0000933691-14-000439 Sample Contracts

Amendment to
Administration Agreement • September 12th, 2014 • 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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Amendment to Master Global Custody Agreement Between the Customer and JPMorgan Chase Bank, N.A.
JNL Series Trust • September 12th, 2014

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

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Amendment to Master Global Custody Agreement between the Customer and JPMorgan Chase Bank, N.A.
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And Ivy Investment Management Company
JNL Series Trust • September 12th, 2014

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

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JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. Amendment to Investment Advisory Agreement Between JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. and Jackson National Asset Management, LLC
Investment Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd., an exempt company organized under the Companies law of the Cayman Islands (the “Company”), and a wholly-owned subsidiary of JNL/AllianceBernstein Dynamic Asset Allocation Fund, a series of the JNL Series Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended; and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Mutual Advisers, LLC
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Advisers, Inc.
JNL Series Trust • September 12th, 2014

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

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JNL/Ivy Asset Strategy Fund Ltd. Amendment to Investment Advisory Agreement Between JNL/Ivy Asset Strategy Fund Ltd. and Jackson National Asset Management, LLC
Investment Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL/Ivy Asset Strategy Fund Ltd., an exempt company organized under the Companies law of the Cayman Islands (the “Company”), and a wholly-owned subsidiary of JNL/Ivy Asset Strategy Fund, a series of the JNL Series Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended; and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and T. Rowe Price Associates, Inc.
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Wellington Management Company, LLP
JNL Series Trust • September 12th, 2014

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

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Investment Sub-Advisory Agreement
Advisory Agreement • September 12th, 2014 • JNL Series Trust • Michigan

This Agreement is effective this 15th day of September, 2014, 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”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Neuberger Berman Fixed Income LLC
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Templeton Global Advisors Limited
JNL Series Trust • September 12th, 2014

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”).

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Morgan Stanley Investment Management Inc.
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Invesco Advisers, Inc.
JNL Series Trust • September 12th, 2014

This Amendment is made 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 Amended and Restated Investment Sub-Sub-Advisory Agreement By and Between Invesco Advisers, Inc. and Invesco Asset Management Ltd.
JNL Series Trust • September 12th, 2014

This Amendment is made by and among Invesco Advisers, Inc., a Delaware corporation and registered investment adviser (“IA Inc.”), and Invesco Asset Management Ltd., a company incorporated in England and Wales, authorized by the Financial Services Authority and a registered investment adviser (“IAML”), each a “party”, collectively “parties”.

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Advisory Services, LLC
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Eagle Asset Management, Inc.
JNL Series Trust • September 12th, 2014

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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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Dimensional Fund Advisors L.P.
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Franklin Templeton Institutional, LLC
JNL Series Trust • September 12th, 2014

This Amendment is made 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 Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Brookfield Investment Management Inc.
JNL Series Trust • September 12th, 2014

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

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Amendment to the Second Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Eastspring Investments (Singapore) Limited
JNL Series Trust • September 12th, 2014

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Eastspring Investments (Singapore) Limited (formerly, Prudential Asset Management (Singapore) Limited), a Singapore incorporated company (Registration No. 199407631H), also registered with the Monetary Authority of Singapore as a holder of a capital markets services license for the regulated activities of fund management and dealing in securities (“Sub-Adviser”). The Sub- Adviser is also an exempt financial adviser under the Financial Advisers Act (Cap 110), Singapore and a registered investment adviser.

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and J.P. Morgan Investment Management Inc.
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Red Rocks Capital LLC
JNL Series Trust • September 12th, 2014

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 Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Standard & Poor’s Investment Advisory Services LLC
JNL Series Trust • September 12th, 2014

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

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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 • September 12th, 2014

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”).

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CLASS ACTION SERVICES AGREEMENT
Class Action Services Agreement • September 12th, 2014 • JNL Series Trust • Massachusetts

This Class Action Services Agreement ("Agreement") is made this 2nd day of September, 2014, by and between JNL Series Trust on behalf of its portfolios listed on Appendix A attached hereto, as such Appendix may be amended from time to time, severally and not jointly, (the "Client") and STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts ("State Street").

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Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and AllianceBernstein L.P.
JNL Series Trust • September 12th, 2014

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

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Amendment to
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Sub-Advisory Agreement Between Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International
JNL Series Trust • September 12th, 2014

This Amendment is made by and between Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”), and Goldman Sachs Asset Management International, a company organized with unlimited liability under the laws of England (“GSAMI”), each a “party”, collectively “parties”.

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JNL/BlackRock Commodity Securities Strategy Fund Ltd. Amendment to Investment Advisory Agreement Between JNL/BlackRock Commodity Securities Strategy Fund Ltd. and Jackson National Asset Management, LLC
Investment Advisory Agreement • September 12th, 2014 • JNL Series Trust

This Amendment is made by and between JNL/BlackRock Commodity Securities Strategy Fund Ltd., an exempt company organized under the Companies law of the Cayman Islands (the “Company”), and a wholly-owned subsidiary of JNL/BlackRock Commodity Securities Strategy Fund, a series of the JNL Series Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended; and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

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Amendment to
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and OppenheimerFunds, Inc.
JNL Series Trust • September 12th, 2014

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

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Amendment to Amended and Restated Investment Sub-Advisory Agreement between Jackson National Asset Management, LLC and Pacific Investment Management Company LLC
JNL Series Trust • September 12th, 2014

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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Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and PPM America, Inc.
JNL Series Trust • September 12th, 2014

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

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