0000933691-18-000688.txt : 20181220 0000933691-18-000688.hdr.sgml : 20181220 20181220095834 ACCESSION NUMBER: 0000933691-18-000688 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20190125 FILED AS OF DATE: 20181220 DATE AS OF CHANGE: 20181220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JNL SERIES TRUST CENTRAL INDEX KEY: 0000933691 IRS NUMBER: 381659835 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08894 FILM NUMBER: 181244902 BUSINESS ADDRESS: STREET 1: 1 CORPORATE WAY CITY: LANSING STATE: MI ZIP: 48951 BUSINESS PHONE: (517) 367-4336 MAIL ADDRESS: STREET 1: 1 CORPORATE WAY CITY: LANSING STATE: MI ZIP: 48951

0000933691 S000014513 JNL/FRANKLIN TEMPLETON FOUNDING STRATEGY FUND

C000039491 JNL/FRANKLIN TEMPLETON FOUNDING STRATEGY FUND (A)

C000192202 JNL/FRANKLIN TEMPLETON FOUNDING STRATEGY FUND (I)

PRE 14A 1 jnlstpre14a_ft.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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JNL SERIES TRUST

JNL/Franklin Templeton Founding Strategy Fund

1 Corporate Way

Lansing, Michigan 48951

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 15, 2019

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Meeting”) of shareholders (the “Shareholders”) of the JNL/Franklin Templeton Founding Strategy Fund (the “Fund”), a series of the JNL Series Trust, a Massachusetts business trust (the “Trust”), will be held at the offices of Jackson National Life Insurance Company, 1 Corporate Way, Lansing, Michigan 48951 on March 15, 2019, at 9:00 a.m., Eastern Time, to consider and act upon the following proposals with respect to the Fund and to transact such other business as may properly come before the Meeting or any adjournments thereof:

1.	To approve name, investment objective, investment strategy, and primary and secondary benchmark changes for the Fund ("Proposal 1").

2.	To approve a proposed amendment to the Amended and Restated Investment Advisory and Management Agreement between the investment adviser, Jackson National Asset Management, LLC ("JNAM" or the "Adviser"), and the Trust, on behalf of the Fund ("Proposal 2").

3.	To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Franklin Advisers, Inc. ("Franklin"), appointing Franklin as sub-adviser to the Fund ("Proposal 3").

4.	To approve a proposed amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund ("Proposal 4").

5.	To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Board of Trustees of the Trust (the “Board”) unanimously recommends that Shareholders vote FOR each of Proposal 1, Proposal 2, Proposal 3, and Proposal 4 (each, a “Proposal,” and collectively, the “Proposals”).

The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof.

Only Shareholders of record at the close of business on January 25, 2019 (the “Record Date”), shall be entitled to notice of, and to vote at, the Meeting or any adjournments thereof. The issuing insurers have fixed the close of business on March 13, 2019, as the last day on which voting instructions will be accepted.

The Meeting may be adjourned whether or not a quorum is present, by the chairperson of the Meeting from time to time to reconvene at the same or some other place as determined by the chairperson of the Meeting for any reason, including failure of a Proposal to receive sufficient votes for approval. No shareholder vote shall be required for any adjournment. No notice need be given that the Meeting has been adjourned other than by announcement at the Meeting. Any business that might have been transacted at the original Meeting may be transacted at any adjourned Meeting.

YOUR VOTE IS IMPORTANT.

PLEASE RETURN YOUR VOTING INSTRUCTIONS CARD PROMPTLY.

	By Order of the Board of Trustees,



February 14, 2019	Mark D. Nerud
Lansing, Michigan	Trustee, President, and Chief Executive Officer

JNL SERIES TRUST

JNL/Franklin Templeton Founding Strategy Fund

1 Corporate Way

Lansing, Michigan 48951

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PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

February 14, 2019

This proxy statement is furnished in connection with the solicitation by and on behalf of the Board of Trustees (the “Trustees” or the “Board”) of JNL Series Trust (the “Trust”), a Massachusetts business trust, of proxies to be voted at a Special Meeting (the “Meeting”) of shareholders (the “Shareholders”) of JNL/Franklin Templeton Founding Strategy Fund (the “Fund”), a series of the Trust, to be held on March 15, 2019, at 9:00 a.m. Eastern Time, in the offices of Jackson National Life Insurance Company (“Jackson National”), 1 Corporate Way, Lansing, Michigan 48951, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders (the “Notice”).

The purpose of the Meeting is to consider and act upon the following proposals with respect to the Fund and to transact such other business as may properly come before the Meeting or adjournments thereof:

To approve name, investment objective, investment strategy, and primary and secondary benchmark changes for the Fund (“Proposal 1”).

To approve a proposed amendment to the Amended and Restated Investment Advisory and Management Agreement between the investment adviser, Jackson National Asset Management, LLC (“JNAM” or the “Adviser”), and the Trust, on behalf of the Fund (“Proposal 2”).

To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Franklin Advisers, Inc. (“Franklin”), appointing Franklin as sub-adviser to the Fund (“Proposal 3”).

To approve a proposed amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund (“Proposal 4”).

To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Notice, this Proxy Statement, and the accompanying voting instructions card were first mailed on or about February 14, 2019.

Additional Information

Additional information regarding the Trust can be found in the Trust’s most recent annual and semi-annual reports to Shareholders.

The Trust will furnish, without charge, a copy of the Trust’s semi-annual report for the period ended June 30, 2018, a copy of the Trust’s annual report for the fiscal year ended December 31, 2017 (or a copy of the Trust’s annual report for the fiscal year ended December 31, 2018, when available), or a copy of the Trust’s prospectus and statement of additional information to any shareholder upon request. To obtain a copy, please call 1-800-644-4565 (Jackson Service Center) or 1-800-599-5651 (Jackson NY Service Center), write to the JNL Series Trust, P.O. Box 30314, Lansing, Michigan 48909-7814, or visit www.jackson.com.

VOTING INSTRUCTIONS

Quorum and Voting

The Amended and Restated By-Laws of JNL Series Trust, dated June 1, 1994 as amended and restated on September 25, 2017 (the “By-Laws”), provide that, the holders of a majority of the shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business at a Shareholder meeting, except where any provision of law or the Amended and Restated Declaration of Trust dated June 1, 1994 and amended and restated on September 25, 2017 (the “Declaration of Trust”) provides otherwise. The presence of Jackson National and/or Jackson National Life Insurance Company of New York (“Jackson NY,” and together with Jackson National, the “Insurance Companies”), through the presence of an authorized representative, constitutes a quorum.

The By-Laws further provide that shares may be voted in person or by proxy. A proxy with respect to shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving its invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Any person giving voting instructions may revoke them at any time prior to their exercise by submitting to the Secretary of the Trust a superseding voting instruction form or written notice of revocation. Voting instructions can be revoked until the Meeting date. Only the Contract Owner executing the voting instructions can revoke them. The Insurance Companies will vote the shares of the Fund in accordance with all properly executed and unrevoked voting instructions. Unless otherwise specified in the proxy, the proxy shall apply to all shares of the Fund owned by the Shareholder.

Required Vote

Generally, a simple majority of votes cast is sufficient to take or authorize action upon any matter which may be presented for a Shareholder vote, unless a different vote is required by law, the Declaration of Trust or the By-Laws. Where a vote of the “majority of the outstanding voting securities” of a Fund is required to approve a proposal, it shall mean the lesser of (i) 67% or more of the shares of the Fund entitled to vote thereon present in person or by proxy at the Meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund. Except as otherwise provided by law, if a Shareholder abstains from voting as to any matter, then the shares represented by such abstention will be treated as shares that are present at the Meeting for purposes of determining the existence of a quorum. However, abstentions will not be counted as a vote cast on such proposal. The approval of a Proposal depends upon whether a sufficient number of votes are cast for the Proposal. Accordingly, an instruction to abstain from voting on a Proposal has the same practical effect as an instruction to vote against the Proposal.

Approval of Proposal 1 and Proposal 4 will require the affirmative vote of a majority of the votes cast by the holders of all of the Shares present or represented and voting on that Proposal.

Approval of Proposal 2 and Proposal 3 will require the affirmative vote of a majority of the outstanding voting securities of the Fund, as that term is defined under the Investment Company Act of 1940, as amended, (the “1940 Act”), which is the lesser of (a) a vote of 67% or more of the Fund shares whose holders are present or represented by proxy at the meeting if the holders of more than 50% of all outstanding Fund shares are present in person or represented by proxy at the meeting, or (b) a vote of more than 50% of all outstanding Fund shares.

If the Proposals are approved by Shareholders of the Fund, they will be implemented on or about April 29, 2019.

Contract Owner Voting Instructions

The Trust is organized as a Massachusetts business trust. Interests in the Fund, a series of the Trust, are represented by shares. Shares of the Fund currently are sold only to separate accounts of Jackson National or Jackson NY to fund the benefits of variable life insurance and variable annuity contracts (“Variable Contracts”) issued by Jackson National or Jackson NY (the “issuing insurers”), to employee benefit plans of Jackson National or directly to Jackson National, Jackson NY, or to regulated investment companies. Although the issuing insurers legally own all of the shares of the Fund held in their respective separate accounts that relate to Variable Contracts, a portion of the value of your Variable Contract is invested by the relevant issuing insurer, as provided in your Variable Contract, in shares of the Fund.

You have the right under your Variable Contract to instruct the issuing insurer how to vote the shares attributable to your Variable Contract. The issuing insurer will vote all such shares in accordance with the voting instructions timely given by the owners of Variable Contracts (“Contract Owners”) with assets invested in the Fund. Contract Owners at the close of business on January 25, 2019 (the “Record Date”), will be entitled to notice of the Meeting and to instruct the relevant issuing insurer how to vote at the Meeting or any adjourned session. Jackson National and Jackson NY will vote shares owned by themselves or by the plans in proportion to voting instructions timely given by Contract Owners.

Contract Owners may use the enclosed voting instructions form as a ballot to give their voting instructions for those shares attributable to their Variable Contracts as of the Record Date. When a Contract Owner completes the voting instructions form and sends it to the appropriate issuing insurer, that issuing insurer will vote the shares attributable to the Variable Contract of the Contract Owner in accordance with the Contract Owner’s instructions. If a Contract Owner merely signs and returns the form, the issuing insurer will vote those shares in favor of a Proposal. If the Contract Owner does not return the form, the issuing insurer will vote those shares in the same proportion as shares for which instructions were received from other Contract Owners. As a result of proportionate voting, a small number of Contract Owners could determine the outcome of the Proposals. The issuing insurers have fixed the close of business on March 13, 2019, as the last day on which voting instructions will be accepted.

Adjournments

Any authorized voting instructions will be valid for any adjournment of the Meeting. If the Trust receives an insufficient number of votes to approve a Proposal, the Meeting may be adjourned to permit the solicitation of additional votes.

The Meeting may be adjourned by the chairperson of the Meeting from time to time to reconvene at the same or some other place as determined by the chairperson of the Meeting for any reason, including failure of a Proposal to receive sufficient votes for approval. No Shareholder vote shall be required for any adjournment. No notice need be given that the Meeting has been adjourned other than by announcement at the Meeting. Any business that might have been transacted at the original Meeting may be transacted at any adjourned Meeting.

Revocation of Voting Instructions

Any person giving voting instructions may revoke them at any time prior to the Meeting by submitting to the Insurance Companies a superseding voting instruction form or written notice of revocation or by appearing and voting in person at the Meeting. Only the Contract Owner executing the voting instructions can revoke them. The Insurance Companies will vote the shares of the Fund in accordance with all properly executed and un-revoked voting instructions.

SUMMARY OF PROPOSAL 1

PROPOSAL 1: To approve name, investment objective, investment strategy, and PRIMARY AND secondary benchmark changes for the fund.

Introduction

The Trust, a Massachusetts business trust, is an open-end investment company, commonly known as a mutual fund, registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust currently offers shares in 123 funds, including the Fund. This proxy statement is being furnished to Shareholders of the Fund and relates to certain fund changes that will convert the Fund from a fund-of-funds to an actively managed fund.

The following changes are being proposed under Proposal 1:

●

the Fund will undergo changes to its name, investment objective, investment strategy, and primary and secondary benchmarks (the “Strategy Changes”);

●

the Fund will be sub-advised by Franklin; and

●

the Fund will implement a new sub-advisory fee structure (the “Fee Change”).

The Trust is providing this proxy statement to Shareholders investing in the Fund as of January 25, 2019, the Record Date.

JNAM is the investment adviser to the Trust and provides the Trust with professional investment supervision and management. JNAM is a wholly owned subsidiary of Jackson National, which is in turn a wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom. Prudential plc is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. JNAM also serves as the Fund’s Administrator.

As the investment adviser to the Trust, JNAM selects, contracts with, compensates, and monitors sub-advisers to manage the investment and reinvestment of the assets of each of the funds in the Trust. In addition, JNAM monitors the compliance of the sub-advisers with the investment objectives and related policies of each series of the Trust and reviews the performance of the sub-advisers and reports on such performance to the Board.

Overview and Board Approval

At a meeting held on December 10-12, 2018 (the “Board Meeting”), the Board, including the Trustees who are not “interested persons” as defined by the 1940 Act (the “Independent Trustees”), of the Trust voted to approve a change to the Fund’s name from “JNL/Franklin Templeton Founding Strategy Fund” to “JNL/Franklin Templeton Growth Allocation Fund” and changes to the Fund’s investment objective, investment strategy, and primary and secondary benchmarks. These changes are referred to as the “Strategy Changes” in this proxy statement.

At the Board Meeting, the Board, including the Independent Trustees, also voted to approve appointment of Franklin as sub-adviser to the Fund and to approve a corresponding amendment to the Trust’s existing Amended and Restated Investment Sub-Advisory Agreement between JNAM and Franklin, effective December 1, 2012, as amended (“Franklin Sub-Advisory Agreement”), appointing Franklin as the sub-adviser to the Fund, effective on or about April 29, 2019 (the “Effective Date”), subject to approval by Shareholders.

The Fund is currently structured as a fund-of-funds and allocates its assets among three underlying funds that are advised by JNAM and sub-advised by Franklin or its affiliates. Pending Shareholder approval of the Proposals and as a result of the Strategy Changes, the Fund will change from a fund-of-funds to an actively managed fund. JNAM will continue to serve as its investment adviser, but it is proposed that Franklin will serve as the Fund’s new sub-adviser. The Fund does not currently pay advisory fees to JNAM. As a result of the structural change from a fund-of-funds to an actively managed Fund, it is further proposed that the Fund’s advisory and administrative fees will increase, as described in Proposal 2 and Proposal 4, respectively, and a new sub-advisory fee will be implemented, as described in Proposal 3. The Amended and Restated Investment Advisory and Management Agreement between JNAM and the Trust, on behalf of the Fund, effective July 1, 2013, as amended (the “Advisory Agreement”), was last approved by the Board, including the Independent Trustees, of the Fund at a meeting held on August 27-29, 2018. At the Board Meeting, in connection with the Strategy Changes, the Board, including the Independent Trustees, of the Fund voted to approve (i) an amendment to the Advisory Agreement reflecting the increased advisory fee, (ii) an amendment to the Franklin Sub-Advisory Agreement approving Franklin as a sub-adviser to the Fund and the sub-advisory fee for the Fund, and (iii) an amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund, effective July 1, 2013, as amended (the “Administration Agreement”), reflecting the increased administrative fee for the Fund. These fee changes are referred to as the “Fee Changes” in this proxy statement and are proposed to be effective on or about the Effective Date, subject to approval by Shareholders.

Despite the proposed increases in the Fund’s current advisory and administrative fees and implementation of a new sub-advisory fee, it is expected that the Fund’s total annual operating expenses will decrease as a result of the Strategy Changes and Fee Changes described in this proxy statement. This is because, as an actively managed fund, the Fund will no longer incur “acquired fund fees and expenses” from its investment in underlying funds. The Fund’s total annual operating expenses are expected to decrease beginning on or about the Effective Date, as discussed in more detail below.

Information Regarding Strategy Changes

JNAM is recommending certain changes for the Fund, which is currently a fund-of-funds and is managed by JNAM. The Fund does not currently have a sub-adviser. The Strategy Changes are being proposed to convert the Fund from a fund-of-funds that is designed to invest in three underlying funds to an actively managed Fund.

In acting as the Fund’s new sub-adviser, Franklin will use an asset allocation approach to its investment process. With Franklin as its sub-adviser, the Fund will have significant flexibility to invest in a broad range of equity, fixed income, and alternative asset classes in the U.S. and other markets throughout the world, both developed and emerging.

If Shareholders approve the Strategy Changes, the Fund’s investment objective and investment strategies will be revised to reflect that the Fund will no longer invest in underlying funds and to reflect Franklin’s flexible asset allocation strategy. A comparison of the Fund’s current investment objective and principal investment strategies and the proposed investment objective and principal investment strategies is shown in the table below.

JNL/Franklin Templeton

Founding Strategy Fund

Proposed JNL/Franklin Templeton

Growth Allocation Fund

Investment Objective

The investment objective of the Fund is capital appreciation.

Investment Objective

The investment objective of the Fund is long-term total return that is consistent with an acceptable level of risk.

Principal Investment Strategies

The Fund seeks to achieve its objective by making allocations (approximately 33 1/3%) of its assets and cash flows among the following three Funds (“Underlying Funds”):

● JNL/Franklin Templeton Global Fund;

● JNL/Franklin Templeton Income Fund; and

● JNL/Franklin Templeton Mutual Shares Fund.

The investment policies of the Underlying Funds are further described in those Funds’ Prospectus.

Principal Investment Strategies

The Fund has significant flexibility to invest in a broad range of equity, fixed income, and alternative asset classes in the U.S. and other markets throughout the world, both developed and emerging.

The JNL/Franklin Templeton Global Fund seeks long-term capital growth by investing, under normal market conditions, primarily in the equity securities of companies located anywhere in the world, including emerging markets. Under normal market conditions, the JNL/Franklin Templeton Global Fund invests significantly (ordinarily at least 40% unless market conditions are not deemed favorable by Templeton Global Advisors Limited (in this paragraph, “Sub-Adviser”), in which case the JNL/Franklin Templeton Global Fund would invest at least 30%) in non-U.S. companies. The JNL/Franklin Templeton Global Fund will allocate its assets among various regions and countries, including the United States (but in no less than three different countries). Although the JNL/Franklin Templeton Global Fund seeks investments across a number of countries and sectors, from time to time, based on economic conditions, the JNL/Franklin Templeton Global Fund may have significant positions in particular regions, such as Europe, or sectors. Depending upon current market conditions, the JNL/Franklin Templeton Global Fund may invest up to 25% of its total assets in debt securities of companies and governments located anywhere in the world. The JNL/Franklin Templeton Global Fund also may invest in depositary receipts and may use derivative strategies.

No corresponding strategy.

JNL/Franklin Templeton

Founding Strategy Fund

Proposed JNL/Franklin Templeton

Growth Allocation Fund

The JNL/Franklin Templeton Income Fund seeks to maximize income while maintaining prospects for capital appreciation by investing, under normal market conditions, in a diversified portfolio of debt and equity securities. The JNL/Franklin Templeton Income Fund may shift its investments from one asset class to another based on the analysis of Franklin Advisers, Inc. (in this paragraph, “Sub-Adviser”) as to the best opportunities for the JNL/Franklin Templeton Income Fund’s portfolio in a given market. The equity securities in which the JNL/Franklin Templeton Income Fund invests consist primarily of common stock. Debt securities include all varieties of fixed, floating and variable rate instruments, including secured and unsecured bonds, bonds convertible into common stock, senior floating rate and term loans, mortgage-backed securities and other asset-backed securities, debentures, and shorter term instruments. The JNL/Franklin Templeton Income Fund seeks income by selecting investments such as corporate, foreign and U.S. Treasury bonds, as well as stocks with dividend yields the Sub-Adviser believes are attractive. The JNL/Franklin Templeton Income Fund may invest up to 100% of its total assets in debt securities that are rated below investment grade (also known as “junk bonds”), including a portion in defaulted securities. The JNL/Franklin Templeton Income Fund maintains the flexibility to invest in securities of companies from a variety of sectors, but from time to time, based on economic conditions, the Fund may have significant investments in particular sectors. The JNL/Franklin Templeton Income Fund may also invest up to 25% of its assets in foreign securities, either directly or through depositary receipts. The JNL/Franklin Templeton Income Fund may invest up to 15% of its net assets in equity-linked notes, which are hybrid derivative-type instruments that are specially designed to combine the characteristics of one or more reference securities (usually a single stock, a stock index or a basket of stocks (underlying securities)) and a related equity derivative, such as a put or call option, in a single note form.

No corresponding strategy.

The JNL/Franklin Templeton Mutual Shares Fund seeks capital appreciation, which may occasionally be short-term (which is capital appreciation return on an investment in less than 12 months), and secondarily, income. The JNL/Franklin Templeton Mutual Shares Fund primarily invests in equity securities (including securities convertible into, or that Franklin Mutual Advisers, LLC (in this paragraph, “Sub-Adviser”) expects to be exchanged for, common or preferred stock) of U.S. and foreign companies that the Sub-Adviser believes are available at market prices less than their value based on certain recognized or objective criteria (intrinsic value). To a lesser extent, the JNL/Franklin Templeton Mutual Shares Fund also invests in merger arbitrage and the debt and equity of distressed companies. The JNL/Franklin Templeton Mutual Shares Fund may invest a significant portion (up to 35%) of its assets in foreign securities, which may include sovereign debt and participations in foreign government debt. The JNL/Franklin Templeton Mutual Shares Fund is not limited to pre-set maximums or minimums governing the size of the companies in which it may invest. However, the JNL/Franklin Templeton Mutual Shares Fund generally invests the equity portion of its portfolio primarily to predominantly in companies with market capitalizations greater than $5 billion, with a portion or significant amount in smaller companies, which are generally companies with market capitalizations less than $5 billion. The JNL/Franklin Templeton Mutual Shares Fund regularly attempts to hedge (protect) against currency risks, largely using currency forward contracts and currency futures contracts (including currency index futures contracts) when, in the Sub-Adviser’s opinion, it would be advantageous to the JNL/Franklin Templeton Mutual Shares Fund to do so. The JNL/Franklin Templeton Mutual Shares Fund may also, from time to time, attempt to hedge against market risk using a variety of derivatives.

No corresponding strategy.

JNL/Franklin Templeton Founding Strategy Fund	Proposed JNL/Franklin Templeton Growth Allocation Fund
These Underlying Funds invest primarily in U.S. and foreign equity securities, and, to a lesser extent, fixed-income and money market securities.	Under normal market conditions, Franklin Advisers, Inc., the Fund’s sub-adviser (the “Sub-Adviser”), uses a flexible allocation approach when allocating the Fund’s assets among the broad asset classes of equity and fixed-income investments.
No corresponding strategy.	When selecting equity investments, the Sub-Adviser considers foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value). When selecting fixed-income investments, the Sub-Adviser focuses primarily on maximizing income, appropriate to the Fund’s risk profile and considers the duration and maturity of its investments. The Fund may also invest in fixed income securities of any credit rating, including below investment grade or “junk” bonds. As part of these equity and fixed-income investments, the Sub-Adviser may invest up to 10% of the Fund’s assets in mutual funds or exchange-traded funds (“ETFs”), including those advised by the Sub-Adviser or its affiliates. Such mutual funds or ETFs may invest in a variety of U.S. and foreign equity and fixed income securities of any rating that may employ a growth or value investment style.
No corresponding strategy.	The Fund may also invest in derivative instruments.

Information Regarding Principal Risks

If Shareholders approve the Strategy Changes, the Fund’s principal risks will also be revised. The Fund’s current principal risks are based on the risks associated with investing in the underlying funds. If the Strategy Changes are approved, the principal risks will be revised consistent with Franklin’s actively managed strategy for the Fund. A comparison of the Fund’s current principal risks and the proposed principal risks is shown in the table below.

Principal Risks	JNL/Franklin Templeton Founding Strategy Fund	Proposed JNL/Franklin Templeton Growth Allocation Fund
Accounting risk	X
Allocation risk		X
Company risk	X

Principal Risks	JNL/Franklin Templeton Founding Strategy Fund	Proposed JNL/Franklin Templeton Growth Allocation Fund
Credit risk	X	X
Derivatives risk	X	X
Emerging markets and less developed countries risk	X	X
Equity securities risk	X	X
Exchange-traded funds investing risk		X
Financial services risk	X
Fixed-income risk	X	X
Foreign regulatory risk	X	X
Foreign securities risk	X	X
High-yield bonds, lower-rated bonds, and unrated securities risk	X	X
Interest rate risk		X
Investment in other investment companies risk		X
Investment style risk	X	X
Managed portfolio risk		X
Market risk		X
Mid-capitalization and small-capitalization investing risk		X
Passive investment risk	X
Portfolio turnover risk	X
Underlying funds risk	X

Information Regarding Primary and Secondary Benchmark Changes

As part of the Strategy Changes, JNAM proposes to change the Fund’s primary and secondary benchmarks as shown in the table below. JNAM recommends this change to the primary and secondary benchmarks for better consistency with the proposed Strategy Changes.

JNL/Franklin Templeton Founding Strategy Fund

Proposed JNL/Franklin Templeton Growth Allocation Fund

Primary benchmark

Dow Jones Moderately Aggressive Index

Morningstar Moderately Aggressive Target Risk Index

Secondary (blended) benchmark

80% MSCI All Country World Index (Net)

20% Bloomberg Barclays U.S. Aggregate Bond Index

50% S&P 500 Index

25% MSCI All Country World Index ex USA (Net)

25% Bloomberg Barclays U.S. Aggregate Bond Index

For complete disclosure of the Fund’s investment objective, investment strategies, risks and other related disclosure, as well as how this disclosure is proposed to be revised, please see Appendix A.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 1.

SUMMARY OF PROPOSAL 2

PROPOSAL 2: To approve a proposed amendment to the amended and restated investment advisory and management agreement between jnam and the trust, on behalf of the fund.

Overview and Introduction

At the Board Meeting, the Board, including the Independent Trustees, voted to approve an amendment to the Advisory Agreement (the “Amendment”), which would increase the advisory fee payable by the Fund to JNAM effective on or about the Effective Date.

As discussed above, in connection with the Strategy Changes, the Fund will change from a fund-of-funds structure to an actively managed structure. In connection with this change from a fund-of-funds structure to an actively managed structure, the Fund’s overall fee structure is proposed to change. Pending Shareholder approval of the Strategy Changes, JNAM will begin to oversee the proposed sub-adviser, Franklin, in implementing its new investment strategy for the Fund. This, combined with the Strategy Changes, will result in changes to certain of the services JNAM currently provides for the Fund.

As the investment adviser to the Trust, JNAM provides the Trust with professional investment supervision and management under the Advisory Agreement. JNAM is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Under the Trust’s Advisory Agreement, JNAM is responsible for managing the affairs and overseeing the investments of the funds and determining how voting and other rights with respect to securities owned by each fund will be exercised. JNAM also provides recordkeeping, administrative, and exempt transfer agent services to the funds and oversees the performance of services provided to each fund by other service providers, including the custodian and shareholder servicing agent. JNAM is authorized to delegate certain of its duties with respect to a fund to a sub-adviser, subject to the approval of the Board, and is responsible for overseeing that sub-adviser’s performance. JNAM plays an active role in advising and monitoring the funds of the Trust and their respective sub-adviser(s), if any. When appropriate, JNAM recommends to the Board potential sub-advisers for a fund. JNAM is solely responsible for payment of any fees to sub-advisers.

Information Concerning JNAM, the Fund’s Adviser

JNAM, 1 Corporate Way, Lansing, Michigan 48951, is the investment adviser to the Trust. JNAM was organized in 2000 under the laws of Michigan. As investment adviser, JNAM provides the Trust with professional investment supervision and management. The Adviser is a wholly owned subsidiary of Jackson, which is in turn wholly owned by Prudential plc, a publicly traded company incorporated in the United Kingdom. Prudential plc and its affiliated companies constitute one of the world’s leading financial services groups. It provides insurance and financial services through its subsidiaries and affiliates throughout the world. Prudential plc is located at Laurence Pountney Hill, London EC4R 0HH.

