Amendment to Transfer Agency Agreement Between Jackson Variable Series Trust And Jackson National Asset Management, LLC

Amendment to

Transfer Agency Agreement

Between Xxxxxxx Variable Series Trust And

Xxxxxxx National Asset Management, LLC

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

Whereas, the Trust and JNAM (the “Parties”) entered into a Transfer Agency Agreement dated November 29, 2011, as amended (the “Agreement”), whereby JNAM agreed to render certain transfer agency and other services to units of beneficial interest in separate funds of the Trust (the “Funds”), as listed on Exhibit A of the Agreement, and the owners of record thereof. 

Whereas, the Board of Trustees of the Trust (the “Board”) has approved Fund mergers and Fund name changes for certain Funds, as outlined below, effective June 24, 2019 (collectively, the “Fund Changes”):

Fund Mergers

1)

JNL/AQR Risk Parity Fund to merge into the JNL/X. Xxxx Price Managed Volatility Balanced Fund of JNL Series Trust;

2)

JNL/BlackRock Global Long Short Credit Fund to merge into the JNL/Crescent High Income Fund of JNL Series Trust;

3)

JNL/Epoch Global Shareholder Yield Fund to merge into the JNL/The Boston Company Equity Income Fund of the Trust, which will be the JNL/Mellon Equity Income Fund, pursuant to the fund name change outlined below; and

4)

JNL/PPM America Long Short Credit Fund to merge into the JNL/PPM America High Yield Bond Fund of JNL Series Trust.

Fund Name Changes

1)

JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund change to JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund;

2)

JNL/PIMCO Investment Grade Corporate Bond Fund change to JNL/PIMCO Investment Grade Credit Bond Fund; and

3)

JNL/The Boston Company Equity Income Fund change to JNL/Mellon Equity Income Fund.

Whereas, pursuant to Board approval of the Fund Changes, as outlined above, the Parties have agreed to amend the Agreement, effective June 24, 2019, to update the list of Funds to remove the merged Funds, and to update the Fund names in Exhibit A.

Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

1) Exhibit A to the Agreement is hereby deleted and replaced in its entirety with Exhibit A dated June 24, 2019, attached hereto.

2) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

3)

This Amendment may be executed in one or more counterparts, which together shall constitute one document.

In Witness Whereof, the Parties have caused this Amendment to be executed, effective June 24, 2019.

Attest:			Xxxxxxx Variable Series Trust
By:	/s/ Xxxxx X. Xxxxxx		By:	/s/ Xxxxxxx X. Xxxxxx
	Xxxxx X. Xxxxxx		Name:	Xxxxxxx X. Xxxxxx
			Title:	Assistant Secretary
Attest:			Xxxxxxx National Asset Management, LLC
By:	/s/ Xxxxx X. Xxxxxx		By:	/s/ Xxxx X. Xxxxx
	Xxxxx X. Xxxxxx		Name:	Xxxx X. Xxxxx
			Title:	President and CEO

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Exhibit A

Dated June 24, 2019

Funds

Class A & Class I Shares

JNL Conservative Allocation Fund

JNL Moderate Allocation Fund

JNL Institutional Alt 100 Fund

JNL iShares Tactical Moderate Fund

JNL iShares Tactical Moderate Growth Fund

JNL iShares Tactical Growth Fund

JNL/American Funds^® Global Growth Fund

JNL/American Funds^® Growth Fund

JNL/DFA U.S. Small Cap Fund

JNL/DoubleLine^® Total Return Fund

JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund

JNL/FAMCO Flex Core Covered Call Fund

JNL/Lazard International Strategic Equity Fund

JNL/Mellon Equity Income Fund

JNL/Xxxxxxxxx Xxxxxx Currency Fund

JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund

JNL/Xxxxxxxx Convertible Arbitrage Fund

JNL/PIMCO Investment Grade Credit Bond Fund

JNL/X. Xxxx Price Capital Appreciation Fund

JNL/The London Company Focused U.S. Equity Fund

JNL/XxxXxx International Gold Fund

JNL/WCM Focused International Equity Fund

A-1