth of Massachusetts; AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporation organized under the laws of the State of Delaware. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed such terms in the Agreement.

THIRD AMENDMENT TO MASTER FUND PARTICIPATION AGREEMENT
Master Fund Participation Agreement • April 21st, 2017 • JNL Series Trust

This Third Amendment, effective as of April 24, 2017, amends the Master Fund Participation Agreement (the “Agreement”) dated the 1st day of May, 2010, among JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK (“Insurance Company”), on behalf of itself and certain of its separate accounts; JNL SERIES TRUST (“Trust”), an open-end investment company organized under the laws of the Commonwealth of Massachusetts; AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporation organized under the laws of the State of Delaware. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed such terms in the Agreement.

Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Boston Partners Global Investors, Inc.
JNL Series Trust • April 21st, 2017

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Goldman Sachs Asset Management, L.P.
JNL Series Trust • April 21st, 2017

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”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Wellington Management Company LLP
JNL Series Trust • April 21st, 2017

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 Delaware limited liability partnership and registered investment adviser (“Sub-Adviser”).

Amendment to Amended and Restated Administration Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Administration Agreement • April 21st, 2017 • JNL Series Trust

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

JNL Series Trust Fund of Funds Participation Agreement
Funds Participation Agreement • April 21st, 2017 • JNL Series Trust • New York

This Fund of Funds Participation Agreement (the “Agreement”) is made as of the date set forth below by and among JNL Series Trust (the “Trust”), a Massachusetts business trust, on behalf of each of the funds named on Schedule A (each, a “Fund of Funds,” and collectively, the “Funds of Funds”); Jackson National Asset Management, LLC (“JNAM”), the investment adviser to the Funds of Funds; DFA Investment Dimensions Group Inc. (“DFAIDG”) and Dimensional Investment Group Inc. (“DIG,” and together with DFAIDG, each an “Acquired Fund” and collectively, the “Acquired Funds”), each on behalf of its respective series named on Schedule B (each, a “Portfolio” and collectively, the “Portfolios”); and Dimensional Fund Advisors LP, the investment adviser to the Portfolios (“Dimensional”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Mellon Capital Management Corporation
JNL Series Trust • April 21st, 2017

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”).

Amendment to the Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and BlueBay Asset Management LLP
JNL Series Trust • April 21st, 2017

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and BlueBay Asset Management LLP (“Sub-Adviser”), a Limited Liability Partnership existing under the laws of the United Kingdom and a registered investment adviser.

Amendment to Management Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2017

This Amendment is made by and between JNL Series Trust (the “Trust”) on behalf of the funds listed on Schedule A (each a “Fund” and collectively, the “Funds”) and Jackson National Asset Management, LLC (the “Adviser”).

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