JNAM currently serves as an investment adviser to the Trust, as well as to JNL Investors Series Trust, Jackson Variable Series Trust and JNL Variable Fund LLC. As of December 31, 2018, JNAM managed or advised assets totaling $[__] billion. [to be provided]

As the Adviser to the Fund, JNAM provides the Fund with professional investment supervision and management under the Advisory Agreement. The Adviser plays an active role in advising and monitoring the Fund and its sub-adviser, if any. When appropriate, the Adviser recommends to the Board potential sub-advisers for a Fund. The Adviser monitors a sub-adviser’s Fund management team to determine whether its investment activities remain consistent with the Fund’s investment strategies and objectives. The Adviser also monitors changes that may impact the sub-adviser’s overall business, including the sub-adviser’s operations and changes in investment personnel and senior management, and regularly performs due diligence reviews of a sub-adviser. In addition, the Adviser obtains detailed, comprehensive information concerning each Fund’s and sub-adviser’s performance and Fund operations. The Adviser is responsible for providing regular reports on these matters to the Board.

Executive/Principal Officers, Directors, and General Partners of JNAM

Names	Principal Address	Title
Michael A. Costello	1 Corporate Way Lansing, MI 48951	Managing Board Member
Bradley O. Harris	1 Corporate Way Lansing, MI 48951	Managing Board Member
Paul C. Myers	1 Corporate Way Lansing, MI 48951	Managing Board Member and Chairman
Mark D. Nerud^, *	1 Corporate Way Lansing, MI 48951	Managing Board Member, Chief Executive Officer, and President
Alison R. Reed	1 Corporate Way Lansing, MI 48951	Managing Board Member
Richard J. Gorman**	1 Corporate Way Lansing, MI 48951	Senior Vice President and Chief Compliance Officer
William P. Harding**	1 Corporate Way Lansing, MI 48951	Senior Vice President and Chief Investment Officer
Daniel W. Koors**	1 Corporate Way Lansing, MI 48951	Senior Vice President and Chief Operating Officer
Susan S. Rhee**	1 Corporate Way Lansing, MI 48951	Senior Vice President, General Counsel, and Secretary
Eric A. Bjornson	1 Corporate Way Lansing, MI 48951	Vice President – Operations
Joseph B. O’Boyle**	1 Corporate Way Lansing, MI 48951	Vice President – Compliance
Emily J. Bennett**	1 Corporate Way Lansing, MI 48951	Assistant Vice President, Legal and Associate General Counsel
Garett J. Childs	1 Corporate Way Lansing, MI 48951	Assistant Vice President and Chief Risk Officer
Mia K. Nelson**	1 Corporate Way Lansing, MI 48951	Assistant Vice President – Tax
Kristan L. Richardson	1 Corporate Way Lansing, MI 48951	Assistant Secretary
Also a Trustee and officer of the Trust. * Also an officer of the Trust.

The following person(s) beneficially own 10% or more of the outstanding voting securities of JNAM:

Names	Address
Jackson National Life Insurance Company	1 Corporate Way, Lansing, MI 48951

As of [January 25, 2019], no Trustees or officers of the Trust were officers, employees, directors, general partners, or shareholders of JNAM, and no Trustees or officers of the Trust owned securities or had any other material direct or indirect interest in JNAM or any other entity controlling, controlled by, or under common control with JNAM. In addition, no Trustee has had any material interest, direct or indirect, in any material transactions since January 1, 2018, the beginning of the Trust’s most recently completed fiscal year, or in any material proposed transactions, to which JNAM, any parent or subsidiary of JNAM, or any subsidiary of the parent of such entities was or is to be a party.

Information Regarding the Advisory Agreement with JNAM

JNAM is the adviser to all of the funds of the Trust, pursuant to the Advisory Agreement. The Advisory Agreement was most recently approved by the Board with respect to the Fund at a meeting held on August 27-29, 2018, and was most recently approved by shareholders of all series of the Trust then in existence on October 10, 2000, in connection with an arrangement that would permit the investment adviser (formerly known as Jackson National Financial Services, LLC), with Board approval, to enter into or amend sub-advisory agreements without shareholder approval.

At the Board Meeting, the Board, including the Independent Trustees, voted to approve the amendment to the Advisory Agreement, subject to Shareholder approval. The following description of the Advisory Agreement is qualified by the Advisory Agreement, attached as Appendix B.

Under the Advisory Agreement, the Adviser is responsible for managing the affairs and overseeing the investments of the Fund and determining how voting and other rights with respect to securities owned by the Fund will be exercised. The Adviser also provides recordkeeping, administrative, and exempt transfer agent services to the Fund and oversees the performance of services provided to the Fund by other service providers, including the custodian and shareholder servicing agent. The Adviser is authorized to delegate certain of its duties with respect to a Fund to a sub-adviser, subject to the approval of the Board, and is responsible for overseeing that sub-adviser’s performance. The Adviser is solely responsible for payment of any fees to the sub-advisers.

The Advisory Agreement provides that it will remain in effect through September 30th each year, and thereafter only so long as the continuance is approved at least annually by September 30th by the Board or by vote of the holders of a majority of the outstanding voting securities of the Fund, and by vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated at any time, without the payment of any penalty, on sixty days’ written notice by the Trust. The Advisory Agreement may be terminated by the Adviser at any time, without payment of any penalty, on like notice to the Trust, provided, however, that the Advisory Agreement may not be terminated by the Adviser unless another investment advisory agreement has been approved by the Trust, or after six months’ written notice, whichever is earlier. The Advisory Agreement also terminates automatically in the event of its assignment.

The Advisory Agreement generally provides that the Adviser, its officers, directors, employees, agents or affiliates will not be subject to any liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services including, without limitation, any error of judgment or mistake of law or for any loss suffered by the funds in connection with the performance of the Adviser’s duties under the Advisory Agreement, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. There are no material changes to the Advisory Agreement resulting from the changes described herein, except the advisory fee change for the Fund described below.

Material Terms of the Amendment to the Advisory Agreement

The Amendment to the Advisory Agreement will increase the advisory fee to be paid by the Fund, as shown below. The Amendment does not modify any other material terms of the Advisory Agreement. If Shareholders approve Proposal 2, the term of the Amendment will commence on or about the Effective Date. The Amendment and the Advisory Agreement, as amended, are attached to this proxy statement as Appendix B.

All services under the Amendment must be provided in accordance with the provisions of the 1940 Act and any rules and regulations thereunder, the Securities Act of 1933 and any rules and regulations thereunder, the Tax Code, any other applicable provisions of law, the Trust’s Declaration of Trust and By-Laws, and policies adopted by the Trustees and the investment policies of the Fund as adopted by the Board and as disclosed in the Fund’s registration statements on file with the SEC, as amended from time to time.

JNL/ Franklin Templeton Founding Strategy Fund
*Current Advisory Fee Rates*
Net Assets	Rate
All Assets	0%

JNL/Franklin Templeton Growth Allocation Fund
*Proposed Advisory Fee Rates*
Net Assets	Rate
$0 to $1 billion	0.55%
$1 billion to $3 billion	0.53%
$3 billion to $5 billion	0.52%
Over $5 billion	0.51%

The following table sets forth the aggregate amount of advisory fees paid by the Fund to JNAM for the year ended December 31, 2018. Assuming the Amendment to the Advisory Agreement was in place for the year ended December 31, 2018, the pro forma advisory fees would have been higher, as shown below.

[to be provided]

Actual Aggregate Fees for Year ended December 31, 2018*	Pro Forma Aggregate Fees for Year Ended December 31, 2018*	Difference Between the Actual Aggregate Fees and Pro Forma Aggregate Fees for Year Ended December 31, 2018 (%)*
$0	$[______]	[______]%
*These figures do not reflect the expenses of the Variable Contracts or the separate account through which a shareholder indirectly invests in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

The Board reviewed the proposed Amendment to the Advisory Agreement and believes that the proposed fee schedule is fair for the services to be provided by JNAM to the Fund. If this Proposal is approved by Shareholders, the Amendment to the Advisory Agreement with respect to the Fund will become effective on or about the Effective Date.

A discussion regarding the basis for the approval by the Board of Trustees of the Amendment to the Advisory Agreement is contained under “Board of Trustees’ Evaluation” below.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 2.

SUMMARY OF PROPOSAL 3

PROPOSAL 3: To approve a proposed amendment to the investment sub-advisory agreement between jnam and FRANKLIN, approving FRANKLIN as sub-adviser to the fund.

Overview and Introduction

At the Board Meeting, the Board, including the Independent Trustees, of the Fund voted to approve the appointment of Franklin as the sub-adviser for the Fund and to approve a corresponding amendment (the “Amendment”) to the Franklin Sub-Advisory Agreement appointing Franklin as the Fund’s sub-adviser, subject to approval by Shareholders. Pending Shareholder approval, Franklin will begin providing the day-to-day management for the Fund, effective on or about the Effective Date.

If approved by Shareholders, Franklin will be appointed as the sub-adviser for the Fund and the principal investment strategies for the Fund will be updated per the Strategy Changes discussed above.

There is currently not a sub-advisory fee structure in place for the Fund, as the Fund does not currently have a sub-adviser. The proposed sub-advisory fee will be paid by JNAM to Franklin on behalf of the Fund. As discussed above, it is proposed that the Fund will change from a fund-of-funds to an actively managed Fund effective on or about the Effective Date, and as a result the Fund’s total net expense ratio is expected to decrease.

Information concerning Franklin – Proposed Investment Sub-Adviser

Franklin is located at One Franklin Parkway, San Mateo, California 94403. Franklin Advisers is an indirect wholly owned subsidiary of Franklin Resources, Inc., a publicly owned company engaged in the financial services industry through its subsidiaries. Charles B. Johnson and Gregory E. Johnson are the principal shareholders of Franklin Resources, Inc.

Franklin and its affiliates provide investment advisory services to individual and institutional investor accounts. Franklin also serves as sub-adviser to other funds of the Trust. As of December 31, 2018, Franklin and its affiliates managed over $[___] billion in assets. [to be provided]

As the sub-adviser to the Fund, Franklin will provide the Fund with investment research, advice, and supervision, and will manage the Fund consistent with its investment objective and policies (as amended per the Strategy Changes discussed above), including the purchase, retention, and disposition of securities, as set forth in the Fund’s current Prospectus.

Executive/Principal Officers, Directors, and General Partners of Franklin

Names	Principal Address	Title
Rupert Harris Johnson	One Franklin Parkway San Mateo, California 94403	Director
Edward Burton Jamieson	One Franklin Parkway San Mateo, California 94403	President
Craig Steven Tyle	One Franklin Parkway San Mateo, California 94403	Chief Legal Officer
Madison Sterling Gulley	One Franklin Parkway San Mateo, California 94403	Executive Vice President
Kenneth Allan Lewis	One Franklin Parkway San Mateo, California 94403	Chief Financial Officer
Breda Mary Beckerle	One Franklin Parkway San Mateo, California 94403	Chief Compliance Officer
Mark Lecho Constant	One Franklin Parkway San Mateo, California 94403	Treasurer
William Young Yun	One Franklin Parkway San Mateo, California 94403	Executive Vice President
Michael James Hasenstab	One Franklin Parkway San Mateo, California 94403	Executive Vice President
Edward Douglas Perks	One Franklin Parkway San Mateo, California 94403	Executive Vice President
Michael Paul McCarthy	One Franklin Parkway San Mateo, California 94403	Executive Vice President and Chief Investment Officer
Stephen Harold Dover	One Franklin Parkway San Mateo, California 94403	Executive Vice President

Names

Principal Address

Title

Thomas John Fisher

One Franklin Parkway

San Mateo, California 94403

Executive Vice President

Roger Alan Bayston

One Franklin Parkway

San Mateo, California 94403

Executive Vice President

The following person(s) beneficially own 10% or more of the outstanding voting securities of Franklin:

Names	Address
Franklin Resources, Inc.	One Franklin Parkway, San Mateo, California 94403

As of [January 25, 2019], no Trustees or officers of the Trust were officers, employees, directors, general partners, or shareholders of Franklin, and no Trustees or officers of the Trust owned securities or had any other material direct or indirect interest in Franklin or any other entity controlling, controlled by, or under common control with Franklin. In addition, no Trustee has had any material interest, direct or indirect, in any material transactions since January 1, 2018, the beginning of the Trust’s most recently completed fiscal year, or in any material proposed transactions, to which Franklin, any parent or subsidiary of Franklin, or any subsidiary of the parent of such entities was or is to be a party.

Information regarding the Sub-Advisory Agreement with Franklin

Franklin is a sub-adviser to separate funds of the Trust, pursuant to the Franklin Sub-Advisory Agreement. The Franklin Sub-Advisory Agreement was most recently approved by the Board at a meeting held on August 27-29, 2018. JNAM has received an exemptive order from the SEC that permits JNAM, subject to certain conditions, to enter into agreements relating to the Trust with unaffiliated sub-advisers approved by the Board without obtaining shareholder approval. As such, the Franklin Sub-Advisory Agreement has not been approved by shareholders but is regularly reviewed by JNAM and the Board pursuant to the exemptive order.

At the Board Meeting, the Board, including the Independent Trustees, voted to appoint Franklin as a sub-adviser to the Fund and approved the Amendment to the Franklin Sub-Advisory Agreement, subject to Shareholder approval. The following description of the Franklin Sub-Advisory Agreement is qualified by the Franklin Sub-Advisory Agreement, attached as Appendix C.

Under the Franklin Sub-Advisory Agreement, Franklin provides investment portfolio management services to certain funds of the Trust. Franklin is responsible for managing the investment and reinvestment of the assets of those funds, subject to the oversight and supervision of JNAM and the Board. Franklin is also responsible for supervising and directing the investments of each fund in accordance with its investment objective, program, and restrictions. Franklin is responsible for effecting all securities transactions on behalf of the Fund.

The Franklin Sub-Advisory Agreement provides that it will remain in effect through September 30th each year, and thereafter only so long as the continuance is approved at least annually by September 30th by the Board or by vote of the holders of a majority of the outstanding voting securities of the Fund, and by vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The Franklin Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, on sixty days’ written notice by the Trust or JNAM, or on sixty days’ written notice by Franklin. The Franklin Sub-Advisory Agreement also terminates automatically in the event of its assignment.

The Franklin Sub-Advisory Agreement generally provides that Franklin, its officers, directors, employees, agents or affiliates will not be subject to any liability to JNAM or the funds or their directors, officers, employees, agents or affiliates for any error of judgment or mistake of law or for any loss suffered by the funds in connection with the performance of Franklin’s duties under the Franklin Sub-Advisory Agreement or its failure to perform due to events beyond its reasonable control, except for a loss resulting from willful malfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Franklin Sub-Advisory Agreement.

If the sub-adviser appointment is approved by Shareholders, JNAM will be obligated to pay Franklin out of the advisory fee it receives from the Fund.

Material Terms of the Amendment to the Franklin Sub-Advisory Agreement

The Amendment adds the Fund to the current Franklin Sub-Advisory Agreement. In all material respects, the Amendment does not modify the material terms of the Franklin Sub-Advisory Agreement, and (other than with respect to the specified fee rate for the Fund) the same terms will apply to the Fund as currently apply to the existing funds for which Franklin serves as sub-adviser. If Shareholders approve the Proposal, the term of the Amendment will commence on or about the Effective Date. The Amendment and the Franklin Sub-Advisory Agreement, as amended, are attached to this proxy statement as Appendix C.

Under the Amendment, Franklin would provide sub-advisory services to the Fund, including making decisions regarding the acquisitions, holding, or disposition of securities or other assets that the Fund may own or contemplate acquiring from time to time. All services under the Amendment must be provided in accordance with the provisions of the 1940 Act and any rules and regulations thereunder, the Securities Act of 1933 and any rules and regulations thereunder, the Tax Code, any other applicable provisions of law, the Trust’s Declaration of Trust and By-Laws, and policies adopted by the Trustees and the investment policies of the Fund as adopted by the Board and as disclosed in the Fund’s registration statements on file with the SEC, as amended from time to time.

The advisory fees to be paid by the Fund are described above in Proposal 2. JNAM is responsible for paying all sub-advisers out of its own resources. As noted above, there is not currently a sub-advisory fee structure for the Fund. If Proposal 3 is approved, JNAM will pay Franklin a sub-advisory fee equal to a percentage of the Fund’s average daily net assets attributable to the Fund, based on the below schedule.

JNL/Franklin Templeton Growth Allocation Fund
*Proposed Sub-Advisory Fee Rates*
Net Assets	Rate
$0 to $1.5 billion	0.35%
Over $1.5 billion	0.32%

The following table sets forth the aggregate amount of sub-advisory fees paid by JNAM, on behalf of the Fund, for the year ended December 31, 2018. Assuming the Amendment to the Franklin Sub-Advisory Agreement was in place for the year ended December 31, 2018, the pro forma sub-advisory fees would have been higher, as shown below.

[to be provided]

Actual Aggregate Fees for Year ended December 31, 2018*	Pro Forma Aggregate Fees for Year Ended December 31, 2018*	Difference Between the Actual Aggregate Fees and Pro Forma Aggregate Fees for Year Ended December 31, 2018 (%)*
$0	$[______]	[______]%
*These figures do not reflect the expenses of the Variable Contracts or the separate account through which a shareholder indirectly invests in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

The Trustees believe that the proposed fee schedule is fair for the services to be provided by Franklin to the Fund. If this Proposal is approved by Shareholders, the Amendment and Franklin’s appointment as sub-adviser to the Fund will become effective on or about the Effective Date.

A discussion regarding the basis for the approval by the Board of Trustees of the Amendment is contained under “Board of Trustees’ Evaluation” below.

Portfolio Management

The Fund will be managed by a team of Franklin investment professionals acting together to manage the assets of the Fund. Franklin will implement its flexible asset allocation strategy for the Fund. The portfolio managers of the Fund are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. They have equal authority over all aspects of the Fund’s investment portfolio, including, but not limited to, asset allocation, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated investment management requirements. The degree to which each portfolio manager may perform these functions, and the nature of these functions, may change from time to time. The Fund’s proposed portfolio managers and a summary of their background and experience is set forth below.

Tom Nelson, CFA, CAIA (Senior Vice President and Director of Portfolio Management, Multi-Asset Solutions of Franklin Advisers), is a member of the Investment Strategy and Research Committee (“ISRC”). Mr. Nelson is portfolio manager for a number of funds offered for sale in various jurisdictions. He is lead portfolio manager for number of Franklin strategies. Mr. Nelson joined Franklin Templeton Investments in 2007 and co-founded the firm’s quantitative research services group upon joining the company. He moved to Multi-Asset Solutions of Franklin Advisers in 2009. Prior to working at Franklin Templeton, Mr. Nelson worked for Bloomberg LP from 1991 to 2007, where he was most recently manager of the Americas market specialist teams. Mr. Nelson holds a B.S. in accounting from the University of Delaware. He is a Chartered Financial Analyst (“CFA”) Charterholder and a Chartered Alternative Investment Analyst (“CAIA”) charterholder. He is a member of the CFA Institute, the New York Society of Security Analysts and the Chartered Alternative Investment Analyst Association.

Wylie Tollette, CFA, CPA (Executive Vice President and Head of Client Investment Solutions, Multi-Asset Solutions of Franklin Advisers), oversees client investment solution development for Franklin’s multi-asset platform. Mr. Tollette and his team partner closely with the company’s global distribution groups on all multi-asset solutions opportunities across a broad range of clients. Prior to rejoining Franklin Templeton, Mr. Tollette served as chief operating investment officer at CalPERS, the largest defined benefit public pension fund in the U.S. There, he helped lead initiatives focused on enhancing the portfolio and investment decision-making process, engaged the CalPERS Board and various constituents, and helped redesign the asset allocation and investment strategy committee. Mr. Tollette was also responsible for the investment performance and risk analytics, investment policy, investment manager engagement, operations, compliance, and business planning areas. Prior to his time at CalPERS, Mr. Tollette worked at Franklin Templeton for almost 20 years, including as head of the Performance Analytics and Investment Risk Group, which was responsible for collaboratively defining, measuring, and managing investment risk and performance across all Franklin Templeton products and clients. Mr. Tollette received a B.S. from the University of California, Davis and received his Master of Science in finance from the University of London. He is a Chartered Financial Analyst (“CFA”) charterholder and is a member of the CFA Association of Sacramento and San Francisco. He has served on a number of the CFA Institute’s committees, including the GIPS^® Technical committee. He also holds a CPA designation and is a member of the American Institute of Certified Public Accountants.

May Tong, CFA (Senior Vice President and Portfolio Manager, Multi-Asset Solutions of Franklin Advisers) has portfolio management responsibilities for U.S.-based funds and strategies. Ms. Tong joined Franklin Templeton Investments in June 2018 with 17 years of industry experience. Prior to that, Ms. Tong was portfolio manager and head of portfolio implementation and management for Voya Investment Management’s Multi-Asset Strategies and Solutions Team. In that role, she was responsible for target-date, target-risk, 529 plans, multi-manager, retirement income, and portable alpha strategies. Previously, she was a trader/portfolio manager for index and quantitative funds with Merrill Lynch Investment Manager’s Quantitative Advisors group before its merger with BlackRock. Ms. Tong holds a B.S. in accounting and finance from Boston College, and an M.B.A. from Columbia University. She is a Chartered Financial Analyst (“CFA”) charterholder.

Edward D. Perks, CFA (Executive Vice President and Chief Investment Officer, Multi-Asset Solutions of Franklin Advisers) has been a manager of the Fund since its inception. Effective May 1, 2017, Mr. Perks was appointed as Chief Investment Officer of the Multi-Asset Solutions Group. Mr. Perks was a senior vice president and director of Portfolio Management from October 2012 to September 2014. He is lead portfolio manager for Franklin Income Fund and related portfolios, as well as Franklin Balanced Fund. Mr. Perks joined Franklin Templeton Investments in 1992. His prior responsibilities have included equity research across a wide range of industries and lead portfolio manager of convertible securities. He became portfolio manager of Franklin Income Fund in 2002 and Franklin Balanced Fund in 2006. Mr. Perks holds a B.A. in economics and political science from Yale University. He is a Chartered Financial Analyst (“CFA”) Charterholder, a member of the CFA Institute, and the Security Analysts of San Francisco (“SASF”).

Other Investment Companies Sub-Advised by Franklin

The following table sets forth the size and rate of compensation for other funds advised by Franklin having similar investment objectives as those of the Fund.

Similar Mandate	Assets Under Management as of September 30, 2018	Rate of Compensation
Franklin Growth Allocation Fund	$1.3346 billion	0.25%^{, *}
* The fees indicated are advisory fees and not sub-advisory fees for the fund. The total reflects only the fund's investment management fees and does not include shareholder service, custodial, accounting, legal and audit fees; costs of preparing prospectuses and shareholder reports, registration fees and expenses, proxy and annual meeting expenses or director/trustee fees and expenses.
** Franklin has contractually agreed to waive or assume certain fees and expenses so that total annual fund operating expenses (excluding Rule 12b-1 fees, acquired fund fees and expenses and certain non-routine expenses) for each class of the fund do not exceed 0.40% until April 30, 2019.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 3.

SUMMARY OF PROPOSAL 4

PROPOSAL 4: To approve a proposed amendment to the amended and restated administration agreement between jnam and the trust, on behalf of the fund.

Overview and Introduction

At the Board Meeting, the Board, including the Independent Trustees, of the Fund voted to approve an amendment (“Amendment”) to the Administration Agreement. In connection with the Strategy Changes described earlier in this proxy statement, the Fund will convert from a fund-of-funds to an actively managed fund effective on or about the Effective Date. As also described earlier in this proxy statement, the change to an actively managed structure will result in changes to the administrative services to be provided the Fund and the corresponding administrative fee to be paid by the Fund.

Information Regarding the Administration Agreement with JNAM

JNAM serves as the administrator to the Fund. JNAM, in its capacity as administrator, provides or procures, at its own expense, certain legal, audit, fund accounting, custody (except overdraft and interest expense), printing and mailing, and other administrative services necessary for the operation of the funds of the Trust. In addition, JNAM, in its capacity as administrator, also pays a portion of the costs of the Trust’s Chief Compliance Officer. In return for these services, each fund pays JNAM an administrative fee equal to a certain percentage of the fund’s average daily net assets, accrued daily and paid monthly.

Each fund is responsible for trading expenses including brokerage commissions, interest and taxes, and other non-operating expenses. Each fund is also responsible for nonrecurring and extraordinary legal fees, interest expenses, registration fees, licensing costs, a portion of the Chief Compliance Officer costs, directors and officers insurance, the fees and expenses of the disinterested Trustees, and of independent legal counsel to the Independent Trustees.

At the Board Meeting, the Board, including the Independent Trustees, voted to approve the Amendment to the Administration Agreement, subject to Shareholder approval. This description of the Administration Agreement is qualified by the Administration Agreement, attached as Appendix D.

There are no material changes to the Administration Agreement resulting from the changes described in this proxy statement, other than the fee change described below.

Material Terms of the Amendment to the Administration Agreement

The Amendment will change the administrative fee payable by the Fund to JNAM, as its administrator. In all material respects, the Amendment does not modify the material terms of the Administration Agreement, and (other than with respect to the specified fee rate for the Fund) the same terms will apply to the Fund as currently apply to the Fund under the Administration Agreement. If Shareholders approve the Proposal, the term of the Amendment will commence on or about the Effective Date. The Amendment and the Administration Agreement, as amended, are attached to this proxy statement as Appendix D.

Under the Amendment, JNAM would provide administrative services to the Fund that are consistent with administrative services provided to other actively managed funds in the Trust. The fee structure outlined below and in the Amendment will therefore bring the Fund more in line with other actively managed funds in the Trust.

Currently, the Fund pays JNAM an administrative fee equal to a percentage of its average daily net assets based on the below schedule.

JNL/Franklin Templeton Founding Strategy Fund
*Current Administrative Fee Rates*
Net Assets	Rate
$0 to $3 billion	0.050%
Over $3 billion	0.045%

Pending Shareholder approval, the Fund will pay JNAM an administrative fee equal to a percentage of its average daily net assets based on the below schedule.

JNL/Franklin Templeton Growth Allocation Fund
*Proposed Administrative Fee Rates*
Net Assets	Rate
$0 to $3 billion	0.15%
Over $3 billion	0.13%

The following table sets forth the aggregate amount of administrative fees paid to JNAM by the Fund, for the year ended December 31, 2018. Assuming the Amendment to the Administration Agreement was in place for the year ended December 31, 2018, the pro forma administrative fees would have been higher, as shown below.

[to be provided]

Actual Aggregate Fees for Year ended December 31, 2018*	Pro Forma Aggregate Fees for Year Ended December 31, 2018*	Difference Between the Actual Aggregate Fees and Pro Forma Aggregate Fees for Year Ended December 31, 2018 (%)*
$[______]	$[______]	[______]%
*These figures do not reflect the expenses of the Variable Contracts or the separate account through which a shareholder indirectly invests in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

The Trustees believe that the proposed fee schedule is fair for the services to be provided by JNAM as administrator to the Fund. If this Proposal is approved by Shareholders, the Amendment will become effective on or about the Effective Date.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” APPROVAL OF PROPOSAL 4.

COMPARATIVE FEE AND EXPENSE TABLES

Although the advisory and administrative fees of the Fund are proposed to be increased and a new sub-advisory fee structure is proposed to be implemented, as discussed above, there will be no resulting increase to the Fund’s total annual operating expenses or expense examples.

Fee Tables

The following tables show the fees and expenses of the Fund and the estimated pro forma fees and expenses of shares of the Fund after giving effect to the Proposals discussed in this proxy statement. Fees and expenses for the Fund are based on those incurred for the fiscal year ended [December 31, 2018]. The pro forma fees and expenses of the Fund shares assume that the Proposals had been in effect for the year ended December 31, 2018. The tables below do not reflect any fees and expenses related to the Variable Contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, which would increase overall fees and expenses. Please refer to your Variable Contract prospectus for a description of those fees and expenses.

