0000933691-10-000039 Sample Contracts

Amendment to Amended And Restated Administration Agreement between JNL Series Trust and Jackson National Asset Management, LLC
Administration Agreement • April 30th, 2010 • 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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MASTER FUND PARTICIPATION AGREEMENT
Master Fund Participation Agreement • April 30th, 2010 • JNL Series Trust • New York

THIS AGREEMENT is entered into as of this 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.

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Amendment to Investment Advisory and Management Agreement between JNL Series Trust and Jackson National Asset Management, llc
JNL Series Trust • April 30th, 2010

This Amendment is made as of May 1, 2010, 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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Amendment to Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A.
JNL Series Trust • April 30th, 2010

This Amendment to the Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A. dated August 12, 2009 (“Agreement”), is made and effective the 1st day of May, 2010 by and between JNL Series Trust and JNL Investors Series Trust (each individually “Trust”, collectively, the “Trusts”), JNL Variable Fund LLC (the “Fund”) and JPMorgan Chase Bank, N.A. (“Custodian”).

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Expense Limitation Agreement
Expense Limitation Agreement • April 30th, 2010 • JNL Series Trust

This Agreement, dated as of January 1, 2010, 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").

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Amended and Restated Distribution Agreement
Distribution Agreement • April 30th, 2010 • JNL Series Trust • Illinois

This Agreement is amended on the 1st day of May, 2010, by and between JNL Series Trust (“Trust”) and Jackson National Life Distributors LLC (“JNLD”).

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Amendment To Transfer Agency Agreement
Transfer Agency Agreement • April 30th, 2010 • JNL Series Trust

Amendment made as of this 1st day of May, 2010, by and between JNL Series Trust, a Massachusetts business trust (“Trust”), and Jackson National Asset Management, LLC, a Michigan limited liability company (“JNAM”).

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Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and M&G Investment Management Limited
JNL Series Trust • April 30th, 2010

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and M&G Investment Management Limited, a company registered in England and Wales (“Sub-Adviser”).

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Investment Sub-Advisory Agreement
Investment Sub-Advisory Agreement • April 30th, 2010 • JNL Series Trust • Michigan

This AGREEMENT is effective this 1st day of May, 2010, 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 Investment Sub-Advisory Agreement between Jackson National Asset Management, LLC and Pacific Investment Management Company LLC
JNL Series Trust • April 30th, 2010

This Amendment is made 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”).

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MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 30th, 2010 • JNL Series Trust

This Agreement, dated as of May 1, 2010, 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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Amendment to Investment Sub-Advisory Agreement Between Jackson national Asset Management, LLC and Standard & Poor’s Investment Advisory Services LLC
JNL Series Trust • April 30th, 2010

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 corporation and registered investment adviser (“Sub-Adviser”).

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Amendment to Investment Sub-Advisory Agreement Between Jackson national Asset Management, LLC and Credit Suisse Asset Management, LLC
JNL Series Trust • April 30th, 2010

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

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Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Red Rocks Capital LLC
JNL Series Trust • April 30th, 2010

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 Investment Sub-Advisory Agreement Between Jackson national Asset Management, LLC and Capital Guardian Trust Company
JNL Series Trust • April 30th, 2010

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

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Amendment to Investment Sub-Advisory Agreement between Jackson National Asset Management, LLC and Lazard Asset Management LLC
JNL Series Trust • April 30th, 2010

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

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Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Eagle Asset Management, Inc.
JNL Series Trust • April 30th, 2010

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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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2010 • JNL Series Trust • Michigan

This Agreement is effective this 1st day of January 2010, 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 Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Invesco Aim Capital Management, Inc.
JNL Series Trust • April 30th, 2010

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

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INVESTMENT SUB-SUB-ADVISORY AGREEMENT
Investment Sub-Sub-Advisory Agreement • April 30th, 2010 • JNL Series Trust • Delaware

This Agreement is made and entered into this 1st day of January, 2010, by and among Invesco Advisers, Inc., a Delaware corporation and registered investment adviser (the “Sub-Adviser”), and Invesco Asset Management Ltd., a company incorporated in England and Wales, authorized by the Financial Services Authority and a registered investment adviser (the “Sub-Sub-Adviser”), each, a “party.”

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