0000933691-20-000135 Sample Contracts

JNL Series Trust Investment Sub-Advisory Agreement
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust • Michigan

Agreement, effective as of April 27, 2020 by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and Nuance Investments, LLC (the “Sub-Adviser”), a Limited Liability Company organized in the State of Kansas.

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Amendment to the Master InterFund Lending Agreement
Master Interfund Lending Agreement • April 23rd, 2020 • JNL Series Trust • Delaware

This Amendment is to the Master InterFund Lending Agreement dated April 27, 2015, as amended (the “Master Agreement”), by and among the series listed for JNL Series Trust, Jackson Variable Series Trust, JNL Investors Series Trust, and JNL Variable Fund LLC (each, a “Trust,” and each portfolio series of the Trusts shall be referred to herein as a “Fund” and collectively as the “Funds”) and Jackson National Asset Management, LLC (the “Adviser”).

PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2020 • JNL Series Trust • Delaware

THIS AGREEMENT, dated as of January 31, 2012, among Curian Variable Series Trust, a [business trust /corporation] organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an "Investing Fund", as defined below), iShares Trust and iShares U.S. ETF Trust, business trusts organized under the laws of the State of Delaware, and iShares, Inc., iShares MSCI Russia Capped Index Fund, Inc., iShares U.S. ETF Company, Inc. and iShares Sovereign Screened Global Bond Fund, Inc., corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an "iShares Fund" and collectively the "iShares Funds"1).

INVESTMENT SUBADVISORY AGREEMENT Between
Investment Subadvisory Agreement • April 23rd, 2020 • JNL Series Trust • Maryland

This INVESTMENT SUBADVISORY AGREEMENT (the “Agreement”), is dated as of April 27, 2020, by and between T. ROWE PRICE ASSOCIATES, INC. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, with its principal office at 100 East Pratt Street, Baltimore MD 21202, United States and T. ROWE PRICE HONG KONG LIMITED, (the “Subadviser”), a company incorporated under the laws of Hong Kong whose registered office is 6/F Chater House, 8 Connaught Place, Central Hong Kong.

Amendment to Master Custodian Agreement
Master Custodian Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment, effective as April 27, 2020, 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 Administration Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Administration Agreement • April 23rd, 2020 • 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”).

Amendment to Participation Agreement
Participation Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment is to the Participation Agreement dated January 31, 2012, as amended (the “Agreement”), among Jackson Variable Series Trust (formerly, Curian Variable Series Trust) (“JVST”), a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”), iShares Trust and iShares U.S. ETF Trust, business trusts organized under the laws of the State of Delaware, and iShares, Inc., iShares U.S. ETF Company, Inc. and iShares Sovereign Screened Global Bond Fund, Inc., corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an “iShares Fund” and collectively the “iShares Funds”).

Expense Limitation Agreement
Expense Limitation Agreement • April 23rd, 2020 • JNL Series Trust

This Agreement, dated as of March 16, 2020, is made and entered into by and between JNL Series Trust, a Massachusetts business trust (the “Trust”), on behalf of the investment series set forth on Schedule A attached hereto (the “Fund”), and Jackson National Asset Management, LLC (the “Adviser”).

Amendment
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to
Master Global Custody Agreement • April 23rd, 2020 • 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 (the “Agreement”), is by and among JNL Series Trust and JNL Investors Series Trust (each individually a “Trust” and together, the “Trusts”) and JNL Variable Fund LLC (the “Fund”) and JPMorgan Chase Bank, National Association (the “Custodian”).

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2020 • JNL Series Trust

This AMENDMENT (the “Amendment”) to the Participation Agreement (the “Agreement”), dated January 31, 2012, as amended April 27, 2015 and September 25, 2017, by and between among JACKSON VARIABLE SERIES TRUST (formerly, Curian Variable Series Trust) (“JVST”), a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A thereto, severally and not jointly (each, an “Investing Fund”), and iShares Trust and iShares U.S. ETF Trust, business trusts organized under the laws of the State of Delaware, and iShares, Inc., iShares U.S. ETF Company, Inc. and iShares Sovereign Screened Global Bond Fund, Inc., corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an “iShares Fund” and collectively, the “iShares Funds”), is made and entered into as of August 13, 2018.

FIFTH AMENDMENT TO MASTER FUND PARTICIPATION AGREEMENT
Master Fund Participation Agreement • April 23rd, 2020 • JNL Series Trust

This Fifth Amendment, effective as of April 27, 2020, 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.