JNL/Franklin Templeton Founding Strategy Fund

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class I
Management Fee	0.00%	0.00%
Distribution and/or Service (12b-1) Fees	0.30%	0.00%
Other Expenses¹	0.05%	0.05%
Acquired Fund Fees and Expenses²	0.69%	0.69%
Total Annual Fund Operating Expenses	1.04%	0.74%
¹“Other Expenses” include an Administrative Fee of 0.05%, which is payable to JNAM.
²Acquired Fund Fees and Expenses are the indirect expenses of investing in other investment companies.

JNL/Franklin Templeton Growth Allocation Fund

Pro Forma Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class I
Management Fee	0.54%	0.54%
Distribution and/or Service (12b-1) Fees	0.30%	0.00%
Other Expenses¹	0.15%	0.15%
Total Annual Fund Operating Expenses	0.99%	0.69%
¹“Other Expenses” include an Administrative Fee of 0.15%, which is payable to JNAM.

Expense Examples

This example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. This example does not reflect fees and expenses related to the Variable Contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The example assumes that:

You invest $10,000 in the Fund for the time periods indicated;
Your investment has a 5% annual return;
The Fund’s operating expenses remain the same as they were as of [December 31, 2018]; and
You redeem your investment at the end of each time period.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

JNL/Franklin Templeton Founding Strategy Fund	1 Year	3 Years	5 Years	10 Years
Class A	$106	$331	$574	$1,271
Pro Forma Class A (assuming expected operating expenses if the Proposals are approved)	$101	$317	$549	$1,218
Class I	$76	$237	$411	$918
Pro Forma Class I (assuming expected operating expenses if the Proposals are approved)	$71	$222	$387	$864

BROKERAGE COMMISSIONS AND FUND TRANSACTIONS

With respect to portfolio security transactions, JNAM and Franklin would attempt to achieve best execution and have complete freedom as to the markets in and the broker/dealers through which they seek this result. JNAM and Franklin would be authorized, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, when placing portfolio transactions for the Fund with a broker to pay a brokerage commission (to the extent applicable) in excess of that which another broker might have charged for effecting the same transaction on account of the receipt of research, market or statistical information. The term “research, market or statistical information” may include (a) advice as to (i) the value of securities, (ii) the advisability of investing in, purchasing or selling securities, and (iii) the availability of securities or purchasers or sellers of securities and (b) furnishing analysis and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Higher commissions are authorized to be paid to firms that provide research services to the extent permitted by law. JNAM and Franklin would be able to use this research information in managing the Fund’s assets, as well as the assets of other clients. However, Franklin currently does not plan to use soft dollars, engage in directed brokerage or engage in cross trades with client accounts it manages in connection with the Fund’s securities transactions.

Any portfolio transaction for the Fund may be executed through brokers that are affiliated with the Fund, other funds of the Trust, JNAM, and/or a sub-adviser, if, in the sub-adviser’s judgment, the use of such affiliated brokers is likely to result in price and execution at least as favorable as those of other qualified brokers, and if, in the transaction, the affiliated broker charges the Fund a commission rate consistent with those charged by the affiliated broker to comparable unaffiliated customers in similar transactions. All transactions with affiliated brokers will comply with Rule 17e-1 under the 1940 Act.

[During the fiscal year ended December 31, 2018, the Fund paid no commissions to any affiliated broker.]

During the fiscal year ended December 31, 2018, the Fund paid $[_____] [to be provided] in 12b-1 fees to JNAM and/or its affiliated persons. It is expected that the services under the Amended and Restated Distribution Plan for the Trust, on behalf of the Fund, will continue after the Proposals discussed herein become effective.

Board of Trustees’ Evaluation

The Board oversees the management of the Trust and the Fund and, as required by law, determines whether to approve the Advisory Agreement with JNAM and the Franklin Sub-Advisory Agreement (collectively with the Advisory Agreement, the “Agreements”).

At the Board Meeting, the Board, including all of the Independent Trustees, considered information relating to the appointment of Franklin as sub-adviser to the Fund (to be renamed the JNL/Franklin Templeton Growth Allocation Fund) and a corresponding amendment to the Trust’s existing Franklin Sub-Advisory Agreement. The Board also considered an amendment to the Advisory Agreement that would increase the Fund's advisory fee in connection with the Fund's other proposed changes.

In advance of the meeting, independent legal counsel for the Independent Trustees requested that certain information be provided to the Board relating to the Agreements. The Board received, and had the opportunity to review, this and other materials, ask questions and request further information in connection with its consideration of the Agreements. With respect to its approval of the Amendment to the Franklin Sub-Advisory Agreement, the Board noted that the Sub-Advisory Agreement was with a sub-adviser that already provides services to another series of the Trust. Thus, with respect to Franklin, the Board also considered relevant information provided at previous Board meetings. At the conclusion of the Board’s discussions, the Board approved the Agreements.

In reviewing the Agreements and considering the information, the Board was advised by outside independent legal counsel. The Board considered the factors it deemed relevant, as applicable, including: (1) the nature, quality and extent of the services to be provided; (2) the investment performance of the Fund; (3) cost of services of the Fund; (4) profitability data; (5) whether economies of scale may be realized and shared, in some measure, with investors as the Fund grows; and (6) other benefits that may accrue to JNAM or Franklin through its relationship with the Trust. In its deliberations, the Board, in exercising its business judgment did not identify any single factor that alone was responsible for the Board’s decision to approve the Agreements.

Before approving the Agreements, the Independent Trustees met in executive session with their independent legal counsel to consider the materials provided by JNAM and Franklin and to consider the terms of the Agreements. Based on its evaluation of those materials and the information the Board received throughout the year at its regular meetings, the Board, including the interested and Independent Trustees, concluded that the Agreements are in the best interests of the shareholders of the Fund. In reaching its conclusions, the Board considered numerous factors, including the following:

Nature, Quality and Extent of Services

The Board examined the nature, quality and extent of the services provided by JNAM and to be provided by Franklin.

The Board considered the services provided by JNAM, including but not limited to the oversight of Franklin pursuant to the Trust’s “Manager of Managers” exemption, as well as the provision of recordkeeping and compliance services to the Fund. The Board also took into account that JNAM would monitor the performance of the various organizations that would provide services to the Fund, including the Fund’s distributor and custodian. With respect to JNAM’s oversight of Franklin, the Board noted that JNAM would be responsible for screening and recommending new sub-advisers when appropriate, as well as monitoring and reporting to the Board on a regular basis as to the performance and operations of Franklin.

The Board also considered the investment sub-advisory services to be provided by Franklin. The Board noted JNAM’s evaluation of Franklin, as well as JNAM’s recommendations, based on its review of Franklin, in connection with its approval of the Franklin Sub-Advisory Agreement. The Board also considered the various business-related risks JNAM faces as a result of managing the series of the Trust, including entrepreneurial, legal and litigation risks, some of which may be significant.

The Board reviewed the qualifications, backgrounds, and responsibilities of JNAM’s senior management that would be responsible for oversight of the Fund and Franklin, and also reviewed the qualifications, backgrounds, and responsibilities of the Sub-Adviser’s portfolio managers, who would be responsible for the day-to-day management of the Fund. The Board reviewed information pertaining to JNAM’s and Franklin’s organizational structure, senior management, financial condition, investment operations, and other relevant information pertaining to both JNAM and Franklin. The Board considered compliance reports about JNAM and Franklin from the Trust’s Chief Compliance Officer.

Based on the foregoing, the Board concluded that (i) the Fund is likely to benefit from the nature, extent and quality of the services provided by JNAM under the Advisory Agreement and (ii) the Fund is likely to benefit from the nature, extent and quality of the services to be provided by Franklin under the Franklin Sub-Advisory Agreement.

Investment Performance of the Fund

JNL/Franklin Templeton Founding Strategy Fund (to be renamed the JNL/Franklin Templeton Growth Allocation Fund). The Board reviewed the performance of Franklin's investment mandate with a similar investment strategy and composite performance compared to the Fund and the Fund's benchmark, proposed new benchmarks, and peer group. The Board concluded that it would be in the best interests of the Fund and its shareholders to approve the Agreements.

Costs of Services

The Board reviewed the fees to be paid to JNAM and Franklin. The Board reviewed fee and expense information as compared to that of comparable funds managed by other advisers, as well as fees charged by Franklin to similar clients. The Board also noted that JNAM does not manage any institutional accounts with which the Fund’s fees could be compared. Using information provided by an independent data service, the Board evaluated the Fund’s net advisory fees compared to the average advisory fees for other funds similar in size, character and investment strategy (the “peer group”). While the Board also considered the Fund’s sub-advisory fee and compared that to the average sub-advisory fee of the peer group, the Board noted that the Fund’s sub-advisory fee would be paid by JNAM (not the Fund) and, therefore, would be neither a direct shareholder expense nor a direct influence on the Fund’s total expense ratio.

JNL/Franklin Templeton Founding Strategy Fund (to be renamed the JNL/Franklin Templeton Growth Allocation Fund). The Board noted that the appointment of the Fund’s sub-adviser is being proposed in conjunction with various investment strategy and fee changes to this Fund, including a change from a fund-of-funds structure to an actively managed fund structure. In this regard, the Board considered the proposed sub-advisory fee, noting that the Fund does not currently have a sub-advisory fee and that the proposed sub-advisory fee is lower than the peer group average. It further noted that the proposed advisory fee is higher than the current advisory fee but that the proposed total expense ratio is lower than the current total expense ratio. It also noted that the proposed advisory fee is lower and the proposed total expense ratio is higher than the respective peer group averages. The Board also considered that, in connection with the changes to this Fund, the Fund’s proposed total expense ratio is approximately 5 basis points lower than the current total expense ratio. The Board concluded that the advisory and sub-advisory fees are in the best interests of the Fund and its shareholders in light of the services to be provided.

Economies of Scale

The Board considered whether the Fund’s proposed fees reflect the potential for economies of scale for the benefit of Fund shareholders. Based on information provided by JNAM and Franklin, the Board noted that the advisory and sub-advisory fee arrangement for the Fund contains breakpoints that decrease the fee rate as assets increase.

The Board considered that Franklin has agreed to a breakpoint in the sub-advisory fee rate. The Board noted that the sub-advisory fee for each Fund is paid by JNAM (not the Fund). It is further noted that the existing sub-advisory fee relationship discount agreement between JNAM and Franklin would decrease the fee rates as Fund assets increase in the future.

The Board concluded that the fees in some measure share economies of scale with shareholders.

Other Benefits to JNAM and Franklin

In evaluating the benefits that may accrue to JNAM through its relationship with the Fund, the Board noted that JNAM and certain of its affiliates serve the Fund in various capacities, including as adviser, administrator, transfer agent, and distributor, and receive compensation from the Fund in connection with providing services to the Fund. The Board noted that each service provided to the Fund by JNAM or one of its affiliates is pursuant to a written agreement, which the Board evaluates periodically as required by law. The Board also noted that Franklin may from time to time pay for portions of meetings organized by the Fund’s distributor to educate wholesalers about the funds that Franklin manages. The Board considered JNAM’s assertion that those meetings do not yield a profit to the distributor, that a sub-adviser is not required to participate in the meetings and that recommendations to hire or fire sub-advisers are not influenced by the sub-adviser’s willingness to participate in the meetings. Lastly, the Board noted that certain affiliates of JNAM may receive benefits under the federal income tax laws with respect to tax deductions and credits.

In evaluating the benefits that may accrue to Franklin through its relationship with the Funds, the Board noted that Franklin may receive indirect benefits in the form of soft dollar arrangements for portfolio securities trades placed with the Fund’s assets and may also develop additional investment advisory business with JNAM, the Fund or other clients of Franklin as a result of its relationship with the Fund.

OTHER MATTERS

JNAM, the investment adviser to the Trust, is located at 225 West Wacker Drive, Chicago, Illinois 60606. JNAM also serves as the Trust’s Administrator. Jackson National Life Distributors LLC (“JNLD”), an affiliate of the JNAM and the Trust, is principal underwriter for the Trust, including the Fund, and a wholly owned subsidiary of Jackson. JNLD is located at 300 Innovation Drive, Franklin, Tennessee 37067. JNLD also is the principal underwriter of the variable annuity insurance products issued by Jackson National and its subsidiaries.

OUTSTANDING SHARES

The Trustees have fixed the close of business on January 25, 2019, as the Record Date for the determination of the Shareholders entitled to vote at the Meeting. Shareholders on the Record Date will be entitled to one vote for each full share held and to a proportionate fractional vote for each fractional share. As of the Record Date, there were issued and outstanding the following number of Fund shares:

Fund

Shares Outstanding

JNL/Franklin Templeton Founding Strategy Fund (Class A)

[to be provided]

JNL/Franklin Templeton Founding Strategy Fund (Class I)

[to be provided]

As of [January 25, 2019], the officers and Trustees of the Trust, as a group, owned less than 1% of the outstanding shares of the Fund.

Because shares in the Trust are sold only to Jackson National, Jackson NY, certain Funds of the Trust, and certain investment companies managed by affiliates of JNAM organized as Fund of Funds, Jackson National, through its separate accounts which hold shares in the Trust as funding vehicles for variable insurance contracts and certain retirement plans, is the owner of record of substantially all of the shares of the Trust. In addition, Jackson National, through its general account, is the beneficial owner of shares in certain of the funds, in some cases representing the initial capital contributed at the inception of a fund, and in other cases representing investments made for other corporate purposes. As may be required by applicable law and interpretations of the staff of the SEC, Jackson National and Jackson NY will solicit voting instructions from owners of Variable Contracts regarding matters submitted to Shareholder vote and will vote the shares held by its separate accounts in accordance with the voting instructions received from Contract Owners to whose contracts such shares are attributable. This is sometimes referred to as “pass through” voting. Further, those shares which are owned by Jackson National through its general account, and shares held in the separate accounts for which no voting instructions are received from Contract Owners, also will be voted in the same proportions as those shares for which voting instructions are received from Contract Owners. This is sometimes referred to as “echo” voting.

As of the Record Date, [January 25, 2019], the following persons owned 5% or more of the shares of the Fund either beneficially or of record:

JNL/Franklin Templeton Founding Strategy Fund – Class A Shares

Contract Owner’s Name/Address

Percent Ownership of

Shares of the Fund

[to be provided]

JNL/Franklin Templeton Founding Strategy Fund – Class I Shares

Contract Owner’s Name/Address

Percent Ownership of

Shares of the Fund

[to be provided]

Contract Owners may be deemed to have an indirect beneficial interest in the Fund shares owned by the separate accounts. As noted above, Contract Owners have the right to give instructions to the insurance company Shareholders as to how to vote the Fund shares attributable to their Variable Contracts. As of [January 25, 2019], no persons may be deemed to have an indirect beneficial interest totaling more than 25% of the voting securities of the Fund.

CONTINGENCY PLAN

If the Proposals are not approved by Shareholders of the Fund, Franklin will not be appointed as the sub-adviser to the Fund and the changes described in the Proposals under the “Summary of the Proposals” section will not become effective. Further, if the Proposals are not approved, the Fund will continue to operate as it currently does. In that case, the Board will consider what, if any, course of action should be taken. While the Board has made no determination regarding this contingency, it is possible that the Board would determine to re-solicit the Shareholders of the Fund to approve the Proposals.

OTHER BUSINESS

The Trustees do not intend to present and do not have reason to believe that others will present any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.

The Trust does not hold regular meetings of Shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of Shareholders should send their written proposals to the Secretary of the Trust at the address set forth on the first page of this proxy statement.

Proposals must be received a reasonable time prior to the date of a meeting of Shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent meeting of Shareholders will vote in their discretion with respect to proposals submitted on an untimely basis.

SOLICITATION OF PROXIES AND CONTRACT OWNER VOTING INSTRUCTIONS

In addition to the mailing of these proxy materials, voting instructions may be solicited by letter, telephone, or personal contact by officers or employees of the Trust, JNAM, or Jackson National.

JNAM, as the Trust’s Administrator, has retained the services of Computershare Fund Services (“Computershare”), 2950 Express Drive South, Suite 210, Islandia, New York 11749, to assist in the solicitation of voting instructions. The anticipated cost of the services to be provided by Computershare in connection with this proxy solicitation is approximately $98,863.

The costs of the printing and mailing of the Notice, this Proxy Statement, and the accompanying voting instruction card, and the solicitation of Contract Owner voting instructions, will be paid by JNAM. The Trust is not expected to bear any significant expenses in connection with the Meeting or the solicitation of proxies and voting instructions.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTIONS FORM IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.



	Mark D. Nerud
	Trustee, President, and Chief Executive Officer

	Dated: February 14, 2019 Lansing, Michigan

APPENDIX A

Summary Prospectus – ~~August 13, 2018~~April 29, 2019

JNL/Franklin Templeton Growth Allocation ~~Founding Strategy~~ Fund

(formerly, the JNL/Franklin Templeton Founding Strategy Fund)

Class A

Class I

Investment Objective. The investment objective of the Fund is long-term total return that is consistent with an acceptable level of risk ~~capital appreciation~~.

Expenses. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

The expenses do not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included.

Shareholder Fees
(fees paid directly from your investment)
Not Applicable

Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
	Class A
Management Fee	0.54% ~~0.00%~~
Distribution and/or Service (12b-1) Fees	0.30%
Other Expenses¹	0.15% ~~0.05%~~
~~Acquired Fund Fees and Expenses²~~	~~0.69%~~
Total Annual Fund Operating Expenses²³	0.99% ~~1.04%~~

¹	"Other Expenses" include an Administrative Fee of 0.15%~~0.05%~~ which is payable to Jackson National Asset Management, LLC ("JNAM" or "Adviser").
²	Acquired Fund Fees and Expenses are the indirect expenses of investing in other investment companies. Accordingly, the expense ratio presented in the Financial Highlights section of the prospectus will not correlate to the Total Annual Fund Operating Expenses disclosed above.
²³	Expense information has been restated to reflect current fees.

Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
	Class I
Management Fee	0.54% ~~0.00%~~
Distribution and/or Service (12b-1) Fees	0.00%
Other Expenses¹	0.15% ~~0.05%~~
~~Acquired Fund Fees and Expenses²~~	~~0.69%~~
Total Annual Fund Operating Expenses²³	0.69% ~~0.74%~~

¹	"Other Expenses" include an Administrative Fee of 0.15%~~0.05%~~ which is payable to Jackson National Asset Management, LLC ("JNAM" or "Adviser").
²	Acquired Fund Fees and Expenses are the indirect expenses of investing in other investment companies. Accordingly, the expense ratio presented in the Financial Highlights section of the prospectus will not correlate to the Total Annual Fund Operating Expenses disclosed above.
²³	Expense information has been restated to reflect current fees.

Expense Example. This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Also, this example does not reflect the expenses of the variable insurance contracts or the separate account through which you indirectly invest in the Fund, whichever may be applicable, and the total expenses would be higher if they were included. The table below shows the expenses you would pay on a $10,000 investment, assuming (1) 5% annual return; (2) redemption at the end of each time period; and (3) that the Fund operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

A-1

JNL/Franklin Templeton ~~Founding Strategy~~ Growth Allocation Fund Class A

1 year

3 years

5 years

10 years

$101

$~~106~~

$317

~~$331~~

$549

~~$574~~

$1,218

~~$1,271~~

JNL/Franklin Templeton ~~Founding Strategy~~ Growth Allocation Fund Class I

1 year

3 years

5 years

10 years

$71

~~$76~~

$222

~~$237~~

$387

~~$411~~

$864

~~$918~~

Portfolio Turnover (% of average value of portfolio). The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Fund Operating Expenses or in the Expense Example above, affect the Fund’s performance.

Period

1/1/2018 - 12/31/2018

~~1/1/2017 - 12/31/2017~~

[ ]

~~104~~

* This portfolio turnover rate is for the JNL/Franklin Templeton Founding Strategy Fund.

Principal Investment Strategies. The Fund has significant flexibility to invest in a broad range of equity, fixed income, and alternative asset classes in the U.S. and other markets throughout the world, both developed and emerging.

Under normal market conditions, Franklin Advisers, Inc., the Fund’s sub-adviser (the “Sub-Adviser”), uses a flexible allocation approach when allocating the Fund’s assets among the broad asset classes of equity and fixed-income investments.

When selecting equity investments, the Sub-Adviser considers foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value).

When selecting fixed-income investments, the Sub-Adviser focuses primarily on maximizing income, appropriate to the Fund’s risk profile and considers the duration and maturity of its investments. The Fund may also invest in fixed income securities of any credit rating, including below investment grade or “junk” bonds.

As part of these equity and fixed-income investments, the Sub-Adviser may invest up to 10% of the Fund’s assets in mutual funds or exchange-traded funds (“ETFs”), including those advised by the Sub-Adviser or its affiliates. Such mutual funds or ETFs may invest in a variety of U.S. and foreign equity and fixed income securities of any rating that may employ a growth or value investment style.

The Fund may also invest in derivative instruments.

~~The Fund seeks to achieve its objective by making allocations (approximately 33 1/3%) of its assets and cash flows among the following three Funds (“Underlying Funds”):~~

●

~~JNL/Franklin Templeton Global Fund;~~

●

~~JNL/Franklin Templeton Income Fund; and~~

●

~~JNL/Franklin Templeton Mutual Shares Fund.~~

A-2

~~These Underlying Funds invest primarily in U.S. and foreign equity securities, and, to a lesser extent, fixed-income and money market securities.~~

~~The investment policies of the Underlying Funds are further described elsewhere in this Prospectus.~~

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Fund include: An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The principal risks associated with investing in the Underlying Funds include:

●

~~Accounting risk~~ – The Fund bases investment selections, in part, on information drawn from the financial statements of issuers. Financial statements may not be accurate, may reflect differing approaches with respect to auditing and reporting standards and may affect the ability of the Fund’s investment manager to identify appropriate investment opportunities.

●

~~Company risk~~ ~~– Investments in U.S. and/or foreign-traded equity securities may fluctuate more than the values of other types of securities in response to changes in a particular company’s financial condition.~~

●

Allocation risk – The Fund’s ability to achieve its investment objective depends upon the investment manager’s analysis of such factors as macroeconomic trends, outlooks for various industries and asset class valuations, and its ability to select an appropriate mix of asset classes based on its analysis of such factors. The Fund is subject to the risk of changes in market, investment, and economic conditions in the selection and percentages of allocations.

●

Equity securities risk – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by an Underlying Fund could decline if the financial condition of the companies an Underlying Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

A-3

●

Exchange-traded funds investing risk – An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount to its net asset value; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF may no longer meet the listing requirements of any applicable exchanges on which that ETF is listed. When the Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETF’s fees and expenses as well as their share of the Fund’s fees and expenses.

●

Fixed-income risk – The price of fixed-income securities responds to economic developments, particularly interest rate changes, as well as to perceptions about the credit risk of individual issuers. Rising interest rates generally will cause the price of bonds and other fixed-income debt securities to fall. Falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the Fund having to reinvest the proceeds in lower yielding securities. Bonds and other fixed-income debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a fixed-income security will fail to make timely payments of principal or interest and the security will go into default.

●

Foreign securities risk – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position.

●

Emerging markets and less developed countries risk – Emerging market and less developed countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. Investments in, or exposure to, securities that are tied economically to emerging market and less developed countries are subject to all of the risks of investments in, or exposure to, foreign securities, generally to a greater extent than in developed markets, among other risks. Investments in securities that are tied economically to emerging markets involve greater risk from economic and political systems that typically are less developed, and likely to be less stable, than those in more advanced countries. The Fund also will be subject to the risk of adverse foreign currency rate fluctuations. Emerging market and less developed countries may also have economies that are predominantly based on only a few industries or dependent on revenues from particular commodities. The risks of nationalization, expropriation or other confiscation of assets of non-U.S. issuers is also greater in emerging and less developed countries. As a result of these risks, investments in securities tied economically to emerging markets tend to be more volatile than investments in securities of developed countries.

●

Investment style risk – The returns from a certain investment style may be lower than the returns from the overall stock market. Value stocks may not increase in price if other investors fail to recognize the company’s value or the factors that are expected to increase the price of the security do not occur. Over market cycles, different investment styles may sometimes outperform other investment styles (for example, growth investing may outperform value investing).

●

Managed portfolio risk – As an actively managed portfolio, the value of the Fund’s investments could decline because the financial condition of an issuer may change (due to such factors as management performance, reduced demand or overall market changes), financial markets may fluctuate or overall prices may decline, or the Sub-Adviser's investment techniques could fail to achieve the Fund’s investment objective or negatively affect the Fund’s investment performance.

●

Market risk – Portfolio securities may decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, among others. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

●

Mid-capitalization and small-capitalization investing risk – The securities of mid-capitalization and small-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-capitalization and small-capitalization companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks become.

●

Credit risk – The price of a debt instrument can decline in response to changes in the financial condition of the issuer, borrower, guarantor, counterparty, or other entity responsible for payment. An Underlying Fund could lose money if the issuer or guarantor of a fixed-income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

●

Investment in other investment companies risk – As with other investments, investments in other investment companies are subject to market and selection risk. In addition, if the Fund acquires shares of investment companies, including ones affiliated with the Fund, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies in which the Fund invests. To the extent that shares of the Fund are held by an affiliated fund, the ability of the Fund itself to invest in other investment companies may be limited.

A-4

●

~~Derivatives risk~~ – Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject an Underlying Fund to counterparty risk.

●

~~Emerging markets and less developed countries risk~~ – Emerging market and less developed countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. Investments in, or exposure to, securities that are tied economically to emerging market and less developed countries are subject to all of the risks of investments in, or exposure to, foreign securities, generally to a greater extent than in developed markets, among other risks. Investments in securities that are tied economically to emerging markets involve greater risk from economic and political systems that typically are less developed, and likely to be less stable, than those in more advanced countries. The Fund also will be subject to the risk of adverse foreign currency rate fluctuations. Emerging market and less developed countries may also have economies that are predominantly based on only a few industries or dependent on revenues from particular commodities. The risks of nationalization, expropriation or other confiscation of assets of non-U.S. issuers is also greater in emerging and less developed countries. As a result of these risks, investments in securities tied economically to emerging markets tend to be more volatile than investments in securities of developed countries.

●

~~Equity securities risk~~ – Common and preferred stocks represent equity ownership in a company. Stock markets are volatile, and equity securities generally have greater price volatility than fixed-income securities. The price of equity or equity-related securities will fluctuate and can decline and reduce the value of a portfolio investing in equity or equity-related securities. The value of equity or equity-related securities purchased by an Underlying Fund could decline if the financial condition of the companies an Underlying Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

●

~~Financial services risk~~ – An investment in issuers in the financial services sector may be adversely affected by, among other things: (i) changes in the regulatory framework or interest rates that may negatively affect financial service businesses; (ii) exposure of a financial institution to a non-diversified or concentrated loan portfolio; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses (e.g., sub-prime loans); and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.

●

~~Fixed-income risk~~ – The price of fixed-income securities responds to economic developments, particularly interest rate changes, as well as to perceptions about the credit risk of individual issuers. Rising interest rates generally will cause the price of bonds and other fixed-income debt securities to fall. Falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the Fund having to reinvest the proceeds in lower yielding securities. Bonds and other fixed-income debt securities are subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a fixed-income security will fail to make timely payments of principal or interest and the security will go into default.

●

Foreign regulatory risk – The Adviser is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom and is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. Through its ownership structure, the Adviser has a number of global financial industry affiliates. As a result of this structure, and the asset management and financial industry business activities of the Adviser and its affiliates, the Adviser and the Fund may be prohibited or limited in effecting transactions in certain securities. Additionally, the Adviser and the Fund may encounter trading limitations or restrictions because of aggregation issues or other foreign regulatory requirements. Foreign regulators or foreign laws may impose position limits on securities held by the Fund, and the Fund may be limited as to which securities it may purchase or sell, as well as the timing of such purchases or sales. These foreign regulatory limits may increase the Fund’s expenses and may limit the Fund’s performance.

●

~~Foreign securities risk~~ – Investments in, or exposure to, foreign securities involve risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values, possible imposition of foreign withholding or other taxes on income payable on the securities, as well as adverse political, social and economic developments, such as political upheaval, acts of terrorism, financial troubles, or natural disasters. Many foreign securities markets, especially those in emerging market countries, are less stable, smaller, less liquid, and less regulated than U.S. securities markets, and the costs of trading in those markets is often higher than in U.S. securities markets. There may also be less publicly available information about issuers of foreign securities compared to issuers of U.S. securities. In addition, the economies of certain foreign markets may not compare favorably with the economy of the United States with respect to issues such as growth of gross national product, reinvestment of capital, resources and balance of payments position.

