0000933691-15-000350 Sample Contracts

JNL Series Trust Investment Sub-Advisory Agreement
Agreement • September 25th, 2015 • JNL Series Trust • Michigan

Agreement, dated as of the 28th day of September, 2015, by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and RS Investment Management Co. LLC (“Sub-Adviser”), a limited liability company organized in the State of Delaware.

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JNL Series Trust
JNL Series Trust • September 25th, 2015 • Michigan

Agreement, dated as of 28th day of September, 2015, by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and Chicago Equity Partners, LLC (“Sub-Adviser”), a limited liability company organized in the State of Delaware.

EX 99.28(d)(17)(i)
Advisory Agreement • September 25th, 2015 • JNL Series Trust • Michigan

Agreement, dated as of 28th day of September, 2015, by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and Causeway Capital Management LLC (“Sub-Adviser”), a limited liability company organized in the State of Delaware.

Amendment to Amended and Restated Investment Advisory and Management Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
JNL Series Trust • September 25th, 2015

This Amendment is made by and between JNL Series Trust, a Massachusetts business trust (“Trust”) and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • September 25th, 2015 • JNL Series Trust

This Amendment, effective as of April 27, 2015, to the Master Custodian Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) dated as of December 30, 2010, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), and each investment company identified on Appendix A attached thereto (each such investment company and each management investment company made subject to this Agreement shall be referred to as the “Fund” and collectively “Funds”).

Amendment to Amended and Restated Investment Advisory
JNL Series Trust • September 25th, 2015

This Amendment is made by and between JNL Series Trust, a Massachusetts business trust (“Trust”) and Jackson National Asset Management, LLC, a Michigan limited liability company (“Adviser”).

Amendment to Master Custodian Agreement
Master Custodian Agreement • September 25th, 2015 • JNL Series Trust

This Amendment, effective as of September 28, 2015, 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 “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Amendment to
JNL Series Trust • September 25th, 2015

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 among 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”).

Amendment to
Master Global Custody Agreement • September 25th, 2015 • JNL Series Trust

This Amendment to the Master Global Custody Agreement dated August 12, 2009, as amended (the “Agreement”), is by and among JNL Series Trust, JNL Investors Series Trust, JNL Variable Fund LLC and JNL Strategic Income Fund LLC, each on behalf of certain respective series thereof, severally and not jointly, and JPMorgan Chase Bank, N.A. (“Custodian”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • September 25th, 2015

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

Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Red Rocks Capital LLC
JNL Series Trust • September 25th, 2015

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”).

to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Mellon Capital Management Corporation
JNL Series Trust • September 25th, 2015

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

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 25th, 2015 • 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”).

Investment Sub-Advisory Agreement
JNL Series Trust • September 25th, 2015 • Michigan

This Agreement is effective as of the 31st day of July, 2015, 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”).

Investment Sub-Advisory Agreement
Advisory Agreement • September 25th, 2015 • JNL Series Trust • Michigan

This Agreement is effective this 28th day of September, 2015, by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”) and DoubleLine Capital LP, a Delaware limited partnership and registered investment adviser (“Sub-Adviser”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And BlackRock Investment Management, LLC
JNL Series Trust • September 25th, 2015

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

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • September 25th, 2015

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”).

EX 99.28(d)(54)(v)
JNL Series Trust • September 25th, 2015

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”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Wellington Management Company, LLP
JNL Series Trust • September 25th, 2015

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

Contract
JNL Series Trust • September 25th, 2015
Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and OppenheimerFunds, Inc.
JNL Series Trust • September 25th, 2015

This Amendmentis 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”).

to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • September 25th, 2015

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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Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • September 25th, 2015

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”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Mellon Capital Management Corporation
JNL Series Trust • September 25th, 2015

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

Amendment to Class Action Services Agreement
Class Action Services Agreement • September 25th, 2015 • JNL Series Trust

This Amendment, effective as of September 28, 2015, to the Class Action Services Agreement dated as of September 2, 2014, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is by and among JNL Series Trust, JNL Investors Series Trust, JNL Strategic Income Fund LLC, JNL Variable Fund LLC and Jackson Variable Series Trust (on behalf of its portfolios listed on Appendix A attached thereto), and each Cayman Islands entity identified on Appendix A attached thereto (each a “Client” and collectively, “Clients”), and State Street Bank and Trust Company, a bank and trust company organized under the laws of the Commonwealth of Massachusetts (“State Street”).

to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Morgan Stanley Investment Management Inc.
JNL Series Trust • September 25th, 2015

This Amendmentis 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”).

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 25th, 2015

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”).

Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • September 25th, 2015

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”).

Amendment to Amended and Restated Distribution Agreement between JNL Series Trust and Jackson National Life Distributors LLC
JNL Series Trust • September 25th, 2015

This Amendment is made by and between JNL Series Trust, a Massachusetts business trust (“Trust”), and Jackson National Life Distributors LLC (“JNLD”), a broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Capital Guardian Trust Company
JNL Series Trust • September 25th, 2015

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”).

ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT
JNL Series Trust • September 25th, 2015

The undersigneds, as listed on Schedule A, each hereby requests an addendum to the Master Global Custody Agreement, dated June 16, 2011, as amended (the “Custody Agreement”), to reflect the removal of JNL/BlackRock Commodity Securities Strategy Fund Ltd. as a Customer under the Custody Agreement (as such term is defined therein), effective September 28, 2015, in conjunction with the securities custody services of JPMorgan Chase Bank, N.A., and by its signature below, agrees to the terms and conditions of the Custody Agreement as a Customer (as such term is defined therein), that certain Settled Securities Class Action Services Addendum, and that certain International Proxy Voting Addendum, each dated June 16, 2011, by and among JPMorgan Chase Bank, N.A. and certain affiliated companies of the undersigned. By their signature below, each party hereby agrees to replace Schedule A of the Custody Agreement with Schedule A attached hereto, effective as of September 28, 2015.

Amendment to Amended and Restated Administration Agreement Between JNL Series Trust and Jackson National Asset Management, LLC
Administration Agreement • September 25th, 2015 • 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”).

EX 99.28(h)(10)(ii)
Participation Agreement • September 25th, 2015 • JNL Series Trust

This Amendment is to the Participation Agreement dated March 4, 2014 (“Agreement”) among JNL Series Trust (“JNLST”), 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 MSCI Russia Capped ETF, 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”).

JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. Amendment to Administration Agreement between JNL/AllianceBernstein Dynamic Asset Allocation Fund Ltd. and Jackson National Asset Management, LLC
Administration Agreement • September 25th, 2015 • JNL Series Trust

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

Amendment to
JNL Series Trust • September 25th, 2015

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 among 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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