Amendment to Amended and Restated Contract Owner Information Agreement
Contract Owner Information Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment to the Amended and Restated Contract Owner Information Agreement dated April 1, 2016, as amended (the “Agreement”), is by and among JNL Series Trust, JNL Variable Fund LLC, JNL Investors Series Trust, and Jackson Variable Series Trust (“collectively referred to as the “Funds”), Jackson National Asset Management, LLC (“JNAM”), and Jackson National Life Insurance Company (“Jackson”), and the Separate Accounts (the “Accounts”) sponsored Jackson, identified on the signature page of this Amendment.

Amendment to Participation Agreement
Participation Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment is to the Participation Agreement dated January 31, 2012 (“Agreement”) among Jackson Variable Series Trust (formerly, Curian Variable Series Trust) (“JVST”), a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”), iShares Trust and iShares U.S. ETF Trust, business trusts organized under the laws of the State of Delaware, and iShares, Inc., iShares U.S. ETF Company, Inc. and iShares Sovereign Screened Global Bond Fund, Inc., corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an “iShares Fund” and collectively the “iShares Funds”).

Amended and Restated Investment Advisory and Management Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Investment Advisory and Management Agreement • April 23rd, 2020 • 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 (the “Adviser”).

Amendment to Amended and Restated Contract Owner Information Agreement
Contract Owner Information Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment to the Amended and Restated Contract Owner Information Agreement dated April 1, 2016, as amended (the “Agreement”), is by and among JNL Series Trust, JNL Variable Fund LLC, JNL Investors Series Trust, Jackson Variable Series Trust, and JNL Strategic Income Fund LLC (“collectively referred to as the “Funds”), Jackson National Asset Management, LLC (“JNAM”), and Jackson National Life Insurance Company of New York (“Jackson NY”), and the Separate Accounts (the “Accounts”) sponsored Jackson NY, identified on the signature page of this Amendment.

Amendment to Amended and Restated Transfer Agency Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Transfer Agency Agreement • April 23rd, 2020 • 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 Administrative Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Administrative Fee Waiver Agreement • April 23rd, 2020 • JNL Series Trust

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

Investment Sub-Advisory Agreement between Jackson National Asset Management, LLC and Pacific Investment Management Company LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment is made on September 25, 2017 by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Pacific Investment Management Company LLC, a Delaware limited liability company and registered investment adviser (the “Sub-Adviser”).

Amendment to the JNL Series Trust Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and WCM Investment Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to the JNL Series Trust Investment Sub-Advisory Agreement
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Amended and Restated Anti-Money Laundering Agreement
Anti-Money Laundering Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment to the Amended and Restated Anti-Money Laundering Agreement dated November 27, 2012, as amended (the “Agreement”), is by and among Jackson National Life Insurance Company (“Jackson”), JNL Series Trust, JNL Variable Fund LLC, and JNL Investors Series Trust (each a “Fund,” and collectively, the “Funds”).

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Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And BlackRock Investment Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Management Fee Waiver Agreement
Management Fee Waiver Agreement • April 23rd, 2020 • JNL Series Trust

This Agreement, is dated as of the 27th day of April, 2020, between JNL Series Trust (the “Trust”), on behalf of each fund listed on Schedule A attached hereto (each a “Fund” and collectively, the “Funds”), and Jackson National Asset Management, LLC (the “Adviser”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

SECOND AMENDMENT TO AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT (Fund of Funds)
Fund Participation Agreement • April 23rd, 2020 • JNL Series Trust

This Second Amendment, effective as of April 27, 2020, amends the Fund Participation Agreement (Fund of Funds) (the “Agreement”) dated the 8th day of June, 2017, 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, on behalf of each of its series listed on Attachment A, severally and not jointly (each, a “Fund,” and collectively, the “Funds”); Jackson National Asset Management, LLC (“JNAM”), a limited liability company organized under the laws of the State of Michigan; American Funds Insurance Series (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts, on behalf of each of its funds listed on Attachment A, severally and not jointly (each, a “Master Fund,” and collectively, the “Master Funds”); each of the funds identified as Retai

Amendment
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to JNL Series Trust Investment Sub-Advisory Agreement
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Massachusetts Financial Services Company (d/b/a MFS Investment Management), a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and J.P. Morgan Investment Management Inc.
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Investment Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

Amendment to Management Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Management Fee Waiver Agreement • April 23rd, 2020 • JNL Series Trust

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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