A-5

●

High-yield bonds, lower-rated bonds, and unrated securities risk – High-yield bonds, lower-rated bonds, and unrated securities are broadly referred to as “junk bonds,” and are considered below “investment-grade” by national ratings agencies. Junk bonds are subject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. As a result, an investment in junk bonds is considered speculative. High-yield bonds may be subject to liquidity risk, and the Fund may not be able to sell a high-yield bond at the price at which it is currently valued.

●

Interest rate risk – When interest rates increase, fixed-income securities generally will decline in value. Long-term fixed income securities normally have more price volatility than short-term fixed income securities. The value of certain equity investments, such as utilities and real estate-related securities, may also be sensitive to interest rate changes.

●

Derivatives risk – Investments in derivatives, which are financial instruments whose value depends on, or is derived from, the value of underlying assets, reference rates, or indices, can be highly volatile and may be subject to transaction costs and certain risks, such as unanticipated changes in securities prices and global currency investment. Derivatives also are subject to leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, interest rate or index. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Certain derivatives transactions may subject an Underlying Fund to counterparty risk.

●

~~Investment style risk~~ – The returns from a certain investment style may be lower than the returns from the overall stock market. Value stocks may not increase in price if other investors fail to recognize the company’s value or the factors that are expected to increase the price of the security do not occur. Over market cycles, different investment styles may sometimes outperform other investment styles (for example, growth investing may outperform value investing).

●

~~Passive investment risk~~ – The Fund is not actively managed and may be affected by a general decline in market segments related to the Index. The Fund invests in securities included in, or representative of, the Index, regardless of their investment merits. Therefore, the Fund would not necessarily sell a security unless that security is removed from the Index, even if that security generally is underperforming. Unlike with an actively managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than actively managed funds that realign their portfolios more frequently based on the real-time market trends.

●

~~Portfolio turnover risk~~ – Active trading, including investments made on a shorter-term basis or in derivative instruments or in instruments with a maturity of one year or less at the time of acquisition, may increase transaction costs, which may reduce performance.

●

~~Underlying funds risk~~ – The ability of the Fund to achieve its investment objective will depend in part upon the allocations of investments in the Underlying Funds and their ability to achieve their investment objectives.

Performance. The performance information shown provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns compared with those of broad-based securities market indices and a composite index which have investment characteristics similar to those of the Fund. Performance prior to April 29, 2019 reflects the Fund’s results when the Fund did not have a sub-adviser and operated as a fund-of-funds. Effective April 29, 2019, the Fund is sub-advised and no longer operates as a fund-of-funds. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

Effective April 29, 2019, for consistency with the Fund’s principal investment strategies, the Fund’s primary benchmark, Dow Jones Moderately Aggressive Index, was replaced with the Morningstar Moderately Aggressive Target Risk Index.

Effective April 29, 2019, for consistency with the Fund’s principal investment strategies, the Fund’s secondary benchmark, 80% MSCI All Country World Index (Net), 20% Bloomberg Barclays U.S. Aggregate Bond Index, was replaced with the 50% S&P 500 Index, 25% MSCI All Country World Index ex USA (Net), 25% Bloomberg Barclays U.S. Aggregate Bond Index. ~~Information for Class I shares is not shown because Class I shares commenced operations on September 25, 2017.~~

The returns shown in the bar chart and table do not include charges that will be imposed by variable insurance products. If these amounts were reflected, returns would be less than those shown.

A-6

Annual Total Returns as of December 31

Class A

[2018 bar chart to be included after 12/31/18]

Best Quarter (ended [ ]): [ ]%; Worst Quarter (ended [ ]): [ ]%

~~.....~~

~~Best Quarter (ended 6/30/2009):~~ ~~17.96%; Worst Quarter (ended 12/31/2008): -18.94%~~

Annual Total Returns as of December 31

Class I

[2018 bar chart to be included after 12/31/18]

Best Quarter (ended [ ]): [ ]%; Worst Quarter (ended [ ]): [ ]%

[2018 annual returns to be included after 12/31/18]

Average Annual Total Returns as of 12/31/2018
	1 year		5 year		10 year
JNL/Franklin Templeton Growth Allocation Fund (Class A)	[ ]	%	[ ]	%	[ ]	%
Morningstar Moderately Aggressive Target Risk Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
Dow Jones Moderately Aggressive Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
50% S&P 500 Index, 25% MSCI All Country World Index ex USA (Net), 25% Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
80% MSCI All Country World Index (Net), 20% Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
MSCI All Country World ex USA Index (Net) (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
MSCI All Country World Index (Net) (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
~~Average Annual Total Returns as of 12/31/2017~~
	~~1 year~~		~~5 year~~		~~10 year~~
~~JNL/Franklin Templeton Founding Strategy Fund (Class A)~~	~~11.76~~	%	~~8.64~~	%	~~4.74~~	%
~~Dow Jones Moderately Aggressive Index (reflects no deduction for fees, expenses, or taxes)~~	~~19.08~~	%	~~10.30~~	%	~~6.37~~	%
~~80% MSCI All Country World Index (Net), 20% Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)~~	~~19.62~~	%	~~9.10~~	%	~~4.76~~	%
~~MSCI All Country World Index (Net) (reflects no deduction for fees, expenses, or taxes)~~	~~23.97~~	%	~~0.80~~	%	~~4.65~~	%
~~Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)~~	~~3.54~~	%	~~[2.10~~	%	~~4.01~~	%

A-7

[2018 annual returns to be included after 12/31/18]

Average Annual Total Returns as of 12/31/2018
	1 year		5 year		10 year
JNL/Franklin Templeton Growth Allocation Fund (Class I)	[ ]	%	[ ]	%	[ ]	%
Morningstar Moderately Aggressive Target Risk Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
Dow Jones Moderately Aggressive Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
50% S&P 500 Index, 25% MSCI All Country World Index ex USA (Net), 25% Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
80% MSCI All Country World Index (Net), 20% Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
MSCI All Country World ex USA Index (Net) (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
MSCI All Country World Index (Net) (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	[ ]	%	[ ]	%	[ ]	%

Portfolio Management.

Investment Adviser to the Fund:
Jackson National Asset Management, LLC

Sub-Adviser:
Franklin Advisers, Inc. (“Franklin Advisers”)

Portfolio Managers:

Name:	Joined Fund Management Team In:	Title:
Tom Nelson, CFA, CAIA	April 2019	Senior Vice President, Franklin Advisers
Wylie Tollette, CFA, CPA	April 2019	Executive Vice President, Franklin Advisers
May Tong, CFA	April 2019	Senior Vice President, Franklin Advisers
Edward D. Perks, CFA	April 2019	Executive Vice President and Chief Investment Officer, Franklin Advisers
~~William Harding, CFA~~	~~November 2012~~	~~Senior Vice President, Chief Investment Officer and Portfolio Manager, JNAM~~
~~Sean Hynes, CFA, CAIA~~	~~April 2014~~	~~Assistant Vice President and Portfolio Manager, JNAM~~
~~Mark Pliska, CFA~~	~~April 2014~~	~~Portfolio Manager, JNAM~~

Purchase and Redemption of Fund Shares

Only separate accounts of Jackson National Life Insurance Company (“Jackson”) or Jackson National Life Insurance Company of New York (“Jackson NY”) and series, including fund of funds, of registered investment companies in which either or both of those insurance companies invest may purchase shares of the Fund. You may invest indirectly in the Fund through your purchase of a variable annuity or life insurance contract issued by a separate account of Jackson or Jackson NY that invests directly, or through a fund of funds, in this Fund. Any minimum initial or subsequent investment requirements and redemption procedures are governed by the applicable separate account through which you invest indirectly.

This Fund serves as an underlying investment by insurance companies, affiliated investment companies, and retirement plans for funding variable annuity and life insurance contracts and retirement plans.

A-8

Tax Information

The Fund expects to be treated as a partnership for U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders, which generally are the participating insurance companies investing in the Fund through separate accounts of Jackson or Jackson NY and mutual funds owned directly or indirectly by such separate accounts. You should consult the prospectus of the appropriate separate account or description of the plan for a discussion of the U.S. federal income tax consequences to you of your contract, policy, or plan.

Payments to Broker-Dealers and Financial Intermediaries

If you invest in the Fund under a variable insurance contract or a plan that offers a variable insurance contract as a plan option through a broker-dealer or other financial intermediary (such as a financial institution), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Website for more information.

A-9

Additional Information About Each Fund

JNL/Franklin Templeton ~~Founding Strategy~~ Growth Allocation Fund

(formerly, the JNL/Franklin Templeton Founding Strategy Fund)

Class A

Class I

Investment Objective. The investment objective of the Fund is long-term total return that is consistent with an acceptable level of risk ~~capital appreciation~~.

When selecting equity investments, the Sub-Adviser considers foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value).

As part of these equity and fixed-income investments, in addition to purchasing individual securities, the Sub-Adviser may invest up to 10% of the Fund’s assets in mutual funds or exchange-traded funds (ETFs), including those advised by the Sub-Adviser or its affiliates. Such mutual funds or ETFs may invest in a variety of U.S. and foreign equity and fixed income securities of any rating that may employ a growth or value investment style.

The Fund may also invest in derivative instruments.

When the Sub-Adviser believes market or economic conditions are unfavorable, the Sub-Adviser may invest up to 100% of the Fund’s assets in a temporary defensive manner by holding all or a substantial portion of its assets in cash, cash equivalents or other high quality short-term investments. Temporary defensive investments generally may include money market fund shares, money market instruments and short-term debt securities.

~~The Fund seeks to achieve its objective by making allocations (approximately 33 1/3%) of its assets and cash flows among the following three Underlying Funds:~~

●

~~JNL/Franklin Templeton Global Fund*;~~

●

~~JNL/Franklin Templeton Income Fund*; and~~

●

~~JNL/Franklin Templeton Mutual Shares Fund*.~~

The JNL/Franklin Templeton Income Fund seeks to maximize income while maintaining prospects for capital appreciation by investing, under normal market conditions, in a diversified portfolio of debt and equity securities. The JNL/Franklin Templeton Income Fund may shift its investments from one asset class to another based on the analysis of Franklin Advisers, Inc. (in this paragraph, “Sub-Adviser”) as to the best opportunities for the JNL/Franklin Templeton Income Fund’s portfolio in a given market. The equity securities in which the JNL/Franklin Templeton Income Fund invests consist primarily of common stocks. Debt securities include all varieties of fixed, floating and variable rate instruments, including secured and unsecured bonds, bonds convertible into common stock, senior floating rate and term loans, mortgage-backed securities and other asset-backed securities, debentures, and shorter term instruments. The JNL/Franklin Templeton Income Fund seeks income by selecting investments such as corporate, foreign and U.S. Treasury bonds, as well as stocks with dividend yields the Sub-Adviser believes are attractive. The JNL/Franklin Templeton Income Fund may invest up to 100% of its total assets in debt securities that are rated below investment grade (also known as “junk bonds”), including a portion in defaulted securities. The JNL/Franklin Templeton Income Fund maintains the flexibility to invest in securities of companies from a variety of sectors, but from time to time, based on economic conditions, the Fund may have significant investments in particular sectors. The JNL/Franklin Templeton Income Fund may also invest up to 25% of its assets in foreign securities, either directly or through depositary receipts. The JNL/Franklin Templeton Income Fund may invest up to 15% of its net assets in equity-linked notes, which are hybrid derivative-type instruments that are specially designed to combine the characteristics of one or more reference securities (usually a single stock, a stock index or a basket of stocks (underlying securities)) and a related equity derivative, such as a put or call option, in a single note form.

A-10

The JNL/Franklin Templeton Mutual Shares Fund seeks capital appreciation, which may occasionally be short-term (which is capital appreciation return on an investment in less than 12 months), and secondarily, income. The JNL/Franklin Templeton Mutual Shares Fund primarily invests in equity securities (including securities convertible into, or that Franklin Mutual Advisers, LLC (in this paragraph, “Sub-Adviser”) expects to be exchanged for, common or preferred stock) of U.S. and foreign companies that the Sub-Adviser believes are available at market prices less than their value based on certain recognized or objective criteria (intrinsic value). To a lesser extent, the JNL/Franklin Templeton Mutual Shares Fund also invests in merger arbitrage and the debt and equity of distressed companies. The JNL/Franklin Templeton Mutual Shares Fund may invest a significant portion (up to 35%) of its assets in foreign securities, which may include sovereign debt and participations in foreign government debt. The JNL/Franklin Templeton Mutual Shares Fund is not limited to pre-set maximums or minimums governing the size of the companies in which it may invest. However, the JNL/Franklin Templeton Mutual Shares Fund generally invests the equity portion of its portfolio primarily to predominantly in companies with market capitalizations greater than $5 billion, with a portion or significant amount in smaller companies which are generally companies with market capitalizations less than $5 billion. The JNL/Franklin Templeton Mutual Shares Fund regularly attempts to hedge (protect) against currency risks, largely using currency forward contracts and currency futures contracts (including currency index futures contracts) when, in the Sub-Adviser’s opinion, it would be advantageous to the JNL/Franklin Templeton Mutual Shares Fund to do so. The JNL/Franklin Templeton Mutual Shares Fund may also, from time to time, attempt to hedge against market risk using a variety of derivatives.

~~These Underlying Funds invest primarily in U.S. and foreign equity securities, and, to a lesser extent, fixed-income and money market securities.~~

* The Funds are referred to as the “Underlying Funds” and are also further described in this Prospectus.

Principal Risks of Investing in the Fund. An investment in the Fund is not guaranteed. As with any mutual fund, the value of the Fund’s shares will change, and you could lose money by investing in the Fund. The following descriptions of the principal risks do not provide any assurance either of the Fund’s investment in any particular type of security, or assurance of the Fund’s success in its investment selections, techniques and risk assessments. As a managed portfolio, the Fund may not achieve its investment objective for a variety of reasons including changes in the financial condition of issuers (due to such factors as management performance, reduced demand or overall market changes), fluctuations in the financial markets, declines in overall securities prices, or the Adviser's investment techniques otherwise failing to achieve the Fund’s investment objective. The principal risks of investing in the Fund include:

●

Allocation risk

●

Equity securities risk

●

Exchange-traded funds investing risk

●

Fixed-income risk

●

Foreign securities risk

●

Emerging markets and less developed countries risk

●

Investment style risk

●

Managed portfolio risk

●

Market risk

●

Mid-capitalization and small-capitalization investing risk

●

Credit risk

●

Investment in other investment companies risk

●

Foreign regulatory risk

●

High-yield bonds, lower-rated bonds, and unrated securities risk

●

Interest rate risk

●

Derivatives risk

●

~~Accounting risk~~

●

~~Company risk~~

●

~~Credit risk~~

●

~~Derivatives risk~~

●

~~Emerging markets and less developed countries risk~~

●

~~Equity securities risk~~

A-11

●

~~Financial services risk~~

●

~~Fixed-income risk~~

●

~~Foreign regulatory risk~~

●

~~Foreign securities risk~~

●

~~High-yield bonds, lower-rated bonds, and unrated securities risk~~

●

~~Investment style risk~~

●

~~Passive investment risk~~

●

~~Portfolio turnover risk~~

●

~~Underlying funds risk~~

Please see the “Glossary of Risks” section, which is set forth before the “Management of the Trust” section, for a description of these risks. There may be other risks that are not listed in this Prospectus that could cause the value of your investment in the Fund to decline and that could prevent the Fund from achieving its stated investment objective. This Prospectus does not describe all of the risks of every technique, investment strategy or temporary defensive position that the Fund may use. For additional information regarding the risks of investing in the Fund, please refer to the SAI.

Additional Information About the Other Investment Strategies, Other Investments and Risks of the Fund (Other than Principal Strategies/Risks). There may be additional risks that may affect the Fund’s ability to achieve its stated investment objective. Those additional risks are:

●

Company risk

●

Concentration risk

●

Counterparty risk

●

Currency risk

●

Cybersecurity risk

●

Expense risk

●

Investment strategy risk

●

Leverage risk

●

Liquidity risk

●

Settlement risk

●

Temporary defensive positions and large cash positions risk

●

~~Counterparty risk~~

●

~~Currency risk~~

●

~~Cybersecurity risk~~

●

~~Event driven and special situations risk~~

●

~~Expense risk~~

●

~~Interest rate risk~~

●

~~Investment strategy risk~~

●

~~Leverage risk~~

●

~~Liquidity risk~~

●

~~Market risk~~

●

~~Mid-capitalization investing risk~~

●

~~Redemption risk~~

●

~~Regulatory investment limits risk~~

●

~~Settlement risk~~

●

~~Small-capitalization investing risk~~

●

~~Temporary defensive positions and large cash positions risk~~

●

~~U.S. Government securities risk~~

Please see the “Glossary of Risks” section, which is set forth before the “Management of the Trust” section in this Prospectus, for a description of these risks.

In addition, the performance of the Fund depends on the Sub-Adviser's abilities to effectively implement the investment strategies of the Fund.

The SAI has more information about the Fund’s authorized investments and strategies, as well as the risks and restrictions that may apply to it.

~~Please see the “Glossary of Risks” section, which is set forth before the “Management of the Trust” section, for a description of these risks.~~

A-12

~~In addition, the performance of the Fund depends on the Underlying Funds' sub-advisers' abilities to effectively implement the investment strategies of the Underlying Funds.~~

~~The SAI has more information about the Fund's authorized investments and strategies, as well as the risks and restrictions that may apply to it.~~

The Sub-Adviser and Portfolio Management. The Sub-Adviser to the JNL/Franklin Templeton Growth Allocation Fund is Franklin Advisers, Inc. (“Franklin Advisers”), One Franklin Parkway, San Mateo, California 94403. Together, Franklin Advisers and its affiliates manage over $[ ] billion in assets as of December 31, 2018.

The portfolio managers of the Fund are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. They have equal authority over all aspects of the Fund’s investment portfolio, including, but not limited to, asset allocation, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated investment management requirements. The degree to which each portfolio manager may perform these functions, and the nature of these functions, may change from time to time.

The portfolio managers responsible for the Fund are:

Edward D. Perks, CFA (Executive Vice President and Chief Investment Officer, Multi-Asset Solutions of Franklin Advisers) has been a manager of the Fund since its inception. Effective May 1, 2017, Mr. Perks was appointed as Chief Investment Officer of the Multi-Asset Solutions Group. Mr. Perks was a senior vice president and director of Portfolio Management from October 2012 to September 2014. He is lead portfolio manager for Franklin Income Fund and related portfolios, as well as Franklin Balanced Fund. Mr. Perks joined Franklin Templeton Investments in 1992. His prior responsibilities have included equity research across a wide range of industries and lead portfolio manager of convertible securities. He became portfolio manager of Franklin Income Fund in 2002 and Franklin Balanced Fund in 2006. Mr. Perks holds a B.A. in economics and political science from Yale University. He is a Chartered Financial Analyst (“CFA”) charterholder, a member of the CFA Institute, and the Security Analysts of San Francisco (“SASF”).

The SAI provides additional information about a portfolio manager’s compensation, other accounts managed, and ownership of securities in the Fund.

A-13

A discussion regarding the Board of Trustees’ basis for approving the sub-advisory agreement will be available in the Fund’s Annual Report for the period ended December 31, 2018.

~~The Adviser, Sub-Advisers and Portfolio Management.~~ The allocations for the JNL/Franklin Templeton Founding Strategy Fund are made by JNAM. JNAM is located at 225 West Wacker Drive, Chicago, Illinois 60606. JNAM is the investment adviser to the Trust and other affiliated investment companies and provides the Trust and other affiliated investment companies with professional investment supervision and management. As of December 31, 2017, JNAM manages approximately $224 billion in assets. JNAM is an indirect wholly owned subsidiary of Prudential plc, a publicly traded company incorporated in the United Kingdom. Prudential plc is not affiliated in any manner with Prudential Financial Inc., a company whose principal place of business is in the United States of America. The Fund is managed by William Harding, Sean Hynes, and Mark Pliska, who are responsible for setting the allocations made to the Fund and application of the Fund's strategy.

William Harding, CFA, is Senior Vice President and Chief Investment Officer for JNAM since July 2014. Mr. Harding was a Vice President, Head of Investment Management from October 2012 to June 2014. Mr. Harding leads the Investment Management function responsible for oversight of sub-advisor performance and risk, due diligence and manager research. Mr. Harding was previously the Head of Manager Research for Morningstar Inc.’s Investment Management division and has over 20 years of investment experience including asset allocation, manager research, portfolio management, and performance evaluation. Mr. Harding graduated from the University of Colorado, Boulder with a Bachelor of Science degree in Business. He holds an MBA from Loyola University Chicago and he is a Chartered Financial Analyst.

Sean Hynes, CFA, CAIA, is Assistant Vice President, Investment Management for JNAM since April 2013. Mr. Hynes provides leadership for the performance analysis and due diligence review of external investment managers. He develops and maintains key relationships with asset managers and provides leadership and direction to Investment Management staff. Prior to joining JNAM, Mr. Hynes was an Investment Manager for Morningstar Investment Services, a wholly owned subsidiary of Morningstar Inc., and a research associate for Managers Investment Group. Mr. Hynes holds a Bachelor of Science degree in Mathematics from the University of Notre Dame, and an MBA from Carnegie Mellon University. He is a CFA and CAIA charterholder.

Mark Pliska, CFA, is a Portfolio Manager for JNAM. Mr. Pliska is responsible for manager research, portfolio construction, and asset allocation of Funds. Prior to joining JNAM in 2011, Mr. Pliska worked as an Investment Analyst for Plan Sponsor Advisors from 2008 to 2011, where he was responsible for the selection and monitoring of investment managers, client reporting, and asset allocation for defined contribution and defined benefit plans, and prior to that, Mr. Pliska was a Research Analyst for DWM Financial Group from 2006 to 2008. Mr. Pliska is a National Merit Scholar and holds a B.A. in Economics from the University of Kansas.

~~The SAI provides additional information about each portfolio manager’s compensation, other accounts managed, and ownership of securities in the Fund.~~

A-14

APPENDIX B

Amended and Restated

Investment Advisory and Management Agreement

This Agreement is effective as of the 31^st day of January, 2001, Amended and Restated as of the 28^th day of February, 2012, further Amended and Restated as of the 1^st day of December, 2012, further Amended and Restated as of the 30^th November, 2012, effective as of April 29, 2013, and further Amended and Restated as of the 24^th day of June, 2013, effective as of July 1, 2013, between JNL Series Trust, a Massachusetts business trust (the “Trust”), and Jackson National Asset Management, LLC, a Michigan limited liability company (the “Adviser”).

Whereas, the Trust is authorized to issue separate series, each series having its own investment objective or objectives, policies and limitations;

Whereas, the Trust on behalf of its investment series listed on Schedule A hereto (each a “Fund”) desires to retain Adviser to perform investment advisory services, on the terms and conditions set forth herein; and

Whereas, the Adviser agrees to serve as the investment adviser and business manager for the Fund on the terms and conditions set forth herein.

Now Therefore, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Trust and the Adviser agree as follows:

1. Appointment

The Trust hereby appoints the Adviser to provide certain investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

In the event the Trust designates one or more series other than the Fund with respect to which the Trust wishes to retain the Adviser to render investment advisory services hereunder, it shall notify the Adviser in writing. If the Adviser is willing to render such services, it shall notify the Trust in writing, whereupon such series shall become a Fund hereunder, and be subject to this Agreement.

2. Duties

The Adviser shall manage the affairs of the Trust including, but not limited to, continuously providing the Trust with investment advice and business management, including investment research, advice and supervision, determining which securities, commodities, and derivatives thereon (hereinafter collectively, “securities”) shall be purchased or sold by each Fund, effecting purchases and sales of securities on behalf of each Fund (and determining how voting and other rights with respect to securities owned by each Fund shall be exercised). The management of the Fund by the Adviser shall be subject to the control of the Trustees of the Trust (the “Trustees”) and in accordance with the objectives, policies and principles for each Fund set forth in the Trust’s Registration Statement and its current Prospectus and Statement of Additional Information, as amended from time to time, the requirements of the Investment Company Act of 1940, as amended (the “Act”), and other applicable law, as well as to the factors affecting each Funds’ status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”), and the regulations thereunder and the status of separate accounts supporting variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial, and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Fund) and such executive and other personnel as shall be necessary for the operations of each Fund, (ii) be responsible for the financial and accounting records required to be maintained by each Fund (including those maintained by the Trust’s custodian), and (iii) oversee the performance of services provided to each Fund by others, including the custodian, transfer agent, shareholder servicing agent and sub-adviser, if any. The Trust acknowledges that the Adviser also acts as the investment adviser of other investment companies.

With respect to any Money Market Fund listed on Schedule A of this Agreement, the Adviser hereby accepts the responsibilities for making the determinations required by Rule 2a-7 under the Act to be made by the Trustees of the Trust and which are delegable by the Trustees pursuant to Paragraph (e) of such Rule, to the extent that the Trustees may hereinafter delegate such responsibilities to the Adviser.

B-1

The Adviser may delegate certain of its duties under this Agreement with respect to a Fund to a sub-adviser or sub-advisers, subject to the approval of the Trustees, by entering into sub-advisory agreements (the “Sub-Advisory Agreements”) with one or more sub-advisers. The Adviser is solely responsible for payment of any fees or other charges arising from such delegation and the Trust shall have no liability therefor. Consistent with the provisions of the Act and any applicable exemption thereto, the Trust may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Fund.

To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Fund in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Fund shall include the compensation of Adviser and all other normal expenses and charges, but shall exclude interest, taxes, brokerage fees on Fund transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by Adviser to the Trust, the Trust agrees to reimburse Adviser, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios.

3. Expenses

The Adviser shall pay all of its expenses arising from the performance of its obligations under this Agreement and shall pay any salaries, fees and expenses of the Trustees and any officers of the Trust who are employees of the Adviser. The Adviser shall not be required to pay any other expenses of the Trust, including, but not limited to direct charges relating to the purchase and sale of Fund securities, interest charges, fees and expenses of independent attorneys and auditors, taxes and governmental fees, cost of stock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering and qualifying shares for sale, expenses of printing and distributing reports and notices to shareholders, expenses of data processing and related services, shareholder recordkeeping and shareholder account service, expenses of printing and filing reports and other documents filed with governmental agencies, expenses of printing and distributing Prospectuses, fees and disbursements of transfer agents and custodians, expenses of disbursing dividends and distributions, fees and expenses of Trustees who are not employees of the Adviser or its affiliates, membership dues in the investment company trade association, insurance premiums and extraordinary expenses such as litigation expenses.

4. Compensation

As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser a single, unified fee, accrued daily and payable monthly on the average daily net assets in each Fund, in accordance with Schedule B hereto; provided that, in the case of each Fund identified in Schedule C hereto that has a wholly owned subsidiary (which subsidiary is obligated to pay an investment advisory fee to the Adviser based on the same formula as set forth in Schedule B for its parent Fund), 1) the Funds’ average daily net assets for purposes of the foregoing shall include the average daily net assets of its subsidiary and 2) the fee payable hereunder with respect to that Fund, as calculated pursuant to the foregoing, shall be reduced by the amount of the investment advisory fee paid to the Adviser by its subsidiary under the applicable Investment Advisory Agreement. Accordingly, with respect to each such Fund and its subsidiary, the Adviser shall receive the same aggregate fee under this Agreement and the Investment Advisory Agreement with that subsidiary as if the subsidiary’s assets were directly held by the Fund.

Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

5. Purchase and Sale of Securities

The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers (including affiliated brokers or dealers) as the Adviser shall deem appropriate to carry out the policies with respect to Fund transactions as set forth in the Trust’s Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time.

Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security, and economic analysis.

