0000933691-20-000978 Sample Contracts

JNL Series Trust
Agreement • December 11th, 2020 • JNL Series Trust • New York

This Agreement, effective as of July 31, 2020, is by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and Western Asset Management Company, LLC (the “Sub-Adviser”), a limited liability company organized in the state of California.

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JNL Series Trust Investment Sub-Advisory Agreement
Advisory Agreement • December 11th, 2020 • JNL Series Trust • Michigan

Agreement, dated as of July 31, 2020, by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and ClearBridge Investments, LLC (“Sub-Adviser”), a limited liability company organized in the State of Delaware.

Amendment to Master Custodian Agreement
Master Custodian Agreement • December 11th, 2020 • JNL Series Trust

This Amendment, effective as of November 10, 2020, 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, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • December 11th, 2020

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 (originally, Mellon Capital Management Corporation), a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

Amendment to JNL Series Trust
JNL Series Trust • December 11th, 2020

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

Amendment
JNL Series Trust • December 11th, 2020

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”).

Between Jackson National Asset Management, LLC
JNL Series Trust • December 11th, 2020

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Victory Capital Management Inc., a corporation organized in the State of New York and registered investment adviser (the “Sub-Adviser”).

Master Fund Participation Agreement
Master Fund Participation Agreement • December 11th, 2020 • JNL Series Trust

This Amendment is to the Master Fund Participation Agreement dated September 25, 2017 (“Agreement”) among Jackson National Life Insurance Company (“Insurance Company”), on behalf of itself and certain of its separate accounts listed on Attachment B hereto, severally and not jointly (each, an “Account”); JNL Series Trust (“Trust”), an open-end investment company organized under the laws of the Commonwealth of Massachusetts on behalf of each series of the Trust listed on Attachment A hereto, severally and not jointly (each, a “Fund” and collectively, the “Funds”); Vanguard Variable Insurance Fund (“Series”), a Delaware business trust, The Vanguard Group, Inc. (“Sponsor”), a Pennsylvania corporation; and Vanguard Marketing Corporation (hereinafter, the “Distributor”), a Pennsylvania corporation.

Amendment to Sub Sub-Advisory Agreement JNL Series Trust Franklin Advisers, Inc. Franklin Templeton Institutional, LLC
JNL Series Trust • December 11th, 2020

This AMENDMENT is made as of June 24, 2020, by and between Franklin Advisers, Inc. (“Franklin”), a Delaware limited liability company, and Franklin Templeton Institutional, LLC (“FTI”) a Delaware limited liability company.

Fund Participation Agreement (Fund of Funds)
Fund Participation Agreement • December 11th, 2020 • JNL Series Trust

This Amendment is to the Fund Participation Agreement dated September 25, 2017 (“Agreement”) 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, on behalf of each of its series listed on Attachment A, severally and not jointly (each, a “Fund,” and collectively, the “Funds”); Jackson National Asset Management, LLC (“JNAM”), a limited liability company organized under the laws of the State of Michigan; The Vanguard Group, Inc., a corporation organized under the laws of Pennsylvania (“Vanguard”), each of the open-end management investment companies listed on Attachment A of this Agreement, organized as Delaware business trusts (each, a “Retail Series”), on behalf of certain of their respective portfolios listed on Attachment A (each, a “Retail Underlying Fund,” and collectively, the

Amendment to
Investing Agreement • December 11th, 2020 • JNL Series Trust

This Amendment is to the 12(d)(1) Investing Agreement dated August 13, 2018 (“Agreement”) 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 (each series, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule B (the “Vanguard Trusts”), on behalf of themselves and their respective series listed on Schedule B (each, a “Vanguard Fund”), severally and not jointly.

Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
JNL Series Trust • December 11th, 2020

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 (originally, Mellon Capital Management Corporation), a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

Fund Participation Agreement
Fund Participation Agreement • December 11th, 2020 • JNL Series Trust

This Amendment is to the Fund Participation Agreement dated September 25, 2017 (“Agreement”) among Jackson National Life Insurance Company (“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, on behalf of each of its series listed on Attachment A, severally and not jointly (each, a “Fund,” and collectively, the “Funds”); Jackson National Asset Management, LLC (“JNAM”), a limited liability company organized under the laws of the State of Michigan; The Vanguard Group, Inc., a corporation organized under the laws of Pennsylvania (“Vanguard”), each of the open-end management investment companies listed on Attachment A of this Agreement, organized as Delaware business trusts (each, a “Retail Series”), on behalf of certain of their respective portfolios listed on Attachment A (each, a “Retail Underlying Fund,” and collectively, the “Retail Unde

Amendment to
Master Fund Participation Agreement • December 11th, 2020 • JNL Series Trust

This Amendment is to the Master Fund Participation Agreement dated September 25, 2017 (“Agreement”) among Jackson National Life Insurance Company of New York (“Insurance Company”), on behalf of itself and certain of its separate accounts listed on Attachment B hereto, severally and not jointly (each, an “Account”); JNL Series Trust (“Trust”), an open-end investment company organized under the laws of the Commonwealth of Massachusetts on behalf of each series of the Trust listed on Attachment A hereto, severally and not jointly (each, a “Fund” and collectively, the “Funds”); Vanguard Variable Insurance Fund (“Series”), a Delaware business trust, The Vanguard Group, Inc. (“Sponsor”), a Pennsylvania corporation; and Vanguard Marketing Corporation (hereinafter, the “Distributor”), a Pennsylvania corporation.

Amendment to Sub Sub-Advisory Agreement JNL Series Trust Franklin Advisers, Inc. Franklin Templeton Institutional, LLC
JNL Series Trust • December 11th, 2020

This AMENDMENT is made as of May 26, 2020, by and between Franklin Advisers, Inc. (“Franklin”), a Delaware limited liability company, and Franklin Templeton Institutional, LLC (“FTI”) a Delaware limited liability company.

Amendment to JNL Series Trust Investment Sub-Advisory Agreement Between
JNL Series Trust • December 11th, 2020

This Amendment is made by and between Jackson National Asset Management, LLC, a limited liability company organized in the State of Michigan (the “Adviser”), and First Pacific Advisors, LP, a limited partnership organized in the state of Delaware (the “Sub-Adviser”).

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