0001387131-22-005093 Sample Contracts

BLACKROCK RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 21st, 2022 • JNL Series Trust • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

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JNL Series Trust Investment Sub-Advisory Agreement
Agreement • April 21st, 2022 • JNL Series Trust • New York

Agreement, dated as of April 25, 2022, by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and William Blair Investment Management, LLC (the “Sub-Adviser”), a limited liability company organized in the State of Delaware.

Amendment to
JNL Series Trust • April 21st, 2022

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 JNL Series Trust Third Amended and Restated Distribution Agreement
Distribution Agreement • April 21st, 2022 • 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 U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Between Jackson National Asset Management, LLC and Mellon Investments Corporation
JNL Series Trust • April 21st, 2022

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, a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

Investment Sub Sub-Advisory Agreement JNL Series Trust Western Asset Management Company, LLC Western Asset Management Company Limited
Sub Sub-Advisory Agreement • April 21st, 2022 • JNL Series Trust • New York

This Sub Sub-Advisory Agreement (the “Agreement”), is made as of April 25, 2022, by and between Western Asset Management Company, LLC (“Western”), a California limited liability company, and Western Asset Management Company Limited (“Sub-Sub-Adviser”) a corporation organized under the laws of England and Wales.

Amendment to Master Global Custody Agreement Between the Customer and JPMorgan Chase Bank, N.A.
JNL Series Trust • April 21st, 2022

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 JPMorgan Chase Bank, N.A. (the “Custodian”).

Amendment to Management Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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”).

Amendment to Management Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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”).

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC and WCM Investment Management, LLC
JNL Series Trust • April 21st, 2022

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”).

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • April 21st, 2022 • JNL Series Trust • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of March 7, 2022, 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, and T. Rowe Price Investment Management, Inc. (the “Sub-adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America.

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Advisers, Inc.
JNL Series Trust • April 21st, 2022

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

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Western Asset Management Company, LLC
JNL Series Trust • April 21st, 2022

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Western Asset Management Company, LLC, a limited liability company organized in the state of California (the “Sub-Adviser”).

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 21st, 2022 • JNL Series Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 19, 2022, by and among JNL Series Trust, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of itself and each fund, severally and not jointly, listed on Attachment A under the heading “Acquiring Funds,” as such Attachment A shall be amended from time to time (each such fund, an “Acquiring Fund”, and together, the “Acquiring Funds”); Jackson National Asset Management, LLC, a corporation organized under the laws of the State of Michigan (the “Adviser”); American Funds Insurance Series, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the “Series”); Capital Research and Management Company, a corporation organized under the laws of the State of Delaware (“CRMC”, and collectively with the Trust, the Adviser, the Acquiring Funds, the Series and the Acquired Funds (as defined below

Amendment to Administrative Fee Waiver Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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”).

Between Jackson National Asset Management, LLC and Newton Investment Management North America, LLC
JNL Series Trust • April 21st, 2022

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

Amendment to JNL Series Trust Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Westchester Capital Management, LLC
JNL Series Trust • April 21st, 2022

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Westchester Capital Management, LLC, a Limited Liability Company organized in the State of Delaware (the “Sub-Adviser”).

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC And BlackRock Investment Management, LLC
JNL Series Trust • April 21st, 2022

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”).

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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 Amended and Restated Administration Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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 “Administrator”).

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 21st, 2022 • JNL Series Trust • Pennsylvania

THIS AGREEMENT, dated as of January 19, 2022, between JNL Series Trust, a business trust organized under the laws of Massachusetts, on behalf of itself and its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”), and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A , severally and not jointly (each, a “Vanguard Fund” and together with the Investing Fund(s), the “Funds”).

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Amendment to Amended and Restated Transfer Agency Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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”).

Amended and Restated Investment Advisory and Management Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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 Custodian Agreement
JNL Series Trust • April 21st, 2022

This Amendment, effective as April 25, 2022, 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 (each a “Fund” and collectively, the “Funds”), the Cayman Islands entity identified on Appendix A attached thereto, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Amendment to Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • April 21st, 2022

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 Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Neuberger Berman Investment Advisers LLC
JNL Series Trust • April 21st, 2022

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

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