B-2

6. Term of Agreement

This Agreement will become effective as to the Trust upon execution or, if later, the date that initial capital for the Trust is first provided to it and, unless sooner terminated as provided herein, will continue in full force and effect for two years from the date of its execution. With regard to any Fund added to the Trust by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution. Thereafter, if not terminated as to a Fund, this Agreement will continue as to each Fund from year to year through June 30^th of each successive year, provided that such continuation is specifically approved at least annually (i) by the Trustees by vote cast in person at a meeting called for the purpose of voting on such renewal, or by the vote of a majority of the outstanding voting securities (as defined by the Act) of such Fund with respect to which renewal is to be effected, and (ii) by a majority of the non-interested Trustees by a vote cast in person at a meeting called for the purpose of voting on such renewal. Any approval of this Agreement or the renewal thereof with respect to a Fund by the vote of a majority of the outstanding voting securities of that Fund, or by the Trustees which shall include a majority of the non-interested Trustees, shall be effective to continue this Agreement with respect to that Fund notwithstanding (a) that this Agreement or the renewal thereof has not been so approved as to any other Fund, or (b) that this Agreement or the renewal thereof has not been so approved by the vote of a majority of the outstanding voting securities of the Trust as a whole. However, the addition or deletion of a Fund reflecting changes that have been formally approved by resolution by the Board of Trustees will not require approval of an amendment to this Agreement by the Board of Trustees.

7. Termination

This Agreement may be terminated at any time as to a Fund, without payment of any penalty, by the Trustees or by the vote of a majority of the outstanding voting securities (as defined in the Act) of such Fund on sixty (60) days’ written notice to the Adviser. Similarly, the Adviser may terminate this Agreement without penalty on like notice to the Trust provided, however, that this Agreement may not be terminated by the Adviser unless another investment advisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. This Agreement shall automatically terminate in the event of its assignment (as defined in the Act).

8. Reports

The Adviser shall report to the Trustees, or to any committee or officers of the Trust acting pursuant to the authority of the Trustees, at such times and in such detail as shall be reasonable and as the Trustees may deem appropriate in order to enable the Trustees to determine that the investment policies of each Fund are being observed and implemented and that the obligations of the Adviser under this Agreement are being fulfilled. Any investment program undertaken by the Adviser pursuant to this Agreement and any other activities undertaken by the Adviser on behalf of the Trust shall at all times be subject to any directives of the Trustees or any duly constituted committee or officer of the Trust acting pursuant to the authority of the Trustees.

The Adviser shall furnish all such information as may reasonably be necessary for the Trustees to evaluate the terms of this Agreement.

9. Records

The Trust is responsible for maintaining and preserving for such period or periods as the Securities and Exchange Commission may prescribe by rules and regulations, such accounts, books and other documents that constitute the records forming the basis for all reports, including financial statements required to be filed pursuant to the Act and for the Trust’s auditor’s certification relating thereto. The Trust and the Adviser agree that in furtherance of the recordkeeping responsibilities of the Trust under Section 31 of the Act and the rules thereunder, the Adviser will maintain records and ledgers and will preserve such records in the form and for the period prescribed in Rule 31a-2 of the Act for each Fund.

The Adviser and the Trust agree that all accounts, books and other records maintained and preserved by each as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the Securities and Exchange Commission, the Trust’s auditors, the Trust or any representative of the Trust, or any governmental agency or other instrumentality having regulatory authority over the Trust. It is expressly understood and agreed that the books and records maintained by the Adviser on behalf of each Fund shall, at all times, remain the property of the Trust.

10. Liability and Indemnification

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with Adviser), Adviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder including, without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct or liability incurred under Section 36(b) of the Act, the Trust shall indemnify Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with Adviser) from any liability arising from Adviser’s conduct under this Agreement.

B-3

Indemnification to Adviser or any of its personnel or affiliates shall be made when (i) a final decision on the merits is rendered by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct or Section 36(b) or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Trust as defined in Section 2(a)(19) of the Act nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion. The Trust may, by vote of a majority of the disinterested, non-party Trustees, advance attorneys’ fees or other expenses incurred by officers, Trustees, investment advisers or principal underwriters, in defending a proceeding upon the undertaking by or on behalf of the person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject to at least one of the following: (1) the person to be indemnified shall provide a security for the undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party Trustees, or an independent legal counsel in a written opinion shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification.

11. Miscellaneous

Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon either of the parties, to do anything in violation of any applicable laws or regulations.

A copy of the Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. With respect to any claim by the Adviser for recovery of that portion of the investment management fee (or any other liability of the Trust arising hereunder) allocated to a particular Fund, whether in accordance with the express terms hereof or otherwise, the Adviser shall have recourse solely against the assets of that Fund to satisfy such claim and shall have no recourse against the assets of any other Fund for such purpose.

In Witness Whereof, the Trust and the Adviser have caused this Agreement to be executed by their duly authorized officers as of June 24, 2013, effective that date.

		JNL Series Trust


Attest:	/s/ Norma M. Mendez	By:	/s/ Kelly L. Crosser
Printed Name: Norma M. Mendez		Name:	Kelly L. Crosser
		Title:	Assistant Secretary

		Jackson National Asset Management, LLC


Attest:	/s/ Norma M. Mendez	By:	/s/ Mark D. Nerud
Printed Name: Norma M. Mendez		Name:	Mark D. Nerud
		Title:	President and CEO

B-4

Schedule A

Dated July 1, 2013

(List of Funds)

Funds

JNL/American Funds Balanced Allocation Fund

JNL/American Funds Blue Chip Income and Growth Fund

JNL/American Funds Global Bond Fund

JNL/American Funds Global Small Capitalization Fund

JNL/American Funds Growth Allocation Fund

JNL/American Funds Growth-Income Fund

JNL/American Funds International Fund

JNL/American Funds New World Fund

JNL/AQR Managed Futures Strategy Fund

JNL/BlackRock Commodity Securities Strategy Fund

JNL/BlackRock Global Allocation Fund

JNL/Brookfield Global Infrastructure Fund

JNL/Capital Guardian Global Diversified Research Fund

JNL/Capital Guardian Global Balanced Fund

JNL/DFA U.S. Core Equity Fund

JNL/Eagle SmallCap Equity Fund

JNL/Eastspring Investments Asia ex-Japan Fund

JNL/Eastspring Investments China-India Fund

JNL/Franklin Templeton Founding Strategy Fund

JNL/Franklin Templeton Global Growth Fund

JNL/Franklin Templeton Global Multisector Bond Fund

JNL/Franklin Templeton Income Fund

JNL/Franklin Templeton International Small Cap Growth Fund

JNL/Franklin Templeton Mutual Shares Fund

JNL/Franklin Templeton Small Cap Value Fund

JNL/Goldman Sachs Core Plus Bond Fund

B-5

Funds

JNL/Goldman Sachs Emerging Markets Debt Fund

JNL/Goldman Sachs Mid Cap Value Fund

JNL/Goldman Sachs U.S. Equity Flex Fund

JNL Institutional Alt 20 Fund

JNL Institutional Alt 35 Fund

JNL Institutional Alt 50 Fund

JNL Institutional Alt 65 Fund

JNL/Invesco International Growth Fund

JNL/Invesco Large Cap Growth Fund

JNL/Invesco Global Real Estate Fund

JNL/Invesco Small Cap Growth Fund

JNL/Ivy Asset Strategy Fund

JNL/JPMorgan International Value Fund

JNL/JPMorgan MidCap Growth Fund

JNL/JPMorgan U.S. Government & Quality Bond Fund

JNL/Lazard Emerging Markets Fund

JNL/Lazard Mid Cap Equity Fund

JNL/M&G Global Basics Fund

JNL/M&G Global Leaders Fund

JNL/Mellon Capital Bond Index Fund

JNL/Mellon Capital Dow Jones

U.S. Contrarian Opportunities Index Fund

JNL/Mellon Capital Emerging Markets Index Fund

JNL/Mellon Capital European 30 Fund

JNL/Mellon Capital Global Alpha Fund

JNL/Mellon Capital Index 5 Fund

JNL/Mellon Capital International Index Fund

JNL/Mellon Capital Pacific Rim 30 Fund

JNL/Mellon Capital Small Cap Index Fund

B-6

Funds

JNL/Mellon Capital 10 x 10 Fund

JNL/Mellon Capital S&P 500 Index Fund

JNL/Mellon Capital S&P 400 MidCap Index Fund

JNL/Mellon Capital Utilities Sector Fund

JNL/Morgan Stanley Mid Cap Growth Fund

JNL/Neuberger Berman Strategic Income Fund

JNL/Oppenheimer Global Growth Fund

JNL/PPM America Floating Rate Income Fund

JNL/PIMCO Real Return Fund

JNL/PIMCO Total Return Bond Fund

JNL/PPM America High Yield Bond Fund

JNL/PPM America Mid Cap Value Fund

JNL/PPM America Small Cap Value Fund

JNL/PPM America Value Equity Fund

JNL/Red Rocks Listed Private Equity Fund

JNL/T. Rowe Price Established Growth Fund

JNL/T. Rowe Price Mid-Cap Growth Fund

JNL/T. Rowe Price Short-Term Bond Fund

JNL/T. Rowe Price Value Fund

JNL/WMC Balanced Fund

JNL/WMC Money Market Fund

JNL/WMC Value Fund

JNL/S&P Managed Growth Fund

JNL/S&P Managed Conservative Fund

JNL/S&P Managed Moderate Growth Fund

JNL/S&P Managed Moderate Fund

JNL/S&P Managed Aggressive Growth Fund

JNL/S&P Competitive Advantage Fund

B-7

Funds

JNL/S&P Dividend Income & Growth Fund

JNL/S&P Intrinsic Value Fund

JNL/S&P Total Yield Fund

JNL/S&P 4 Fund

JNL/UBS Large Cap Select Growth Fund

JNL Disciplined Moderate Fund

JNL Disciplined Moderate Growth Fund

JNL Disciplined Growth Fund

B-8

Schedule B

Dated July 1, 2013

(Compensation)

Fund

Assets

Advisory Fee

(Annual Rate Based on Average Net Assets of each Fund)

JNL/American Funds Balanced Allocation Fund

$0 to $1 billion

Over $1 billion

.300%

.275%

JNL/American Funds Blue Chip Income and Growth Fund

$0 to $1 billion

Over $1 billion

.70%

.65%

JNL/American Funds Global Bond Fund

$0 to $1 billion

Over $1 billion

.70%

.65%

JNL/American Funds Global Small Capitalization Fund

$0 to $1 billion

Over $1 billion

.75%

.70%

JNL/American Funds Growth Allocation Fund

$0 to $1 billion

Over $1 billion

.300%

.275%

JNL/American Funds Growth-Income Fund

$0 to $1 billion

Over $1 billion

.70%

.65%

JNL/American Funds International Fund

$0 to $1 billion

Over $1 billion

.85%

.80%

JNL/American Funds New World Fund

$0 to $1 billion

Over $1 billion

1.05%

1.00%

JNL/AQR Managed Futures Strategy Fund

$0 to $500 million

$500 million to $1 billion

Over $1 billion

.95%

.90%

.85%

JNL/BlackRock Commodity Securities Strategy Fund

$0 to $300 million

Over $300 million

.70%

.60%

JNL/BlackRock Global Allocation Fund

$0 to $1 billion

Over $1 billion

.75%

.70%

JNL/Brookfield Global Infrastructure Fund

$0 to $1 billion

Over $1 billion

.80%

.75%

JNL/Capital Guardian Global Diversified Research Fund

$0 to $150 million

$150 million to $500 million

$500 million to $750 million

Over $750 million

.75%

.70%

.65%

.60%

JNL/Capital Guardian Global Balanced Fund

$0 to $500 million

Over $500 million

.65%

.60%

JNL/DFA U.S. Core Equity Fund

$0 to $100 million

$100 million to $300 million

Over $300 million

.65%

.60%

.55%

JNL/Eagle SmallCap Equity Fund

$0 to $100 million

$100 million to $500 million

Over $500 million

.75%

.70%

.65%

B-9

Fund

Assets

Advisory Fee

(Annual Rate Based on Average Net Assets of each Fund)

JNL/Eastspring Investments Asia ex-Japan Fund

$0 to $500 million

Over $500 million

.90%

.85%

JNL/Eastspring Investments China-India Fund

$0 to $500 million

Over $500 million

.90%

.85%

JNL/Franklin Templeton Founding Strategy Fund

All Assets

JNL/Franklin Templeton Global Growth Fund

$0 to $300 million

$300 million to $500 million

Over $500 million

.75%

.65%

.60%

JNL/Franklin Templeton Global Multisector Bond Fund

$0 to $1 billion

Over $1 billion

.75%

.70%

JNL/Franklin Templeton Income Fund

$0 to $100 million

$100 million to $200 million

$200 million to $500 million

Over $500 million

.80%

.75%

.65%

.60%

JNL/Franklin Templeton International

Small Cap Growth Fund

$0 to $500 million

Over $500 million

.95%

.90%

JNL/Franklin Templeton Mutual Shares Fund

$0 to $500 million

Over $500 million

.75%

.70%

JNL/Franklin Templeton Small Cap Value Fund

$0 to $200 million

$200 million to $500 million

Over $500 million

.85%

.77%

.75%

JNL/Goldman Sachs Core Plus Bond Fund

$0 to $500 million

Over $500 million

.60%

.55%

JNL/Goldman Sachs Emerging Markets Debt Fund

$0 to $200 million

$200 million to $1 billion

Over $1 billion

.75%

.70%

.675%

JNL/Goldman Sachs Mid Cap Value Fund

$0 to $100 million

Over $100 million

.75%

.70%

JNL/Goldman Sachs U.S. Equity Flex Fund

$0 to $300 million

Over $300 million

.80%

.75%

JNL Institutional Alt 20 Fund

$0 to $500 million

Over $500 million

.15%

.10%

JNL Institutional Alt 35 Fund

$0 to $500 million

Over $500 million

.15%

.10%

JNL Institutional Alt 50 Fund

$0 to $500 million

Over $500 million

.15%

.10%

JNL Institutional Alt 65 Fund

$0 to $500 million

Over $500 million

.15%

.10%

B-10

Fund

Assets

Advisory Fee

(Annual Rate Based on Average Net Assets of each Fund)

JNL/Invesco International Growth Fund

$0 to $150 million

$150 million to $500 million

Over $500 million

.70%

.65%

.60%

JNL/Invesco Large Cap Growth Fund

$0 to $150 million

Over $150 million

.70%

.65%

JNL/Invesco Global Real Estate Fund

$0 to $50 million

Over $50 million

.75%

.70%

JNL/Invesco Small Cap Growth Fund

$0 to $300 million

Over $300 million

.85%

.80%

JNL/Ivy Asset Strategy Fund

$0 to $500 million

$500 million to $1.5 billion

Over $1.5 billion

.90%

.85%

.825%

JNL/JPMorgan International Value Fund

$0 to $150 million

$150 million to $500 million

Over $500 million

.70%

.65%

.60%

JNL/JPMorgan MidCap Growth Fund

$0 to $250 million

$250 million to $750 million

$750 million to $1,500 million

Over $1,500 million

.70%

.65%

.60%

.55%

JNL/JPMorgan U.S. Government & Quality Bond Fund

$0 to $150 million

$150 million to $300 million

$300 million to $500 million

Over $500 million

.50%

.45%

.40%

.35%

JNL/Lazard Emerging Markets Fund

$0 to $100 million

$100 million to $250 million

Over $250 million

1.00%

.90%

.85%

JNL/Lazard Mid Cap Equity Fund

$0 to $50 million

$50 million to $250 million

Over $250 million

.75%

.70%

.65%

JNL/M&G Global Basics Fund

$0 to $500 million

Over $500 million

.85%

.80%

JNL/M&G Global Leaders Fund

$0 to $500 million

Over $500 million

.85%

.80%

JNL/Mellon Capital Emerging Markets Index Fund

$0 to $500 million

Over $500 million

.40%

.35%

JNL/Mellon Capital Bond Index Fund

$0 to $500 million

$500 million to $750 million

Over $750 million

.30%

.25%

.24%

JNL/Mellon Capital Dow Jones U.S. Contrarian Opportunities Index Fund

$0 to $1 billion

Over $1 billion

.325%

.300%

B-11

Fund

Assets

Advisory Fee

(Annual Rate Based on Average Net Assets of each Fund)

JNL/Mellon Capital Global Alpha Fund

$0 to $500 million

Over $500 million

1.00%

.90%

JNL/Mellon Capital European 30 Fund

$0 to $50 million

$50 to $100 million

Over $100 million

.37%

.31%

.28%

JNL/Mellon Capital Index 5 Fund

All assets

JNL/Mellon Capital International Index Fund

$0 to $500 million

$500 million to $750 million

Over $750 million

.30%

.25%

.24%

JNL/Mellon Capital Pacific Rim 30 Fund

$0 to $50 million

$50 to $100 million

Over $100 million

.37%

.31%

.28%

JNL/Mellon Capital Small Cap Index Fund

$0 to $500 million

$500 million to $750 million

Over $750 million

.29%

.24%

.23%

JNL/Mellon Capital 10 x 10 Fund

All assets

JNL/Mellon Capital S&P 500 Index Fund

$0 to $500 million

$500 million to $750 million

Over $750 million

.28%

.24%

.23%

JNL/Mellon Capital S&P 400 MidCap Index Fund

$0 to $500 million

$500 million to $750 million

Over $750 million

.29%

.24%

.23%

JNL/Mellon Capital Utilities Sector Fund

$0 to $50 million

$50 to $100 million

$100 million to $750 million

Over $750 million

.34%

.31%

.28%

.27%

JNL/Morgan Stanley Mid Cap Growth Fund

$0 to $1 billion

Over $1 billion

.75%

.70%

JNL/Neuberger Berman Strategic Income Fund

$0 to $1 billion

Over $1 billion

.60%

.55%

JNL/Oppenheimer Global Growth Fund

$0 to $300 million

Over $300 million

.70%

.60%

JNL/PIMCO Real Return Fund

$0 to $1 billion

Over $1 billion

.50%

.475%

JNL/PIMCO Total Return Bond Fund

All assets

.50%

JNL/PPM America Floating Rate Income Fund

$0 to $500 million

Over $500 million

.65%

.60%

JNL/PPM America High Yield Bond Fund

$0 to $150 million

$150 million to $500 million

Over $500 million

.50%

.45%

.425%

B-12

Fund

Assets

Advisory Fee

(Annual Rate Based on Average Net Assets of each Fund)

JNL/PPM America Mid Cap Value Fund

$0 to $500 million

Over $500 million

.75%

.70%

JNL/PPM America Small Cap Value Fund

$0 to $500 million

Over $500 million

.75%

.70%

JNL/PPM America Value Equity Fund

$0 to $300 million

Over $300 million

.55%

.50%

JNL/Red Rocks Listed Private Equity Fund

$0 to $200 million

Over $200 million

.85%

.80%

JNL/T. Rowe Price Established Growth Fund

$0 to $150 million

$150 to $500 million

Over $500 million

.65%

.60%

.55%

JNL/T. Rowe Price Mid-Cap Growth Fund

$0 to $150 million

Over $150 million

.75%

.70%

JNL/T. Rowe Price Short-Term Bond Fund

$0 to $250 million

$250 million to $1.5 billion

Over $1.5 billion

.45%

.40%

.375%

JNL/T. Rowe Price Value Fund

$0 to $150 million

$150 to $500 million

Over $500 million

.70%

.65%

.60%

JNL/WMC Balanced Fund

$0 to $50 million

$50 million to $150 million

$150 million to $300 million

$300 million to $500 million

Over $500 million

.55%

.50%

.475%

.45%

.425%

JNL/WMC Money Market Fund

$0 to $500 million

Over $500 million

0.28%

0.25%

JNL/WMC Value Fund

$0 to $300 million

$300 million to $500 million

Over $500 million

.55%

.50%

.45%

JNL/S&P Managed Growth Fund

$0 to $500 million

Over $500 million

.13%

.08%

JNL/S&P Managed Conservative Fund

$0 to $500 million

Over $500 million

.13%

.08%

JNL/S&P Managed Moderate Growth Fund

$0 to $500 million

Over $500 million

.13%

.08%

JNL/S&P Managed Moderate Fund

$0 to $500 million

Over $500 million

.13%

.08%

JNL/S&P Managed Aggressive Growth Fund

$0 to $500 million

Over $500 million

.13%

.08%

B-13

Fund

Assets

Advisory Fee

(Annual Rate Based on Average Net Assets of each Fund)

JNL/S&P Competitive Advantage Fund

$0 to $500 million

Over $500 million

.40%

.35%

JNL/S&P Dividend Income & Growth Fund

$0 to $500 million

Over $500 million

.40%

.35%

JNL/S&P Intrinsic Value Fund

$0 to $500 million

Over $500 million

.40%

.35%

JNL/S&P Total Yield Fund

$0 to $500 million

Over $500 million

.40%

.35%

JNL/S&P 4 Fund

All Assets

JNL/UBS Large Cap Select Growth Fund

$0 to $150 million

$150 million to $500 million

$500 million to $750 million

Over $750 million

.70%

.65%

.60%

.55%

JNL Disciplined Moderate Fund

$0 to $500 million

Over $500 million

.13%

.08%

JNL Disciplined Moderate Growth Fund

$0 to $500 million

Over $500 million

.13%

.08%

JNL Disciplined Growth Fund

$0 to $500 million

Over $500 million

.13%

.08%

B-14

Schedule C

Dated July 1, 2013

(List of Adviser’s Investment Advisory Agreements with Funds’ Subsidiaries)

Funds

Subsidiaries*

JNL/AQR Managed Futures Strategy Fund

JNL/AQR Managed Futures Strategy Fund, Ltd.

JNL/BlackRock Global Allocation Fund

JNL/BlackRock Global Allocation Fund Ltd.

JNL/BlackRock Commodity Securities Strategy Fund

(formerly, JNL/BlackRock Commodity Securities Fund)

JNL/BlackRock Commodity Securities Strategy Fund Ltd.

JNL/Ivy Asset Strategy Fund

JNL/Ivy Asset Strategy Fund Ltd.

* The Adviser has entered into an Investment Advisory Agreement with each subsidiary – which is wholly owned by the Fund listed opposite its name – pursuant to which the subsidiary is obligated to pay an investment advisory fee to the Adviser based on the same formula as set forth in Schedule B for its parent Fund.

B-15

Amendment to

Amended and Restated Investment Advisory

and Management Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

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”).

Whereas, the Trust and the Adviser entered into an Amended and Restated Investment Advisory and Management Agreement effective as of the 1^st day of July, 2013, as amended September 16, 2013 and April 28, 2014 (“Agreement”), whereby the Adviser agreed to perform certain investment advisory services, on behalf of several separate series of shares (each a “Fund”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the parties have agreed to amend the following section of the Agreement:

Section 6. “Term of Agreement”

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

Delete Section 6. “Term of Agreement” in its entirety, and replace it with the following:

6. Term of Agreement

This Agreement will become effective as to the Trust upon execution or, if later, the date that initial capital for the Trust is first provided to it and, unless sooner terminated as provided herein, will continue in full force and effect for two years from the date of its execution. With regard to any Fund added to the Trust by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution. Thereafter, if not terminated as to a Fund, this Agreement will continue as to each Fund from year to year through September 30^th of each successive year, provided that such continuation is specifically approved at least annually (i) by the Trustees by vote cast in person at a meeting called for the purpose of voting on such renewal, or by the vote of a majority of the outstanding voting securities (as defined by the Act) of such Fund with respect to which renewal is to be effected, and (ii) by a majority of the non-interested Trustees by a vote cast in person at a meeting called for the purpose of voting on such renewal. Any approval of this Agreement or the renewal thereof with respect to a Fund by the vote of a majority of the outstanding voting securities of that Fund, or by the Trustees which shall include a majority of the non-interested Trustees, shall be effective to continue this Agreement with respect to that Fund notwithstanding (a) that this Agreement or the renewal thereof has not been so approved as to any other Fund, or (b) that this Agreement or the renewal thereof has not been so approved by the vote of a majority of the outstanding voting securities of the Trust as a whole. However, the addition or deletion of a Fund reflecting changes that have been formally approved by resolution by the Board of Trustees will not require approval of an amendment to this Agreement by the Board of Trustees.

In Witness Whereof, the Adviser and the Trust have caused this Amendment to be executed as of this 6th day of June 2014, effective June 4, 2014.

JNL Series Trust		Jackson National Asset Management, LLC

By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

B-16

Amendment to

Amended and Restated Investment Advisory

and Management Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

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

Whereas, the Trust and the Adviser (the “Parties”) entered into an Amended and Restated Investment Advisory and Management Agreement effective as of the 1^st day of July, 2013, as amended (the “Agreement”), whereby the Adviser agreed to provide certain investment advisory services to several separate series of shares (each a “Fund”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the Board of Trustees of the Trust has approved fee reductions for the following funds, effective April 30, 2018 (the “Fee Reductions”):

1) JNL/Causeway International Value Select Fund;

2) JNL/Goldman Sachs Core Plus Bond Fund;

3) JNL/Invesco Global Real Estate Fund;

4) JNL/Invesco Small Cap Growth Fund;

5) JNL/MFS Mid Cap Value Fund;

6) JNL/Oppenheimer Emerging Markets Innovator Fund;

7) JNL/S&P International 5 Fund; and

8) JNL/S&P Mid 3 Fund.

Whereas, pursuant to approval of the Fee Reductions, as outlined above, the Parties have agreed to amend the Agreement, effective April 30, 2018, to update the advisory fees, for the above-referenced funds, in Schedule B.

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

Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated April 30, 2018, attached hereto.

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.

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

In Witness Whereof, the Adviser and the Trust have caused this Amendment to be executed, effective April 30, 2018.

JNL Series Trust		Jackson National Asset Management, LLC

By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

B-17

Schedule B

Dated April 30, 2018

(Compensation)

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/American Funds Balanced Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.550%

.500%

.490%

.480%

JNL/American Funds Blue Chip Income and Growth Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.540%

.530%

JNL/American Funds Global Bond Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.540%

.530%

JNL/American Funds Global Small Capitalization Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.600%

.590%

.580%

JNL/American Funds Growth-Income Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.540%

.530%

JNL/American Funds International Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.750%

.700%

.690%

.680%

JNL/American Funds New World Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.950%

.900%

.890%

.880%

JNL Aggressive Growth Allocation Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

JNL Growth Allocation Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.08%

.075%

.070%

JNL Moderate Growth Allocation Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

JNL Institutional Alt 25 Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.150%

.100%

.095%

.090%

B-18

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL Institutional Alt 50 Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over 5 billion

.150%

.100%

.095%

.090%

JNL Multi-Manager Alternative Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

1.200%

1.100%

1.090%

1.080%

JNL Multi-Manager Mid Cap Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.625%

.600%

.590%

.580%

JNL Multi-Manager Small Cap Growth Fund

$0 to $100 million

$100 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.600%

.550%

.540%

.530%

JNL Multi-Manager Small Cap Value Fund

$0 to $200 million

$200 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.750%

.670%

.650%

.640%

.630%

JNL/AB Dynamic Asset Allocation Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.625%

.600%

.590%

.580%

JNL/American Funds Growth Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/American Funds Moderate Growth Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/AQR Large Cap Relaxed Constraint Equity Fund

$0 to $300 million

$300 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.700%

.650%

.640%

.630%

JNL/AQR Managed Futures Strategy Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.850%

.800%

.750%

.740%

.730%

JNL/BlackRock Global Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.600%

.590%

.580%

B-19

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/BlackRock Global Natural Resources Fund

$0 to $300 million

$300 million to $ 1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.500%

.490%

.480%

.470%

JNL/BlackRock Large Cap Select Growth Fund

$0 to $150 million

$150 million to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.500%

.450%

.440%

.430%

JNL/Boston Partners Global Long Short Equity Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

1.100%

1.050%

1.040%

1.030%

JNL/Brookfield Global Infrastructure and MLP Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.700%

.650%

.640%

.630%

JNL/Causeway International Value Select Fund

$0 to $500 million

$500 million to $2 billion

$2 billion to $5 billion

Over $5 billion

.550%

.500%

.470%

.460%

JNL/ClearBridge Large Cap Growth Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.500%

.450%

.440%

.430%

JNL/Crescent High Income Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.550%

.500%

.490%

.480%

JNL/DFA Growth Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/DFA Moderate Growth Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/DFA U.S. Core Equity Fund

$0 to $3 billion

$3 billion to $5 billion

Over $5 billion

.400%

.390%

.380%

JNL/DoubleLine^®Core Fixed Income Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.390%

.360%

.350%

.340%

B-20

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/DoubleLine^®Emerging Markets Fixed Income Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.600%

.590%

.580%

JNL/DoubleLine^®Shiller Enhanced CAPE^® Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over 5 billion

.625%

.600%

.550%

.540%

.530%

JNL/FPA + DoubleLine^® Flexible Allocation Fund

$0 to $1 billion

$1 billion to $2 billion

$2 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.675%

.650%

.600%

.590%

.580%

JNL/Franklin Templeton Founding Strategy Fund

All Assets

JNL/Franklin Templeton Global Fund

$0 to $300 million

$300 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.550%

.500%

.490%

.480%

JNL/Franklin Templeton Global Multisector Bond Fund

$0 to $1 billion

$1 billion to $2 billion

$2 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.500%

.475%

.465%

.455%

JNL/Franklin Templeton Income Fund

$0 to $100 million

$100 million to $200 million

$200 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.700%

.650%

.550%

.500%

.490%

.480%

JNL/Franklin Templeton International Small Cap Growth Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.800%

.750%

.700%

.690%

.680%

JNL/Franklin Templeton Mutual Shares Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.620%

.570%

.560%

.550%

.540%

JNL/Goldman Sachs Core Plus Bond Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.450%

.400%

.350%

.340%

.330%

B-21

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/Goldman Sachs Emerging Markets Debt Fund

$0 to $200 million

$200 million to $400 million

$400 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.625%

.600%

.575%

.565%

.555%

JNL/GQG Emerging Markets Equity Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.900%

.875%

.850%

.840%

JNL/Harris Oakmark Global Equity Fund

$0 to $250 million

$250 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.750%

.700%

.665%

.655%

JNL/Invesco China-India Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.750%

.725%

.715%

.705%

JNL/Invesco Diversified Dividend Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.525%

.500%

.490%

.480%

JNL/Invesco Global Real Estate Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.570%

.560%

.550%

JNL/Invesco International Growth Fund

$0 to $500 million

$500 million to $2 billion

$2 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.550%

.500%

.480%

.470%

.460%

JNL/Invesco Mid Cap Value Fund

$0 to $250 million

$250 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.540%

.530%

JNL/Invesco Small Cap Growth Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.675%

.630%

.620%

.610%

JNL/JPMorgan MidCap Growth Fund

$0 to $250 million

$250 million to $750 million

$750 million to $1.5 billion

$1.5 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.500%

.450%

.440%

.430%

JNL/JPMorgan U.S. Government & Quality Bond Fund

$0 to $150 million

$150 million to $300 million

$300 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.400%

.350%

.300%

.250%

.240%

.230%

B-22

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/Lazard Emerging Markets Fund

$0 to $250 million

$250 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.800%

.750%

.740%

.730%

JNL/Mellon Capital 10 x 10 Fund

All assets

JNL/Mellon Capital Bond Index Fund

$0 to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.150%

.140%

.130%

.120%

JNL/Mellon Capital Consumer Staples Sector Fund

$0 to $50 million

$50 million to $100 million

$100 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.240%

.210%

.180%

.170%

.160%

.150%

JNL/Mellon Capital Emerging Markets Index Fund

$0 to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.200%

.190%

.180%

JNL/Mellon Capital European 30 Fund

$0 to $50 million

$50 million to $100 million

$100 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.270%

.210%

.180%

.170%

.160%

JNL/Mellon Capital Index 5 Fund

All assets

JNL/Mellon Capital Industrials Sector Fund

$0 to $50 million

$50 million to $100 million

$100 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.240%

.210%

.180%

.170%

.160%

.150%

JNL/Mellon Capital International Index Fund

$0 to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.150%

.140%

.130%

.120%

JNL/Mellon Capital Materials Sector Fund

$0 to $50 million

$50 million to $100 million

$100 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.240%

.210%

.180%

.170%

.160%

.150%

JNL/Mellon Capital MSCI KLD 400 Social Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.250%

.200%

.190%

.180%

B-23

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/Mellon Capital Pacific Rim 30 Fund

$0 to $50 million

$50 million to $100 million

$100 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.270%

.210%

.180%

.170%

.160%

JNL/Mellon Capital Real Estate Sector Fund

$0 to $50 million

$50 million to $100 million

$100 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.240%

.210%

.180%

.170%

.160%

.150%

JNL/Mellon Capital S&P 400 MidCap Index Fund

$0 to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.190%

.140%

.130%

.120%

.110%

JNL/Mellon Capital S&P 500 Index Fund

$0 to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.170%

.130%

.120%

.110%

.100%

JNL S&P 500 Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 to $5 billion

Over $5 billion

.20%

.175%

.165%

.155%

JNL/Mellon Capital S&P 1500 Growth Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Mellon Capital S&P 1500 Value Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Mellon Capital Small Cap Index Fund

$0 to $500 million

$500 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.190%

.140%

.130%

.120%

.110%

JNL/Mellon Capital Utilities Sector Fund

$0 to $50 million

$50 million to $100 million

$100 million to $750 million

$750 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.240%

.210%

.180%

.170%

.160%

.150%

JNL/MFS Mid Cap Value Fund

$0 to $100 million

$100 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.600%

.550%

.540%

.530%

.520%

B-24

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/MMRS Conservative Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.245%

.240%

JNL/MMRS Growth Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.245%

.240%

JNL/MMRS Moderate Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.245%

.240%

JNL/Neuberger Berman Strategic Income Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.500%

.450%

.400%

.390%

.380%

JNL/Oppenheimer Emerging Markets Innovator Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

1.00%

.950%

.900%

.890%

.880%

JNL/Oppenheimer Global Growth Fund

$0 to $3 billion

$3 billion to $5 billion

Over $5 billion

.500%

.490%

.480%

JNL/PIMCO Income Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.500%

.450%

.440%

.430%

JNL/PIMCO Real Return Fund

$0 to $1 billion

$1 billion to $2 billion

$2 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.390%

.375%

.365%

.355%

.345%

JNL/PPM America Floating Rate Income Fund

$0 to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.500%

.450%

.425%

.415%

.405%

JNL/PPM America High Yield Bond Fund

$0 to $150 million

$150 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.400%

.350%

.325%

.315%

.305%

JNL/PPM America Mid Cap Value Fund

$0 to $150 million

$150 million to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.550%

.500%

.475%

.465%

.455%

B-25

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/PPM America Small Cap Value Fund

$0 to $150 million

$150 million to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.550%

.500%

.475%

.465%

.455%

JNL/PPM America Total Return Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.400%

.350%

.340%

.330%

JNL/PPM America Value Equity Fund

$0 to $300 million

$300 million to $ 1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over 5 billion

.450%

.400%

.390%

.380%

.370%

JNL/Scout Unconstrained Bond Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.550%

.500%

.490%

.480%

JNL/T. Rowe Price Established Growth Fund

$0 to $150 million

$150 million to $500 million

$500 million to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.550%

.500%

.450%

.440%

.430%

.420%

JNL/T. Rowe Price Mid-Cap Growth Fund

$0 to $150 million

$150 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.650%

.600%

.590%

.580%

JNL/T. Rowe Price Short-Term Bond Fund

$0 to $250 million

$250 million to $1.5 billion

$1.5 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.350%

.300%

.275%

.265%

.255%

JNL/T. Rowe Price Value Fund

$0 to $150 million

$150 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.590%

.490%

.480%

.470%

JNL/Westchester Capital Event Driven Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

1.050%

.900%

.890%

.880%

JNL/WMC Balanced Fund

$0 to $50 million

$50 million to $150 million

$150 million to $300 million

$300 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.450%

.400%

.375%

.350%

.325%

.315%

.305%

B-26

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/WMC Government Money Market Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.180%

.150%

.140%

.130%

JNL/WMC Value Fund

$0 to $300 million

$300 million to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.450%

.400%

.350%

.340%

.330%

JNL/S&P 4 Fund

All Assets

JNL/S&P Competitive Advantage Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.240%

.230%

JNL/S&P Dividend Income & Growth Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.240%

.230%

JNL/S&P International 5 Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.320%

.280%

.270%

.260%

JNL/S&P Intrinsic Value Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.240%

.230%

JNL/S&P Managed Aggressive Growth Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

JNL/S&P Managed Conservative Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

JNL/S&P Managed Growth Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

JNL/S&P Managed Moderate Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

JNL/S&P Managed Moderate Growth Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.130%

.080%

.075%

.070%

B-27

Fund

Assets

Advisory Fee

(Annual Rate Based on Average

Net Assets of each Fund)

JNL/S&P Mid 3 Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.320%

.280%

.270%

.260%

JNL/S&P Total Yield Fund

$0 to $500 million

$500 million to $3 billion

$3 billion to $5 billion

Over $5 billion

.300%

.250%

.240%

.230%

JNL/Vanguard Capital Growth Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.525%

.500%

.490%

.480%

JNL/Vanguard Equity Income Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.525%

.500%

.490%

.480%

JNL/Vanguard Global Bond Market Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Vanguard Growth Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Vanguard International Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.675%

.650%

.640%

.630%

JNL/Vanguard International Stock Market Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Vanguard Moderate Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Vanguard Moderate Growth Allocation Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

JNL/Vanguard Small Company Growth Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.625%

.600%

.590%

.580%

JNL/Vanguard U.S. Stock Market Index Fund

$0 to $1 billion

$1 billion to $3 billion

$3 billion to $5 billion

Over $5 billion

.200%

.175%

.165%

.155%

B-28

Amendment to

Amended and Restated Investment Advisory

and Management Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

[4/29/2019 AMENDMENT to be provided]

B-29

APPENDIX C

Amended and Restated

Investment Sub-Advisory Agreement

This Agreement is effective as of the 1^st day of May, 2006, and Amended and Restated effective as of the 1^st day of December, 2012, 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”).

Whereas, Adviser is the investment manager for the JNL Series Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

Whereas, the Adviser represents that it has entered into an Investment Advisory and Management Agreement effective as of January 31, 2001, Amended and Restated as of the 28^th day of February, 2012, and further Amended and Restated as of the 1^st day of December, 2012 (“Management Agreement”) with the Trust; and

Whereas, Adviser desires to retain Sub-Adviser as Adviser’s agent to furnish investment advisory services to the investment portfolios of the Trust listed on Schedule A hereto (“each a Fund”).

Now, Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Appointment. Adviser hereby appoints Sub-Adviser to provide certain sub-investment advisory services to the Funds for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

Delivery of Documents. Adviser has or will furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services:

the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on June 1, 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”);

the Trust’s By-Laws and amendments thereto;

resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement;

the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”) and all amendments thereto;

the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and

the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”).

During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, prospects of each Fund or the public that refer to the Fund in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

C-1

Management. Subject always to the supervision of the Adviser, who in turn is subject to the supervision of the Trust’s Board of Trustees, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities or other property (including financial futures and options of any type), all on behalf of the Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Funds (as set forth below), and will monitor the Funds' investments, and will comply with the provisions of Trust’s Declaration of Trust and By-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Funds, which may be amended from time to time. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Funds and to consult with each other regarding the investment affairs of the Funds. Sub-Adviser will report to the Board of Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser, solely with respect to the assets of the Funds which are under its management pursuant to this Agreement, and based on information obtained from the Funds’ administrator, custodian and other service providers, shall take reasonable steps to comply with the diversification provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended (“IRC”), and its accompanying Regulation, Treas. Reg. Section 1.817-5, applicable to the Funds.

Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Jackson National Life Insurance Company and any of its affiliates investing in the Funds, as owner of the assets in the Funds, shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to request relief from the Commissioner of Internal Revenue Service, and that in such an event Adviser shall work in conjunction with Sub-Adviser in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser.

The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s opinion, constitute a violation of any federal or state laws, rules or regulations.

The Sub-Adviser further agrees that it:

will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

will comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;

will report regularly to Adviser and to the Trust's Board of Trustees as reasonably agreed between the Adviser and Sub-Adviser and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times agreed to by the Adviser and Sub-Adviser, the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to the specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser;

will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser;

will prepare and maintain such books and records with respect to each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Trust's Board of Trustees such periodic and special reports as the Adviser may reasonably request;

C-2

will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G or Schedule 13D, as applicable, with respect to securities held for the account of the Funds subject to the Sub-Adviser’s supervision and reporting obligations;

will act upon reasonable instructions from Adviser;

will treat confidentially and as proprietary information of Trust all such records and other information relative to the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser;

will vote proxies received in connection with securities held by the Funds consistent with its fiduciary duties hereunder;

may not consult with any other sub-adviser of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; and

The Sub-Adviser agrees to invest the Fund’s assets in accordance with the provisions of Commodity Futures Trading Commission (“CFTC”) Rule 4.5(2)(c)(iii)(A) or (B) under the Commodities Exchange Act (“CEA”).

Custody of Assets. Sub-Adviser shall at no time have the right to physically possess the assets of the Funds or have the assets registered in its own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire or become possessed of any income, whether in kind or cash, or proceeds, whether in kind or cash, distributable by reason of selling, holding or controlling such assets of the Funds. In accordance with the preceding sentence, Sub-Adviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Funds. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the custodian.

Brokerage. The Sub-Adviser will place orders pursuant to the Sub-Adviser’s investment determinations for a Fund either directly with an issuer or with any broker or dealer selected by the Sub-Adviser. Nothing herein shall preclude the aggregation or “bunching” of orders for the sale or purchase of portfolio securities in a Fund with other funds, separate accounts or other investment vehicles (“accounts”) managed, advised or sub-advised by Sub-Adviser. With respect to the allocation of trades, Sub-Adviser shall not favor any account over any other and purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Sub-Adviser will provide copies of futures agreements entered into by the Funds to the Adviser, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution”, which means prompt and efficient execution of the transaction at the best obtainable price with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker.

Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

C-3

Expenses. The Sub-Adviser shall bear all expenses incurred by it in connection with the performance of its services under this Agreement. Each Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, investment advisory fees, and administration fees; fees for necessary professional and brokerage services; costs relating to local administration of securities; and fees for any pricing services. All other expenses not specifically assumed by the Sub-Adviser hereunder or by the Adviser under the Management Agreement are borne by the applicable Fund or the Trust.

Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust shall be available for inspection by the Trust and Adviser upon their reasonable request and agrees to provide the Trust with copies of any of such records upon the Trust's request. Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act related to each Fund’s portfolio transactions. The Adviser shall maintain all books and records not related to the Fund’s portfolio transactions.

Compensation. For the services provided and the expenses assumed pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefore, a sub-advisory fee accrued daily and payable monthly on the average daily net assets in the Funds in accordance with Schedule B hereto.

Services to Others. Adviser understands, and has advised the Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to other investment companies or accounts. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised Trust's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. In addition, Adviser understands, and has advised the Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement will be deemed to limit or restrict the right of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

10.

Limitation of Liability. Sub-Adviser, its officers, directors, employees, agents or affiliates will not be subject to any liability to the Adviser or the Funds or their directors, officers, employees, agents or affiliates for any error of judgment or mistake of law or for any loss suffered by the Funds, any shareholder of the Funds or the Adviser either in connection with the performance of Sub-Adviser's duties under this Agreement or its failure to perform due to events beyond the reasonable control of the Sub-Adviser or its agents, except for a loss resulting from Sub-Adviser's willful misfeasance, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Federal and State securities laws may impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any right which Adviser may have under any applicable laws.

C-4

11.

Indemnification. Adviser and the Sub-Adviser each agree to indemnify the other party (and each such party’s affiliates, employees, directors and officers) against any claim, damages, loss or liability (including reasonable attorneys' fees) arising out of any third party claims brought against an indemnified party that are found to constitute willful misfeasance or gross negligence on the part of the indemnifying party.

12.

Duration and Termination. This Agreement will become effective as to a Fund upon execution or, if later, on the date that initial capital for such Fund is first provided to it and, unless sooner terminated as provided herein, will continue in effect for two years from the date of its execution. Thereafter, if not terminated as to a Fund, this Agreement will continue in effect as to a Fund for successive periods of 12 months, provided that such continuation is specifically approved at least annually by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund, and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust, or of the Adviser, or of the Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, on sixty days’ written notice by the Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms in the 1940 Act.) Section 10 and 11 herein shall survive the termination of this Agreement.

13.

Acknowledgements of Adviser. Adviser acknowledges and agrees that:

Each Fund (and the Adviser with respect to the Fund) is excluded from the definition of a commodity pool operator under CFTC Rule 4.5. In order to ensure compliance with the requirements of Rule 4.5, the Adviser promises that: (1) the Fund will not be, and has not been, marketing participations to the public as or in a commodity pool or otherwise as or in a vehicle for trading in the commodity futures, commodity options, or swaps markets (as these terms are used by Rule 4.5 and interpreted by the CFTC); (2) the Adviser will make and maintain all filings required by Rule 4.5; and (3) the Adviser will take all other actions required to qualify for the exclusion provided by Rule 4.5 for the Funds, other than as provided by Section 19 below. The Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5), and any other documentation or assurances the Sub-Adviser may reasonably request with respect to the Fund’s reliance on Rule 4.5.

14.

Obligations of Adviser. The Adviser agrees to provide or complete, as the case may be, the following prior to the commencement of the Sub-Adviser’s investment advisory services as specified under this Agreement:

A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Fund;

A list of restricted securities for each Fund (including CUSIP, Sedol or other appropriate security identification); and

A copy of the current compliance procedures for each Fund.

The Adviser also agrees to promptly update the above referenced items in order to ensure their accuracy, completeness and/or effectiveness.

C-5

15.

Confidential Treatment. It is understood and agreed that information, including, but not limited to, securities selection or recommendations supplied by, or produced by, Sub-Adviser in connection with the performance of its obligations hereunder, the identity of the portfolio holdings of the Fund, systems and processes utilized by the Adviser and the Trust, and nonpublic information related to the Trust and its shareholders (collectively, “Confidential Information”) are to be regarded as confidential and for use only as required for the provision of investment management and related services to the Fund. Each party hereto agrees that:

they each are subject to a duty of confidentiality with respect to the Confidential Information;

ii)

they each will use the same degree of care to protect the confidentiality of all Confidential Information they receive as they use to protect their own confidential and proprietary information which they do not wish to have published or disseminated, provided, however, in no event will any party use less than a reasonable degree of care to protect any Confidential Information received;

iii)

except for the purposes of the Fund’s investments, they will not trade on Confidential Information received and recognize that adverse consequences may result if the Confidential Information is used for other trading practices;

iv)

they will not disclose or cause to be disclosed any Confidential Information to any person and unless otherwise provided by this section or otherwise required to provide services to the Fund; and

except as required by law (including, but not limited to semi-annual, annual or other filings made under the 1940 Act) or as agreed to by the Adviser and Sub-Adviser, the Adviser and the Trust will not disclose the identity of the portfolio holdings of the Fund until it is either filed with the Securities and Exchange Commission or mailed out to shareholders, which filing or mailing shall not be made sooner than 30 days after quarter end in any manner whatsoever except as expressly authorized in this Agreement, except that the top 10 holdings may be disclosed 15 days after month end. In addition, at the end of each quarter, the Adviser may disclose to certain third party data or service providers to the Fund, who have entered into a confidentiality agreement with the Adviser, a list of securities purchased or sold by the Fund during the quarter. Also, the Sub-Adviser may report the identity of the portfolio holdings of the Fund to certain entities that provide services to the Sub-Adviser, provided that there is a confidentiality agreement between the Sub-Adviser and any such entity.

Each party agrees to immediately notify the other party if they learn of any use of the Confidential Information by the other party’s employees, agents or clients for purpose(s) other than as provided in this section or as required for investment advisory services or administrative services to the Fund, or that would otherwise violate this section. In the event that a party receives a request, demand, order or requisition requiring the disclosure of Confidential Information from any judicial, governmental or regulatory body, they shall promptly (and, to the extent possible, prior to disclosing any Confidential Information) notify the other party of such request, demand, order or requisition. In the event that a party is unable to obtain a protective order or other remedy to prevent the disclosure of any or all of the Confidential Information, the other party agrees to furnish only that portion of the Confidential Information which they are legally required to provide. Each party acknowledges that damages alone would not be an adequate remedy of any breach of the provisions in this section and, accordingly, without prejudice to any and all other rights or remedies, each party acknowledges that the other party and its affiliates or any other entity to which the Confidential Information pertains shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this section.

16.

Entire Agreement; Amendment of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Funds. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

17.

Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as designated herein.

To Adviser:

Jackson National Life Insurance Company

1 Corporate Way

Lansing, MI 48951

Attn: Thomas J. Meyer

To Sub-Adviser:

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, CA 94403-1906

Attention:

With a copy to:

Franklin Templeton Investments

One Franklin Parkway

San Mateo, CA 94403-1906

Attention: General Counsel

C-6

18.

Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will be binding upon and shall inure to the benefit of the parties hereto.

The name “JNL Series Trust” and “Trustees of JNL Series Trust” refer respectively to the Trust created by, and the Trustees, as trustees but not individually or personally, acting from time to time under, the Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of the “JNL Series Trust” entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, Shareholders or representatives or agents of Trust personally, but bind only the assets of Trust, and persons dealing with the Funds must look solely to the assets of Trust belonging to such Fund for the enforcement of any claims against the Trust.

19.

Applicable Law. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Michigan.

20.

Counterpart Signatures. This Agreement may be executed in several counterparts, including via facsimile, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement.

21.

No Claims Filing. Sub-Adviser shall not be expected or required to take any action with respect to legal proceedings (including, without limitation, class action lawsuits, governmental or regulatory victim funds, and bankruptcy proceedings) involving securities presently or formerly held in a Fund, or the issuers of such securities or related parties.

C-7

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Agreement to be executed as of this 7th day of December 2012, effective December 1, 2012.

	Jackson National Asset Management, LLC

	By:	/s/ Mark D. Nerud
	Name:	Mark D. Nerud
	Title:	President and CEO

	Franklin Advisers, Inc.

	By:	/s/ Edward B. Jamieson
	Name:	Edward B. Jamieson
	Title:	President

C-8

Schedule A

December 1, 2012


Funds
JNL/Franklin Templeton Income Fund
JNL/Franklin Templeton Global Multisector Bond Fund

C-9

Schedule B

December 1, 2012

(Compensation)

JNL/Franklin Templeton Income Fund

Average Daily Net Assets

Annual Rate

$0 to $50 Million

0.625%

$50 Million to $200 Million

0.465%

$200 Million to $500 Million

0.375%

Amounts over $500 Million

0.350%

JNL/Franklin Templeton Global Multisector Bond Fund

Average Daily Net Assets

Annual Rate

$0 to $100 Million

0.45%

$100 Million to $250 Million

0.40%

$250 Million to $500 Million

0.38%

$500 Million to $750 Million

0.37%

Amounts over $750 Million

0.36%

C-10

Amendment

to Amended and Restated

Investment Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and Franklin Advisers, Inc.

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”).

Whereas, the Adviser and the Sub-Adviser entered into an Investment Sub-Advisory Agreement effective as of the 1^st day of May, 2006, and Amended and Restated effective as of the 1^st day of December, 2012 (“Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios of JNL Series Trust (“Trust”).

Whereas, the parties have agreed to amend the following sections of the Agreement:

Section 3. “Management”;

Section 12. “Duration and Termination”; and

Section 15. “Confidential Treatment”.

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

Add the following as a new sub-paragraph c) in Section 3. “Management” after the heading entitled “The Sub-Adviser further agrees that it”, and re-number all sub-paragraphs alphabetically thereafter:

will comply with all foreign laws, regulations, and regulatory requirements as set forth by foreign regulatory agencies, as applicable;

After renumbering the sub-sections as referenced above, delete sub-paragraph e) in Section 3. “Management” after the heading entitled “The Sub-Adviser further agrees that it” in its entirety and replace it with the following:

will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser; (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time;

After renumbering the sub-sections as referenced above, add the following as a new sub-paragraph f) in Section 3. “Management” after the heading entitled “The Sub-Adviser further agrees that it”:

as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests;

Delete Section 12. “Duration and Termination” in its entirety, and replace it with the following:

12. Duration and Termination. The Agreement will become effective as to a Fund upon execution or, if later, on the date that initial capital for such Fund is first provided to it and, unless sooner terminated as provided herein, will continue in effect for two years from the effective date of the initial Investment Sub-Advisory Agreement with regard to all Fund(s) covered by this Agreement. Thereafter, if not terminated as to a Fund, this Agreement will continue from year to year through June 30^thof each successive year following the initial two year period, for each Fund covered by this Agreement, as listed on Schedule A, provided that such continuation is specifically approved at least annually by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust, or of the Adviser, or of the Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, on sixty days’ written notice by the Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms as in the 1940 Act.) Section 10 and 11 herein shall survive the termination of this Agreement.

C-11

Delete the first paragraph of Section 15. “Confidential Treatment” in its entirety, and replace it with the following:

15. Confidential Treatment. All information and advice furnished by one party to the other party (including their respective agents, employees, and representatives and the agents, employees, and representatives of any affiliates) hereunder shall be treated as confidential and shall not be disclosed to third parties, except as may be necessary to comply with applicable laws, rules and regulations, subpoenas, court orders, and as required in the administration and management of the Funds. It is understood and agreed that information, including, but not limited to, securities selection or recommendations supplied by, or produced by, Sub-Adviser in connection with the performance of its obligations hereunder, the identity of the portfolio holdings of the Fund, systems and processes utilized by the Adviser and the Trust, and nonpublic information related to the Trust and its shareholders (collectively, “Confidential Information”) are to be regarded as confidential and for use only as required for the provision of investment management and related services to the Fund. Each party hereto agrees that:

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

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed as of this 26 day of June 2013, effective May 30, 2013.

Jackson National Asset Management, LLC

Franklin Advisers, Inc.

By:

/s/ Mark D. Nerud

By:

/s/ Edward B. Jamieson

Name:

Mark D. Nerud

Name:

Edward B. Jamieson

Title:

President and CEO

Title:

President & Chief Investment Officer

C-12

Amendment

to Amended and Restated

Investment Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and Franklin Advisers, Inc.

Whereas, the Adviser and the Sub-Adviser entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1^stday of December, 2012, as amended May 30, 2013 (“Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (“Funds”) of JNL Series Trust (“Trust”), as listed on Schedule A to the Agreement.

Whereas, the parties have agreed to amend the following section of the Agreement:

Section 12. “Duration and Termination”

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

Delete Section 12. “Duration and Termination” in its entirety, and replace with the following:

12.

Duration and Termination. The Agreement will become effective as to a Fund upon execution or, if later, on the date that initial capital for such Fund is first provided to it and, unless sooner terminated as provided herein, will continue in effect for two years from the effective date of the initial Investment Sub-Advisory Agreement with regard to all Fund(s) covered by this Agreement. Thereafter, if not terminated as to a Fund, this Agreement will continue from year to year through September 30^thof each successive year following the initial two year period, for each Fund covered by this Agreement, as listed on Schedule A, provided that such continuation is specifically approved at least annually by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund(s), and in either event approved also by a majority of the Trustees of the Trust who are not interested persons of the Trust, or of the Adviser, or of the Sub-Adviser. Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, on sixty days’ written notice by the Trust or Adviser, or on sixty days’ written notice by the Sub-Adviser. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms as in the 1940 Act.) Section 10 and 11 herein shall survive the termination of this Agreement.

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

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed as of this 18 day of June 2014, effective June 4, 2014.

Jackson National Asset Management, LLC

Franklin Advisers, Inc.

By:

/s/ Mark D. Nerud

By:

/s/ Michael McCarthy

Name:

Mark D. Nerud

Name:

Michael McCarthy

Title:

President and CEO

Title:

Senior VP

C-13

Amendment

to Amended and Restated

Investment Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and Franklin Advisers, Inc.

Whereas, the parties have agreed to amend the following section of the Agreement:

Section 3. “Management”.

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

The following shall be inserted as sub-paragraph n) in Section 3. “Management” under the heading entitled: “The Sub-Adviser further agrees that it:”

at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses, and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. The Sub-Adviser shall, at its expense, bear reasonable and necessary legal costs paid by the Adviser resulting from litigation arising from or pertaining to the Sub-Adviser’s investment advisory services that require the involvement or participation of the Adviser, the Fund, and/or any Trustee of the Fund. The Adviser shall, at its expense, bear any reasonable and necessary legal costs suffered by the Sub-Adviser resulting from litigation arising from or pertaining to: (1) the Adviser’s investment advisory services, or (2) the Sub-Adviser’s services to the Fund, that require the involvement or participation of the Sub-Adviser or its officers or directors. A party’s aggregate liability to the other for all costs under this section shall not exceed $50,000 per Fund for each such litigation or $250,000 for all such litigations occurring within any twelve month period, or another amount as mutually agreed by the parties. Notwithstanding the foregoing, the limitations of liability set forth above shall not apply to any indemnification obligations hereunder.

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed and effective as of August 31, 2016.

Jackson National Asset Management, LLC

Franklin Advisers, Inc.

By:

/s/ Mark D. Nerud

By:

/s/ Matt Quinlan

Name:

Mark D. Nerud

Name:

Matt Quinlan

Title:

President and CEO

Title:

Portfolio Manager

C-14

Amendment

to Amended and Restated

Investment Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and Franklin Advisers, Inc.

Whereas, the Adviser and the Sub-Adviser entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1^stday of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (“Funds”) of JNL Series Trust (“Trust”), as listed on Schedule A to the Agreement.

Whereas, pursuant to the Agreement, the Adviser agreed to pay the Sub-Adviser for the services provided and the expenses assumed by the Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and the Sub-Adviser agreed to accept such sub-advisory fee as full compensation under the Agreement for such services and expenses.

Whereas, the Adviser and the Sub-Adviser have agreed to amend the sub-advisory fees as set forth on Schedule B to the Agreement to reflect fee reductions for the JNL/Franklin Templeton Global Multisector Bond Fund, effective September 19, 2016.

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

Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated September 19, 2016, attached hereto.

Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

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.

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

In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed, effective as of September 19, 2016.

Jackson National Asset Management, LLC		Franklin Advisers, Inc.

By:	/s/ Mark D. Nerud	By:	/s/ Matthew D. Quinlan
Name:	Mark D. Nerud	Name:	Matthew D. Quinlan
Title:	President and CEO	Title:	Vice President, Portfolio Manager

C-15

Schedule B

September 19, 2016

(Compensation)

JNL/Franklin Templeton Income Fund

Average Daily Net Assets

Annual Rate

$0 to $50 million

0.625%

$50 million to $200 million

0.465%

$200 million to $500 million

0.375%

Amounts over $500 million

0.350%

JNL/Franklin Templeton Global Multisector Bond Fund

Average Daily Net Assets

Annual Rate

$0 to $1 billion

0.35%

Amounts over $1 billion

0.30%

C-16

Amendment

to Amended and Restated

Investment Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and Franklin Advisers, Inc.

[4/29/2019 AMENDMENT to be provided]

C-17

APPENDIX D

Amended and Restated

Administration Agreement

This Agreement is effective as of the 1^st day of July, 2013, between JNL Series Trust, a Massachusetts business trust (“Trust”), and Jackson National Asset Management, LLC, a Michigan limited liability company (“Administrator”).

Whereas, the Trust and the Administrator previously entered into an Amended and Restated Administration Agreement dated as of February 28, 2012, which has since been amended by amendments (1) executed as of March 15, 2012, dated as of April 30, 2012, (2) executed as of June 15, 2012, effective as of March 1, 2012, and (3) executed as of November 30, 2012, dated as of April 29, 2013;

Whereas, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company and has established several separate series of shares (each, a “Fund”), with each Fund having its own assets and investment policies; and

Whereas, the Trust desires to retain the Administrator to furnish administrative services to each Fund listed in Schedule A attached hereto, and to such other series of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter “Fund” shall refer to each Fund which is subject to this Agreement and all agreements and actions described herein to be made or taken by a Fund shall be made or taken by the Trust on behalf of the Fund), and the Administrator is willing to furnish such services.

Now, Therefore, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. Services Of The Administrator

1.1 Administrative Services. The Administrator shall supervise each Fund’s business and affairs and shall provide such services required for effective administration of such Fund as are not provided by employees or other agents engaged by the Trust; provided, that the Administrator shall not have any obligation to provide under this Agreement any direct or indirect services to a Fund’s shareholders, any services related to the distribution of a Fund’s shares, or any other services that are the subject of a separate agreement or arrangement between a Fund and the Administrator. Subject to the foregoing, in providing administrative services hereunder, the Administrator shall:

1.1.1 Office Space, Equipment and Facilities. Furnish without cost to each Fund, or pay the cost of, such office space, office equipment and office facilities as are adequate for the Funds’ needs;

1.1.2 Personnel. Provide, without remuneration from or other cost to each Fund, the services of individuals competent to perform all of the Funds’ executive, administrative and clerical functions that are not performed by employees or other agents engaged by the Fund or by the Administrator acting in some other capacity pursuant to a separate agreement or arrangement with the Fund;

1.1.3 Agents. Assist each Fund in selecting and coordinating the activities of the other agents engaged by the Fund, including the Funds’ custodian, independent auditors and legal counsel;

1.1.4 Trustees and Officers. Authorize and permit the Administrator’s directors, officers or employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust or any Fund;

1.1.5 Books and Records. Ensure that all financial, accounting and other records required to be maintained and preserved by each Fund are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations; and

1.1.6 Reports and Filings. Prepare, coordinate and finalize all periodic reports by each Fund to shareholders of such Fund and all reports and filings required to maintain the registration and qualification of the Fund and the Fund’s shares, including the continuous public sale of shares of each Fund, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.

D-1

2. Expenses Of Each Fund

2.1 Expenses to Be Paid by the Administrator. If the Administrator pays or assumes any expenses of the Trust or a Fund not required to be paid or assumed by the Administrator under this Agreement, the Administrator shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Administrator of any obligation to the Trust or to a Fund under any separate agreement or arrangement between the parties.

2.1.1 Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of its cash, securities, and other property, except overdraft charges and interest expense;

2.1.2 Shareholder Servicing. All expenses of maintaining and servicing shareholder accounts, including, but not limited to, the charges of any shareholder servicing agent, dividend disbursing agent or other agent engaged by a Fund to service shareholder accounts;

2.1.3 Shareholder Reports. All expenses of preparing, setting type, printing and distributing reports and other communications to shareholders of a Fund;

2.1.4 Prospectuses. All expenses of preparing, setting in type, printing and mailing annual or more frequent revisions of a Fund’s Prospectus and SAI and any supplements thereto and of supplying them to shareholders of the Fund and Account holders;

2.1.5 Fund Accounting Services and Fund Valuation. All expenses for fund accounting services to compute a Fund’s NAV per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Funds’ investments;

2.1.6 Communications. All charges for equipment or services used for communications between the Administrator or the Fund and any custodian, shareholder servicing agent, accounting services agent, or other agent engaged by a Fund;

2.1.7 Legal and Accounting Fees. All charges for services and expenses of the Fund's legal counsel and independent auditors excluding, however, the charges for services and expenses of independent legal counsel to the Trustees who are not “interested persons” (as such term is defined under Section 2(a)(19) of the 1940 Act, of the Funds (the “Disinterested Trustees”). In addition, all audit and tax return related charges and expenses;

2.1.8 Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitation therefor;

2.1.9 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees, including, without limitation, such bond, liability and other insurance expense that may from time to time be allocated to the Fund in a manner approved by the Trustees, excluding, however, the expenses of the Trustees’ Errors & Omission policy;

2.1.10 Trade Association Fees. Its proportionate share of all fees, dues and other expenses incurred in connection with the Trust’s membership in any trade association or other investment organization;

2.1.11 Lipper Expenses. All charges for services and expenses for Lipper reports as requested or used by the Trustees;

2.1.12 Proxy Expenses. All charges for services and expenses paid to a third party for proxy expenses related to Form N-PX reporting and compliance;

2.1.13 JNAM Chief Compliance Officer and Compliance Staff. For all expenses related to his/her position as JNAM’s Chief Compliance Officer and for a portion of the expenses related to any compliance staffing, as approved by the Disinterested Trustees; and

2.1.14 Salaries. All salaries, expenses and fees of the officers, trustees, or employees of the Trust who are officers, directors or employees of the Administrator.

2.2 Expenses to Be Paid by the Funds. Each Fund shall bear all expenses of its operation, except those specifically allocated to the Administrator under this Agreement or under any separate agreement between such Fund and the Administrator. Expenses to be borne by such Fund shall include both expenses directly attributable to the operation of that Fund and the offering of its shares, as well as the portion of any expenses of the Trust that is properly allocable to such Fund in a manner approved by the Trustees. Subject to any separate agreement or arrangement between the Trust or a Fund and the Administrator, the expenses hereby allocated to each Fund, and not to the Administrator, include, but are not limited to:

2.2.1 Registration Fees. All fees and expenses of registering and maintaining the registration of the Trust and each Fund under the 1940 Act and the registration of each Fund’s shares under the Securities Act of 1933, as amended (the “1933 Act”), or all fees and expenses of registering and maintaining the registration of the Trust and each Fund under the laws and regulations of foreign countries in which the Funds may invest, fees and expenses paid to the Public Company Accounting Oversight Board and any fees for CUSIP number registration;

D-2

2.2.2 Brokerage Commissions. All brokers’ commissions and other charges incident to the purchase, sale or lending of a Fund’s securities;

2.2.3 Taxes. All taxes or governmental fees or accounting related services payable by or with respect to a Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes;

2.2.4 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Fund is a party and the expenses a Fund may incur as a result of its legal obligation to provide indemnification to the Trust’s officers, Trustees and agents;

2.2.5 Investment Advisory Services. Any fees and expenses for investment advisory services that may be incurred or contracted for by a Fund;

2.2.6 Independent Legal Counsel to Disinterested Trustees. All charges for services and expenses of independent legal counsel to the Disinterested Trustees;

2.2.7 Trustees' Fees and Expenses. All compensation of Trustees, all expenses incurred in connection with such Trustees' services as Trustees, and all other expenses of meetings of the Trustees or committees thereof;

2.2.8 Rule 12b-1 Fees. All fees paid to the Funds’ distributor pursuant to a Distribution Plan in accordance with Rule 12b-1 under the 1940 Act;

2.2.9 License Fees. All license fees for the Funds;

2.2.10 Funds’ Chief Compliance Officer and Compliance Staff. For all expenses related to his/her position as the Fund’s Chief Compliance Officer and for a portion of the expenses related to any compliance staffing as agreed to by the Disinterested Trustees;

2.2.11 Trustees Errors and Omission Policy. For all expenses of the Trustees’ Errors & Omission policy;

2.2.12 Anti-Money Laundering (“AML”) Service Fee. For all expenses related to AML Services paid to Jackson National Life Insurance Company;

2.2.13 Short Sales. All costs associated with a Fund’s short sales on equity securities, including but not limited to dividend expenses and interest;

2.2.14 JNL/Franklin Templeton Mutual Shares Fund. Reasonable legal fees associated with litigation against any issuer brought by the Fund’s sub-adviser on behalf of the Fund and other expenses associated with the Fund’s investment; and

2.2.15. Borrowing. All costs and expenses that may be incurred by a Fund related to borrowing money, including interest expenses.

3. Administration Fee

3.1 Fee. As compensation for services performed and the facilities and personnel provided by the Administrator under this Agreement, the Trust will pay to the Administrator a single unified fee, accrued daily and payable monthly on the average daily net assets in each Fund, in accordance with Schedule B hereto; provided that, in the case of each Fund identified in Schedule C hereto that has a wholly owned subsidiary (which subsidiary is obligated to pay an administration fee to the Administrator), 1) the Fund’s average daily net assets for purposes of the foregoing shall include the average daily net assets of its subsidiary and 2) the fee payable hereunder with respect to that Fund, as calculated pursuant to the foregoing, shall be reduced by the amount of the administration fee paid to the Administrator by its subsidiary under the applicable Administration Agreement. Accordingly, with respect to each such Fund and its subsidiary, the Administrator shall receive the same aggregate fee under this Agreement and the Administration Agreement with that subsidiary as if the subsidiary’s assets were directly held by the Fund.

3.2 Computation and Payment of Fee. The administration fee shall accrue on each calendar day; and shall be payable monthly on the first business day of the next succeeding calendar month.

4. Ownership Of Records

All records required to be maintained and preserved by each Fund pursuant to the provisions or rules or regulations of the Securities and Exchange Commission (“SEC”) under section 31(a) of the 1940 Act and maintained and preserved by the Administrator on behalf of such Fund are the property of such Fund and shall be surrendered by the Administrator promptly on request by the Fund; provided, that the Administrator may at its own expense make and retain copies of any such records.

D-3

5. Reports To Administrator

If necessary, the Trust shall furnish or otherwise make available to the Administrator such copies of each Fund’s Prospectus, SAI, financial statements, proxy statements, reports, and other information relating to its business and affairs as the Administrator may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

6. Reports To Each Fund

The Administrator shall prepare and furnish to the Trust with respect to each Fund such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7. Ownership Of Software And Related Materials

All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and neither the Trust nor any Fund will acquire any ownership interest therein or property rights with respect thereto.

8. Confidentiality

8.1 The Administrator agrees, on its own behalf and on behalf of its directors, officers, employees, agents and contractors, to keep confidential any and all records maintained and other information obtained hereunder which relate to any Fund or to any of a Fund’s former, current or prospective shareholders, except that the Administrator may deliver records or divulge information (a) when requested to do so by duly constituted authorities after prior notification to and approval in writing by such Fund (which approval will not be unreasonably withheld and may not be withheld by such Fund where the Administrator advises such Fund that it may be exposed to civil or criminal contempt proceeding or other penalties for failure to comply with such request) or (b) whenever requested in writing to do so by such Fund.

8.2 The Administrator agrees to keep confidential all information (whether written or oral), ideas, techniques, and materials supplied by the other party, and shall not distribute the same to any other parties, at any time, except with the express written consent of the other party. The Administrator agrees to discontinue use of and destroy, where applicable, all information, ideas, techniques, and materials supplied by the other party upon termination of this Agreement. The Administrator acknowledges that certain information made available to the other party may be deemed nonpublic personal information under the Gramm-Leach-Bliley Act or other federal and state privacy laws and the regulations promulgated thereunder (collectively, “Privacy Laws”). The Administrator agrees: (a) not to disclose or use such information except as required to carry out its duties under this Agreement or as otherwise permitted by the Privacy Laws; (b) to establish and maintain written procedures and physical safeguards reasonably designed to insure the security and privacy of all such information; and (c) to cooperate with the other party and provide reasonable assistance in ensuring compliance of such Privacy Laws to the extent applicable to either party.

9. The Administrator’s Actions In Reliance On Funds’ Instructions, Legal Opinions, Etc.; Funds’ Compliance With Laws.

9.1 The Administrator may at any time apply to an officer of the Trust for instructions, and may consult with legal counsel for a Fund or with the Administrator’s own legal counsel, in respect of any matter arising in connection with this Agreement; and the Administrator shall not be liable for any action taken or omitted to be taken in good faith and with due care in accordance with such instructions or with the advice or opinion of such legal counsel. The Administrator shall be protected in acting upon any such instructions, advice, or opinion and upon any other paper or document delivered by a Fund or such legal counsel which the Administrator believes to be genuine and to have been signed by the proper person or persons, and the Administrator shall not be held to have notice of any change of status or authority of any officer or representative of the Trust, until receipt of written notice thereof from the Trust.

9.2 Except as otherwise provided in this Agreement or in any separate agreement between the parties and except for the accuracy of information furnished to each Fund by the Administrator, each Fund assumes full responsibility for the preparation, contents, filing and distribution of its Prospectus and SAI.

10. Services To Other Clients

Nothing herein contained shall limit the freedom of the Administrator or any affiliated person of the Administrator to render administrative or shareholder services to other investment companies, to act as administrator to other persons, firms, or corporations, or to engage in other business activities.

D-4

11. Limitation Of Liability Regarding The Trust

The Administrator shall look only to the assets of each Fund for performance of this Agreement by the Trust on behalf of such Fund, and neither the Trustees of the Trust nor any of the Trust’s officers, employees or agents, whether past, present or future shall be personally liable therefor.

12. Indemnification By Fund

Each Fund shall indemnify the Administrator and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Administrator that result from (i) any claim, action, suit or proceeding in connection with the Administrator’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by the Administrator in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of the Administrator upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; provided, that the Administrator shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Administrator or its employees, agents or contractors. Before confessing any claim against it which may be subject to indemnification by a Fund hereunder, the Administrator shall give such Fund reasonable opportunity to defend against such claim in its own name or in the name of the Administrator.

13. Indemnification By The Administrator

The Administrator shall indemnify each Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by such Fund which result from (i) the Administrator’s failure to comply with the terms of this Agreement with respect to such Fund; or (ii) the Administrator’s lack of good faith in performing its obligations hereunder with respect to such Fund; or (iii) the Administrator’s negligence or misconduct or its employees, agents or contractors in connection herewith with respect to such Fund. A Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Fund or its employees, agents or contractors other than the Administrator, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Fund shall give the Administrator reasonable opportunity to defend against such claim in its own name or the name of the Fund.

14. Effect Of Agreement

Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust Instrument or By-laws of the Trust or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the business and affairs of the Fund or the Trust.

15. Term Of Agreement

D-5

16. Amendment Or Assignment Of Agreement

Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Fund (i) by resolution of the Trustees, including the vote or written consent of a majority of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of such Fund.

This Agreement shall terminate automatically and immediately in the event of its assignment; provided, that with the consent of a Fund, the Administrator may subcontract to another person any of its responsibilities with respect to such Fund.

17. Termination Of Agreement

This Agreement may be terminated at any time by either party hereto, without the payment of any penalty, upon at least sixty days’ prior written notice to the other party; provided, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trustees, including the vote or written consent of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of such Fund.

18. Use Of Name

Each Fund hereby agrees that if the Administrator shall at any time for any reason cease to serve as administrator to a Fund, such Fund shall, if and when requested by the Administrator, thereafter refrain from using the name “Jackson National Asset Management, LLC” or the initials “JNAM” in connection with its business or activities, and the foregoing agreement of each Fund shall survive any termination of this Agreement and any extension or renewal thereof.

19. Interpretation And Definition Of Terms

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and affiliated person,” as used in this Agreement shall have the meanings assigned to them by section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

20. Choice Of Law

This Agreement is made and to be principally performed in the State of Illinois, and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois.

21. Captions

The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

22. Execution On Counterparts

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

D-6

In Witness Whereof, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.

		JNL Series Trust

Attest:	/s/ Norma M. Mendez	By:	/s/ Kelly L. Crosser
Printed Name: Norma M. Mendez		Name:	Kelly L. Crosser
		Title:	Assistant Secretary

		Jackson National Asset Management, LLC

Attest:	/s/ Norma M. Mendez	By:	/s/ Mark D. Nerud
Printed Name: Norma M. Mendez		Name:	Mark D. Nerud
		Title:	President and CEO

D-7

Schedule A

July 1, 2013

Funds

JNL/American Funds Balanced Allocation Fund

JNL/American Funds Blue Chip Income and Growth Fund

JNL/American Funds Global Bond Fund

JNL/American Funds Global Small Capitalization Fund

JNL/American Funds Growth Allocation Fund

JNL/American Funds Growth-Income Fund

JNL/American Funds International Fund

JNL/American Funds New World Fund

JNL/AQR Managed Futures Strategy Fund

JNL/BlackRock Commodity Securities Strategy Fund

JNL/BlackRock Global Allocation Fund

JNL/Brookfield Global Infrastructure Fund

JNL/Capital Guardian Global Diversified Research Fund

JNL/Capital Guardian Global Balanced Fund

JNL/DFA U.S. Core Equity Fund

JNL/Eagle SmallCap Equity Fund

JNL/Eastspring Investments Asia ex-Japan Fund

JNL/Eastspring Investments China-India Fund

JNL/Franklin Templeton Founding Strategy Fund

JNL/Franklin Templeton Global Growth Fund

JNL/Franklin Templeton Global Multisector Bond Fund

JNL/Franklin Templeton Income Fund

JNL/Franklin Templeton International Small Cap Growth Fund

JNL/Franklin Templeton Mutual Shares Fund

JNL/Franklin Templeton Small Cap Value Fund

JNL/Goldman Sachs Core Plus Bond Fund

JNL/Goldman Sachs Emerging Markets Debt Fund

D-8

Funds

JNL/Goldman Sachs Mid Cap Value Fund

JNL/Goldman Sachs U.S. Equity Flex Fund

JNL Institutional Alt 20 Fund

JNL Institutional Alt 35 Fund

JNL Institutional Alt 50 Fund

JNL Institutional Alt 65 Fund

JNL/Invesco International Growth Fund

JNL/Invesco Large Cap Growth Fund

JNL/Invesco Global Real Estate Fund

JNL/Invesco Small Cap Growth Fund

JNL/Ivy Asset Strategy Fund

JNL/JPMorgan International Value Fund

JNL/JPMorgan MidCap Growth Fund

JNL/JPMorgan U.S. Government & Quality Bond Fund

JNL/Lazard Emerging Markets Fund

JNL/Lazard Mid Cap Equity Fund

JNL/M&G Global Basics Fund

JNL/M&G Global Leaders Fund

JNL/Mellon Capital Bond Index Fund

JNL/Mellon Capital Dow Jones U.S.

Contrarian Opportunities Index Fund

JNL/Mellon Capital Emerging Markets Index Fund

JNL/Mellon Capital European 30 Fund

JNL/Mellon Capital Global Alpha Fund

JNL/Mellon Capital Index 5 Fund

JNL/Mellon Capital International Index Fund

JNL/Mellon Capital Pacific Rim 30 Fund

JNL/Mellon Capital Small Cap Index Fund

JNL/Mellon Capital 10 x 10 Fund

D-9

Funds

JNL/Mellon Capital S&P 500 Index Fund

JNL/Mellon Capital S&P 400 MidCap Index Fund

JNL/Mellon Capital Utilities Sector Fund

JNL/Morgan Stanley Mid Cap Growth Fund

JNL/Neuberger Berman Strategic Income Fund

JNL/Oppenheimer Global Growth Fund

JNL/PPM America Floating Rate Income Fund

JNL/PIMCO Real Return Fund

JNL/PIMCO Total Return Bond Fund

JNL/PPM America High Yield Bond Fund

JNL/PPM America Mid Cap Value Fund

JNL/PPM America Small Cap Value Fund

JNL/PPM America Value Equity Fund

JNL/Red Rocks Listed Private Equity Fund

JNL/T. Rowe Price Established Growth Fund

JNL/T. Rowe Price Mid-Cap Growth Fund

JNL/T. Rowe Price Short-Term Bond Fund

JNL/T. Rowe Price Value Fund

JNL/WMC Balanced Fund

JNL/WMC Money Market Fund

JNL/WMC Value Fund

JNL/S&P Managed Growth Fund

JNL/S&P Managed Conservative Fund

JNL/S&P Managed Moderate Growth Fund

JNL/S&P Managed Moderate Fund

JNL/S&P Managed Aggressive Growth Fund

JNL/S&P Competitive Advantage Fund

JNL/S&P Dividend Income & Growth Fund

D-10

Funds

JNL/S&P Intrinsic Value Fund

JNL/S&P Total Yield Fund

JNL/S&P 4 Fund

JNL/UBS Large Cap Select Growth Fund

JNL Disciplined Moderate Fund

JNL Disciplined Moderate Growth Fund

JNL Disciplined Growth Fund

D-11

Schedule B

July 1, 2013

Class A & B Shares

Funds

Assets

Fee

JNL/American Funds Balanced Allocation Fund

All Assets

.15%

JNL/American Funds Blue Chip Income and Growth Fund

All Assets

.15%

JNL/American Funds Global Bond Fund

All Assets

.15%

JNL/American Funds Global Small Capitalization Fund

All Assets

.15%

JNL/American Funds Growth Allocation Fund

All Assets

.15%

JNL/American Funds Growth-Income Fund

All Assets

.15%

JNL/American Funds International Fund

All Assets

.15%

JNL/American Funds New World Fund

All Assets

.15%

JNL/AQR Managed Futures Strategy Fund

All Assets

.20%

JNL/BlackRock Commodity Securities Strategy Fund

All Assets

.15%

JNL/BlackRock Global Allocation Fund

All Assets

.15%

JNL/Brookfield Global Infrastructure Fund

All Assets

.15%

JNL/Capital Guardian Global Diversified Research Fund

All Assets

.15%

JNL/Capital Guardian Global Balanced Fund

All Assets

.15%

JNL/DFA U.S. Core Equity Fund

All Assets

.10%

JNL/Eagle SmallCap Equity Fund

All Assets

.10%

JNL/Eastspring Investments Asia ex-Japan Fund

All Assets

.15%

JNL/Eastspring Investments China-India Fund

All Assets

.20%

JNL/Franklin Templeton Founding Strategy Fund

All Assets

.05%

JNL/Franklin Templeton Global Growth Fund

All Assets

.15%

JNL/Franklin Templeton Global Multisector Bond Fund

All Assets

.15%

JNL/Franklin Templeton International Small Cap Growth Fund

All Assets

.15%

JNL/Franklin Templeton Income Fund

All Assets

.10%

JNL/Franklin Templeton Mutual Shares Fund

All Assets

.10%

JNL/Franklin Templeton Small Cap Value Fund

All Assets

.10%

JNL/Goldman Sachs Core Plus Bond Fund

All Assets

.10%

D-12

Funds

Assets

Fee

JNL/Goldman Sachs Emerging Markets Debt Fund

All Assets

.15%

JNL/Goldman Sachs Mid Cap Value Fund

All Assets

.10%

JNL/Goldman Sachs U.S. Equity Flex Fund

All Assets

.15%

JNL Institutional Alt 20 Fund

All Assets

.05%

JNL Institutional Alt 35 Fund

All Assets

.05%

JNL Institutional Alt 50 Fund

All Assets

.05%

JNL Institutional Alt 65 Fund

All Assets

.05%

JNL/Invesco International Growth Fund

All Assets

.15%

JNL/Invesco Large Cap Growth Fund

All Assets

.10%

JNL/Invesco Global Real Estate Fund

All Assets

.15%

JNL/Invesco Small Cap Growth Fund

All Assets

.10%

JNL/Ivy Asset Strategy Fund

All Assets

.15%

JNL/JPMorgan International Value Fund

All Assets

.15%

JNL/JPMorgan U.S. Government & Quality Bond Fund

All Assets

.10%

JNL/JPMorgan MidCap Growth Fund

All Assets

.10%

JNL/Lazard Emerging Markets Fund

All Assets

.15%

JNL/Lazard Mid Cap Equity Fund

All Assets

.10%

JNL/M&G Global Basics Fund

All Assets

.15%

JNL/M&G Global Leaders Fund

All Assets

.15%

JNL/Mellon Capital Bond Index Fund

All Assets

.10%

JNL/Mellon Capital Dow Jones U.S. Contrarian Opportunities Index Fund

All Assets

.15%

JNL/Mellon Capital Emerging Markets Index Fund

All Assets

.15%

JNL/Mellon Capital European 30 Fund

All Assets

.20%

JNL/Mellon Capital Global Alpha Fund

All Assets

.15%

JNL/Mellon Capital Index 5 Fund

All Assets

.05%

JNL/Mellon Capital International Index Fund

All Assets

.15%

JNL/Mellon Capital Pacific Rim 30 Fund

All Assets

.20%

JNL/Mellon Capital Small Cap Index Fund

All Assets

.10%

JNL/Mellon Capital 10 x 10 Fund

All Assets

.05%

D-13

Funds

Assets

Fee

JNL/Mellon Capital S&P 500 Index Fund

All Assets

.10%

JNL/Mellon Capital S&P 400 MidCap Index Fund

All Assets

.10%

JNL/Mellon Capital Utilities Sector Fund

All Assets

.15%

JNL/Morgan Stanley Mid Cap Growth Fund

All Assets

.15%

JNL/Neuberger Berman Strategic Income Fund

All Assets

.15%

JNL/Oppenheimer Global Growth Fund

All Assets

.15%

JNL/PIMCO Real Return Fund

All Assets

.10%

JNL/PIMCO Total Return Bond Fund

All Assets

.10%

JNL/PPM America Floating Rate Income Fund

All Assets

.15%

JNL/PPM America High Yield Bond Fund

All Assets

.10%

JNL/PPM America Mid Cap Value Fund

All Assets

.10%

JNL/PPM America Small Cap Value Fund

All Assets

.10%

JNL/PPM America Value Equity Fund

All Assets

.10%

JNL/Red Rocks Listed Private Equity Fund

All Assets

.15%

JNL/T. Rowe Price Established Growth Fund

All Assets

.10%

JNL/T. Rowe Price Mid-Cap Growth Fund

All Assets

.10%

JNL/T. Rowe Price Short-Term Bond Fund

All Assets

.10%

JNL/T. Rowe Price Value Fund

All Assets

.10%

JNL/WMC Balanced Fund

All Assets

.10%

JNL/WMC Money Market Fund

All Assets

.10%

JNL/WMC Value Fund

All Assets

.10%

JNL/S&P Managed Growth Fund

All Assets

.05%

JNL/S&P Managed Conservative Fund

All Assets

.05%

JNL/S&P Managed Moderate Growth Fund

All Assets

.05%

JNL/S&P Managed Moderate Fund

All Assets

.05%

JNL/S&P Managed Aggressive Growth Fund

All Assets

.05%

JNL/S&P Competitive Advantage Fund

All Assets

.10%

JNL/S&P Dividend Income & Growth Fund

All Assets

.10%

JNL/S&P Intrinsic Value Fund

All Assets

.10%

D-14

Funds

Assets

Fee

JNL/S&P Total Yield Fund

All Assets

.10%

JNL/S&P 4 Fund

All Assets

.05%

JNL/UBS Large Cap Select Growth Fund

All Assets

.10%

JNL Disciplined Moderate Fund

All Assets

.05%

JNL Disciplined Moderate Growth Fund

All Assets

.05%

JNL Disciplined Growth Fund

All Assets

.05%

D-15

Schedule C

July 1, 2013

(List of Adviser’s Administration Agreements with Funds’ Subsidiaries)

Funds

Subsidiaries*

JNL/AQR Managed Futures Strategy Fund

JNL/AQR Managed Futures Strategy Fund, Ltd.

JNL/BlackRock Global Allocation Fund

JNL/BlackRock Global Allocation Fund Ltd.

JNL/BlackRock Commodity Securities Strategy Fund (formerly, JNL/BlackRock Commodity Securities Fund)

JNL/BlackRock Commodity Securities Strategy Fund Ltd.

JNL/Ivy Asset Strategy Fund

JNL/Ivy Asset Strategy Fund Ltd.

* The Administrator has entered into an Administration Agreement with each subsidiary – which is wholly owned by the Fund listed opposite its name – pursuant to which the subsidiary is obligated to pay an administration fee to the Administrator in the same amount as set forth in Schedule B for its parent Fund.

D-16

Amendment to

Amended and Restated Administration Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

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”).

Whereas, the Trust and the Administrator entered into an Amended and Restated Administration Agreement effective as of July 1, 2013 (“Agreement”), whereby the Administrator agreed to perform certain administrative services to several separate series of shares (each a “Fund”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the Trust and the Administrator have agreed to amend the Agreement.

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

1. Paragraph 2.1.7 of the Agreement is hereby deleted and replaced in its entirety with the following:

2.1.7 Legal and Accounting Fees. All charges for routine, day-to-day services and expenses of the Fund’s legal counsel and independent auditors excluding, however, the charges for services and expenses of independent legal counsel to the Trustees who are not “interested persons” (as such term is defined under Section 2(a)(19) of the 1940 Act) of the Funds (the “Disinterested Trustees”) and further excluding any charges for services and expenses of the Fund’s legal counsel and independent auditors in connection with nonrecurring and extraordinary expenses of the type described in Section 2.2.4 herein. In addition, all audit and tax return related charges and expenses;

2. Paragraph 2.2.4 of the Agreement is hereby deleted and replaced in its entirety with the following:

2.2.4 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise, including, but not limited to, the costs of actions, suits, or proceedings to which a Fund is a party, the expenses a Fund may incur as a result of its legal obligation to provide indemnification to the Trust’s officers, Trustees and agents, the costs associated with one-time transactions, such as terminating or merging a Fund, and any other expenses as approved by the Board of Trustees;

In Witness Whereof, the Administrator and the Trust have caused this Amendment to be executed as of September 5, 2013, effective as of September 5, 2013.

JNL Series Trust		Jackson National Asset Management, LLC

By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

D-17

Amendment to

Amended and Restated Administration Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

Whereas, the Trust and the Administrator entered into an Amended and Restated Administration Agreement effective as of July 1, 2013, as amended September 5, 2013, September 16, 2013 and April 28, 2014 (“Agreement”), whereby the Administrator agreed to perform certain administrative services to several separate series of shares (each a “Fund”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the parties have agreed to amend the following section of the Agreement:

Section 15. “Term of Agreement”.

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

Delete Section 15. “Term of Agreement” in its entirety, and replace it with the following:

15. Term Of Agreement

This Agreement will become effective as to the Trust upon execution or, if later, the date that initial capital for the Trust is first provided to it and, unless sooner terminated as provided herein, will continue in full force and effect for two years from the date of its execution. With regard to any Fund added to the Trust by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution. Thereafter, if not terminated as to a Fund, this Agreement will continue as to each Fund from year to year through September 30^th of each successive year, provided that such continuation is specifically approved at least annually (i) by the Trustees by vote cast in person at a meeting called for the purpose of voting on such renewal, or by the vote of a majority of the outstanding voting securities (as defined by the Act) of such Fund with respect to which renewal is to be effected, and (ii) by a majority of the non-interested Trustees by a vote cast in person at a meeting called for the purpose of voting on such renewal. Any approval of this Agreement or the renewal thereof with respect to a Fund by the vote of a majority of the outstanding voting securities of that Fund, or by the Trustees which shall include a majority of the non-interested Trustees, shall be effective to continue this Agreement with respect to that Fund notwithstanding (a) that this Agreement or the renewal thereof has not been so approved as to any other Fund, or (b) that this Agreement or the renewal thereof has not been so approved by the vote of a majority of the outstanding voting securities of the Trust as a whole. However, the addition or deletion of a Fund reflecting changes that have been formally approved by resolution by the Board of Trustees will not require approval of an amendment to this Agreement by the Board of Trustees.

In Witness Whereof, the Administrator and the Trust have caused this Amendment to be executed as of this 6th day of June 2014, effective June 4, 2014.

JNL Series Trust		Jackson National Asset Management, LLC

By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

D-18

Amendment to

Amended and Restated Administration Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

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

Whereas, the Trust and the Administrator (the “Parties”) entered into an Amended and Restated Administration Agreement effective as of July 1, 2013, as amended (the “Agreement”), whereby the Administrator agreed to provide certain administrative services to several separate series of shares (each a “Fund”) of the Trust, as listed on Schedule A of the Agreement.

Whereas, the Board of Trustees of the Trust has approved the following changes (collectively, the “Changes”), effective September 25, 2017:

Renaming all Class B share references to Class I shares.

Fund name changes for the following eight funds:

JNL Disciplined Moderate Fund to the JNL Moderate Growth Allocation Fund;

JNL Disciplined Moderate Growth Fund to the JNL Growth Allocation Fund;

JNL Disciplined Growth Fund to the JNL Aggressive Growth Allocation Fund;

JNL Institutional Alt 20 Fund to the JNL Institutional Alt 25 Fund;

JNL/American Funds Balanced Allocation Fund to the JNL/American Funds Moderate Growth Allocation Fund;

JNL/BlackRock Natural Resources Fund to the JNL/BlackRock Global Natural Resources Fund;

JNL/DFA Moderate Allocation Fund to the JNL/DFA Moderate Growth Allocation Fund; and

JNL/PIMCO Total Return Bond Fund to the JNL/DoubleLine^® Core Fixed Income Fund.

The addition of the following twenty-one new funds:

JNL/ClearBridge Large Cap Growth Fund;

JNL/GQG Emerging Markets Equity Fund;

JNL/Invesco Diversified Dividend Fund;

JNL S&P 500 Index Fund;

JNL/Mellon Capital S&P 1500 Growth Index Fund;

JNL/Mellon Capital S&P 1500 Value Index Fund;

JNL/Mellon Capital Consumer Staples Sector Fund;

JNL/Mellon Capital Industrials Sector Fund;

JNL/Mellon Capital Materials Sector Fund;

JNL/Mellon Capital Real Estate Sector Fund;

JNL/PIMCO Income Fund;

JNL/Vanguard Capital Growth Fund;

JNL/Vanguard Equity Income Fund;

JNL/Vanguard Global Bond Market Index Fund;

JNL/Vanguard Growth Allocation Fund.

JNL/Vanguard International Fund;

JNL/Vanguard International Stock Market Index Fund;

JNL/Vanguard Moderate Allocation Fund;

JNL/Vanguard Moderate Growth Allocation Fund;

JNL/Vanguard Small Company Growth Fund; and

JNL/Vanguard U.S. Stock Market Index Fund.

D-19

Fund mergers for the following three funds:

JNL Alt 65 Fund into the JNL Institutional Alt 50 Fund;

JNL Institutional Alt 35 Fund into the JNL Institutional Alt 20 Fund; and

JNL/Red Rocks Listed Private Equity Fund into the JNL/Harris Oakmark Global Equity Fund.

Administration fee Changes for the JNL/Westchester Capital Event Driven Fund.

Whereas, pursuant to approval of the Changes, as outlined above, the Parties have agreed to amend the Agreement, effective September 25, 2017, to:

Rename the Class B share reference, in the heading of Schedule B, to Class I.

Add the twenty-one new funds to Schedule A and Schedule B and add administration fees for each new fund to Schedule B.

Update the eight fund names, in Schedule A and Schedule B, for the fund name changes outlined above.

Remove the following three funds, in Schedule A and Schedule B, and each fund’s respective administration fees from Schedule B:

JNL Alt 65 Fund;

JNL Institutional Alt 35 Fund; and

JNL/Red Rocks Listed Private Equity Fund.

Update the administration fees, for the JNL/Westchester Capital Event Driven Fund, in Schedule B.

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

Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated September 25, 2017, attached hereto.

Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated September 25, 2017, attached hereto.

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

In Witness Whereof, the Administrator and the Trust have caused this Amendment to be executed, effective September 25, 2017.

JNL Series Trust		Jackson National Asset Management, LLC

By:	/s/ Kristen K. Leeman	By:	/s/ Mark D. Nerud
Name:	Kristen K. Leeman	Name:	Mark D. Nerud
Title:	Assistant Secretary	Title:	President and CEO

D-20

Schedule A

Dated September 25, 2017

(List of Funds)

Funds

JNL/American Funds Balanced Fund

JNL/American Funds Blue Chip Income and Growth Fund

JNL/American Funds Global Bond Fund

JNL/American Funds Global Small Capitalization Fund

JNL/American Funds Growth-Income Fund

JNL/American Funds International Fund

JNL/American Funds New World Fund

JNL Aggressive Growth Allocation Fund

JNL Growth Allocation Fund

JNL Moderate Growth Allocation Fund

JNL Institutional Alt 25 Fund

JNL Institutional Alt 50 Fund

JNL Multi-Manager Alternative Fund

JNL Multi-Manager Mid Cap Fund

JNL Multi-Manager Small Cap Growth Fund

JNL Multi-Manager Small Cap Value Fund

JNL/AB Dynamic Asset Allocation Fund

JNL/American Funds Growth Allocation Fund

JNL/American Funds Moderate Growth Allocation Fund

JNL/AQR Large Cap Relaxed Constraint Equity Fund

JNL/AQR Managed Futures Strategy Fund

JNL/BlackRock Global Allocation Fund

JNL/BlackRock Global Natural Resources Fund

JNL/BlackRock Large Cap Select Growth Fund

JNL/Boston Partners Global Long Short Equity Fund

JNL/Brookfield Global Infrastructure and MLP Fund

D-21

Funds

JNL/Causeway International Value Select Fund

JNL/ClearBridge Large Cap Growth Fund

JNL/Crescent High Income Fund

JNL/DFA Growth Allocation Fund

JNL/DFA Moderate Growth Allocation Fund

JNL/DFA U.S. Core Equity Fund

JNL/DoubleLine^®Core Fixed Income Fund

JNL/DoubleLine^®Emerging Markets Fixed Income Fund

JNL/DoubleLine^®Shiller Enhanced CAPE^® Fund

JNL/FPA + DoubleLine^® Flexible Allocation Fund

JNL/Franklin Templeton Founding Strategy Fund

JNL/Franklin Templeton Global Fund

JNL/Franklin Templeton Global Multisector Bond Fund

JNL/Franklin Templeton Income Fund

JNL/Franklin Templeton International Small Cap Growth Fund

JNL/Franklin Templeton Mutual Shares Fund

JNL/Goldman Sachs Core Plus Bond Fund

JNL/Goldman Sachs Emerging Markets Debt Fund

JNL/GQG Emerging Markets Equity Fund

JNL/Harris Oakmark Global Equity Fund

JNL/Invesco China-India Fund

JNL/Invesco Diversified Dividend Fund;

JNL/Invesco Global Real Estate Fund

JNL/Invesco International Growth Fund

JNL/Invesco Mid Cap Value Fund

JNL/Invesco Small Cap Growth Fund

JNL/JPMorgan MidCap Growth Fund

JNL/JPMorgan U.S. Government & Quality Bond Fund

D-22

Funds

JNL/Lazard Emerging Markets Fund

JNL/Mellon Capital 10 x 10 Fund

JNL/Mellon Capital Bond Index Fund

JNL/Mellon Capital Consumer Staples Sector Fund

JNL/Mellon Capital Emerging Markets Index Fund

JNL/Mellon Capital European 30 Fund

JNL/Mellon Capital Index 5 Fund

JNL/Mellon Capital Industrials Sector Fund

JNL/Mellon Capital International Index Fund

JNL/Mellon Capital Materials Sector Fund

JNL/Mellon Capital MSCI KLD 400 Social Index Fund

JNL/Mellon Capital Pacific Rim 30 Fund

JNL/Mellon Capital Real Estate Sector Fund

JNL/Mellon Capital S&P 400 MidCap Index Fund

JNL/Mellon Capital S&P 500 Index Fund

JNL S&P 500 Index Fund

JNL/Mellon Capital S&P 1500 Growth Index Fund

JNL/Mellon Capital S&P 1500 Value Index Fund

JNL/Mellon Capital Small Cap Index Fund

JNL/Mellon Capital Utilities Sector Fund

JNL/MFS Mid Cap Value Fund

JNL/MMRS Conservative Fund

JNL/MMRS Growth Fund

JNL/MMRS Moderate Fund

JNL/Neuberger Berman Strategic Income Fund

JNL/Oppenheimer Emerging Markets Innovator Fund

JNL/Oppenheimer Global Growth Fund

JNL/PIMCO Income Fund

D-23

Funds

JNL/PIMCO Real Return Fund

JNL/PPM America Floating Rate Income Fund

JNL/PPM America High Yield Bond Fund

JNL/PPM America Mid Cap Value Fund

JNL/PPM America Small Cap Value Fund

JNL/PPM America Total Return Fund

JNL/PPM America Value Equity Fund

JNL/Scout Unconstrained Bond Fund

JNL/T. Rowe Price Established Growth Fund

JNL/T. Rowe Price Mid-Cap Growth Fund

JNL/T. Rowe Price Short-Term Bond Fund

JNL/T. Rowe Price Value Fund

JNL/Westchester Capital Event Driven Fund

JNL/WMC Balanced Fund

JNL/WMC Government Money Market Fund

JNL/WMC Value Fund

JNL/S&P 4 Fund

JNL/S&P Competitive Advantage Fund

JNL/S&P Dividend Income & Growth Fund

JNL/S&P International 5 Fund

JNL/S&P Intrinsic Value Fund

JNL/S&P Managed Aggressive Growth Fund

JNL/S&P Managed Conservative Fund

JNL/S&P Managed Growth Fund

JNL/S&P Managed Moderate Fund

JNL/S&P Managed Moderate Growth Fund

JNL/S&P Mid 3 Fund

JNL/S&P Total Yield Fund

D-24

Funds

JNL/Vanguard Capital Growth Fund

JNL/Vanguard Equity Income Fund

JNL/Vanguard Global Bond Market Index Fund

JNL/Vanguard Growth Allocation Fund

JNL/Vanguard International Fund

JNL/Vanguard International Stock Market Index Fund

JNL/Vanguard Moderate Allocation Fund

JNL/Vanguard Moderate Growth Allocation Fund

JNL/Vanguard Small Company Growth Fund

JNL/Vanguard U.S. Stock Market Index Fund

D-25

Schedule B

Dated September 25, 2017

Class A Shares and Class I Shares

Funds

Assets

Fee

JNL/American Funds Balanced Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds Blue Chip Income and Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds Global Bond Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds Global Small Capitalization Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds Growth-Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds International Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds New World Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL Aggressive Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL Moderate Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL Institutional Alt 25 Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL Institutional Alt 50 Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL Multi-Manager Alternative Fund

$0 to $3 billion

Assets over $3 billion

.20%

.18%

JNL Multi-Manager Mid Cap Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL Multi-Manager Small Cap Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL Multi-Manager Small Cap Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/AB Dynamic Asset Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/American Funds Moderate Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/AQR Large Cap Relaxed Constraint Equity Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/AQR Managed Futures Strategy Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

D-26

Funds

Assets

Fee

JNL/BlackRock Global Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/BlackRock Global Natural Resources Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/BlackRock Large Cap Select Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Boston Partners Global Long Short Equity Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Brookfield Global Infrastructure and MLP Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Causeway International Value Select Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/ClearBridge Large Cap Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Crescent High Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/DFA Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/DFA Moderate Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/DFA U.S. Core Equity Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/DoubleLine^®Core Fixed Income Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/DoubleLine^®Emerging Markets Fixed Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/DoubleLine^®Shiller Enhanced CAPE^® Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/FPA + DoubleLine^® Flexible Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Franklin Templeton Founding Strategy Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/Franklin Templeton Global Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Franklin Templeton Global Multisector Bond Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Franklin Templeton Income Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Franklin Templeton International Small Cap Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Franklin Templeton Mutual Shares Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Goldman Sachs Core Plus Bond Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Goldman Sachs Emerging Markets Debt Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

D-27

Funds

Assets

Fee

JNL/GQG Emerging Markets Equity Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Harris Oakmark Global Equity Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Invesco China-India Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Invesco Diversified Dividend Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Invesco Global Real Estate Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Invesco International Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Invesco Mid Cap Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Invesco Small Cap Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/JPMorgan MidCap Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/JPMorgan U.S. Government & Quality Bond Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Lazard Emerging Markets Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital 10 x 10 Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/Mellon Capital Bond Index Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Mellon Capital Consumer Staples Sector Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital Emerging Markets Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital European 30 Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital Index 5 Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/Mellon Capital Industrials Sector Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital International Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital Materials Sector Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital MSCI KLD 400 Social Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital Pacific Rim 30 Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital Real Estate Sector Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

D-28

Funds

Assets

Fee

JNL/Mellon Capital S&P 400 MidCap Index Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Mellon Capital S&P 500 Index Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL S&P 500 Index Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Mellon Capital S&P 1500 Growth Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital S&P 1500 Value Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Mellon Capital Small Cap Index Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Mellon Capital Utilities Sector Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/MFS Mid Cap Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/MMRS Conservative Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/MMRS Growth Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/MMRS Moderate Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/Neuberger Berman Strategic Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Oppenheimer Emerging Markets Innovator Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Oppenheimer Global Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/PIMCO Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/PIMCO Real Return Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/PPM America Floating Rate Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/PPM America High Yield Bond Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/PPM America Mid Cap Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/PPM America Small Cap Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/PPM America Total Return Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/PPM America Value Equity Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Scout Unconstrained Bond Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

D-29

Funds

Assets

Fee

JNL/T. Rowe Price Established Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/T. Rowe Price Mid-Cap Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/T. Rowe Price Short-Term Bond Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/T. Rowe Price Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Westchester Capital Event Driven Fund

$0 to $3 billion

Assets over $3 billion

.10%

.08%

JNL/WMC Balanced Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/WMC Government Money Market Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/WMC Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/S&P 4 Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/S&P Competitive Advantage Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/S&P Dividend Income & Growth Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/S&P International 5 Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/S&P Intrinsic Value Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/S&P Managed Aggressive Growth Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/S&P Managed Conservative Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/S&P Managed Growth Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/S&P Managed Moderate Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/S&P Managed Moderate Growth Fund

$0 to $3 billion

Assets over $3 billion

.05%

.045%

JNL/S&P Mid 3 Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/S&P Total Yield Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

JNL/Vanguard Capital Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard Equity Income Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard Global Bond Market Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

D-30

Funds

Assets

Fee

JNL/Vanguard Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard International Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard International Stock Market Index Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard Moderate Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard Moderate Growth Allocation Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard Small Company Growth Fund

$0 to $3 billion

Assets over $3 billion

.15%

.13%

JNL/Vanguard U.S. Stock Market Index Fund

$0 to $3 billion

Assets over $3 billion

.10%

.09%

D-31

Amendment to

Amended and Restated Administration Agreement

Between JNL Series Trust and

Jackson National Asset Management, LLC

[4/29/2019 AMENDMENT to be provided]

D-32

EX-17 2 ex17_ftproxyviccard.htm

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

	EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours

		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours

		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

		VOTE IN PERSON Attend Shareholders Meeting 1 Corporate Way Lansing, MI 48951 on March 15, 2019

Please detach at perforation before mailing.

PROXY	JNL/FRANKLIN TEMPLETON FOUNDING STRATEGY FUND, A SERIES OF JNL SERIES TRUST
	THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
	SPECIAL MEETING OF SHAREHOLDERS – MARCH 15, 2019

The undersigned shareholder hereby appoints Susan S. Rhee and Kelly L. Crosser as proxies of the undersigned, with full power of substitution to each, and hereby authorizes each of them to represent the undersigned and to vote at the Special Meeting of Shareholders of JNL/Franklin Templeton Founding Strategy Fund (the “Fund”), a series of the JNL Series Trust, to be held at 1 Corporate Way, Lansing, Michigan 48951 on Friday, March 15, 2019 at 9:00 a.m. (Eastern Time) (the “Meeting”) and at any and all adjournments or postponements thereof, all shares of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. The undersigned hereby revokes any and all proxies with respect to such shares previously given by the undersigned. The undersigned acknowledges receipt of the Proxy Statement relating to the Meeting. This proxy may be revoked at any time prior to its exercise at the Meeting by execution of a subsequent proxy card, by written notice to the Fund, c/o Proxy Tabulator, P.O. Box 808000, Louisville, KY 40233-9890, or by voting at the Meeting.

The shares represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted FOR the proposals specified on the reverse side. This proxy also grants discretionary power to vote upon such other business as may properly come before the Meeting.

	VOTE VIA THE INTERNET: www.proxy-direct.com
	VOTE VIA TELEPHONE: 1-800-337-3503

PLEASE BE SURE TO SIGN, DATE AND MARK THIS PROXY CARD ON THE REVERSE SIDE

FTF_30380_121118

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders of the JNL/Franklin Templeton Founding Strategy Fund, a series of

JNL Series Trust,

To Be Held on March 15, 2019

The Proxy Statement for the Meeting and the accompanying Notice of Special Meeting of Shareholders and

the form of proxy card are available at https://www.proxy-direct.com/jac-30380

Please detach at perforation before mailing.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

A	Proposals THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE PROPOSALS.

		FOR	AGAINST	ABSTAIN
1.	To approve name, investment objective, investment strategy, and primary and secondary benchmark changes for the Fund.	☐	☐	☐

2.	To approve a proposed amendment to the Amended and Restated Investment Advisory and Management Agreement between the investment adviser, Jackson National Asset Management, LLC (“JNAM”), and the Trust, on behalf of the Fund.	☐	☐	☐

3.	To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Franklin Advisers, Inc. (“Franklin”), appointing Franklin as sub-adviser to the Fund.	☐	☐	☐

4.	To approve a proposed amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund.	☐	☐	☐

5.	To transact such other business as may properly come before the Meeting or any adjournments thereof.

B	Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below

Note:

Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) ─ Please print date below		Signature 1 ─ Please keep signature within the box		Signature 2 ─ Please keep signature within the box
/ /

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FTF1 30380

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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!

	EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours

		VOTE BY PHONE Call 1-866-298-8476 Follow the recorded instructions available 24 hours

		VOTE BY MAIL Vote, sign and date this Voting Instruction Card and return in the postage-paid envelope

		VOTE IN PERSON Attend Shareholders Meeting 1 Corporate Way Lansing, MI 48951 on March 15, 2019

Please detach at perforation before mailing.

	JNL/FRANKLIN TEMPLETON FOUNDING STRATEGY FUND, A SERIES OF JNL SERIES TRUST
	THESE INSTRUCTIONS ARESOLICITED ON BEHALF OF JACKSON NATIONAL LIFE INSURANCE COMPANY
	AND JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
	SPECIAL MEETING OF SHAREHOLDERS – MARCH 15, 2019

[INSURANCE COMPANY NAME DROP-IN]

The undersigned contract owner hereby instructs Jackson National Life Insurance Company and Jackson National Life Insurance Company of New York (each an “Insurance Company” and together the “Insurance Companies”) to vote all shares of JNL/Franklin Templeton Founding Strategy Fund (the "Fund"), a series of JNL Series Trust, attributable to his or her variable annuity contract or variable life insurance contract (“Variable Contract”) at the Special Meeting of Shareholders to be held at 1 Corporate Way, Lansing, Michigan 48951,on Friday, March 15, 2019 at 9:00 a.m. (Eastern time) (the “Meeting”) and at any and all adjournments or postponements thereof, in accordance with the following instruction. The undersigned hereby revokes any and all voting instructions with respect to such shares previously given by the undersigned. The undersigned acknowledges receipt of the Proxy Statement relating to the Meeting. The undersigned may revoke this voting instruction at any time prior to the date on which the Insurance Companies will exercise voting instructions, March 13, 2019, by execution of subsequent voting instructions, c/o Proxy Tabulator, P.O. Box 808000, Louisville, KY 40233-9890, or by appearing and providing voting instructions in person at the Meeting.

These voting instructions are being solicited by Jackson National Life Insurance Company, on behalf of its Jackson National Separate Account I, Jackson National Separate Account III and Jackson National Separate Account V and by Jackson National Life Insurance Company of New York, on behalf of its JNLNY Separate Account I and JNLNY Separate Account II.

The Insurance Company that issued your Variable Contract will vote the shares related thereto as instructed. If this voting instruction card is not marked to indicate voting instructions but is signed, dated and returned, it will be treated as an instruction to vote the shares FOR the proposals specified on the reverseside. This voting instruction card also grants discretionary power to vote upon such other business as may properly come before the Meeting.

	VOTE VIA THE INTERNET: www.proxy-direct.com
	VOTE VIA TELEPHONE: 1-866-298-8476

PLEASE BE SURE TO SIGN, DATE AND MARK THIS VOTING INSTRUCTION CARD ON THE REVERSE SIDE

FTF_30380_121118_VI

EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders of the JNL/Franklin Templeton Founding Strategy Fund, a series of

JNL Series Trust,

To Be Held on March 15, 2019

The Proxy Statement for the Meeting and the accompanying Notice of Special Meeting of Shareholders and
the voting instruction card are available at https://www.proxy-direct.com/jac-30380

Please detach at perforation before mailing.

PLEASE MARK, SIGN AND DATE THIS VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

A	Proposals	THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE PROPOSALS.

			FOR	AGAINST	ABSTAIN
1.	To approve name, investment objective, investment strategy, and primary and secondary benchmark changes for the Fund.		☐	☐	☐

2.	To approve a proposed amendment to the Amended and Restated Investment Advisory and Management Agreement between the investment adviser, Jackson National Asset Management, LLC (“JNAM”), and the Trust, on behalf of the Fund.		☐	☐	☐

3.	To approve a proposed amendment to the Amended and Restated Investment Sub-Advisory Agreement between JNAM and Franklin Advisers, Inc. (“Franklin”), appointing Franklin as sub-adviser to the Fund.		☐	☐	☐

4.	To approve a proposed amendment to the Amended and Restated Administration Agreement between JNAM and the Trust, on behalf of the Fund.		☐	☐	☐

5.	To transact such other business as may properly come before the Meeting or any adjournments thereof.

B	Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below

Note: Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) ─ Please print date below		Signature 1 ─ Please keep signature within the box		Signature 2 ─ Please keep signature within the box
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FTF2 30380

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