Amendment to Sub Sub-Advisory Agreement

Ex. 99.28(d)(21)(iii)

Amendment to Sub Sub-Advisory Agreement

JNL Series Trust

Franklin Advisers, Inc.

Franklin Xxxxxxxxx Institutional, LLC

This AMENDMENT is made as of March 2, 2020, by and between Franklin Advisers, Inc. (“Franklin”), a Delaware limited liability company, and Franklin Xxxxxxxxx Institutional, LLC (“FTI”) a Delaware limited liability company.

WHEREAS, Franklin and FTI have entered into a Sub Sub-Advisory Agreement, dated as of October 15, 2019, as may be amended from time to time (the “Agreement”), concerning Franklin engaging the portfolio management services of FTI to assist in the management of one or more series of JNL Series Trust (the “Trust”), as Franklin determines appropriate from time to time, in its sole discretion; and

WHEREAS, FTI will provide portfolio management services to the JNL/Franklin Xxxxxxxxx Growth Allocation series of the Trust (US Core Bond Strategy) effective as of the date of this Amendment; and

[WHEREAS, since February 1, 2020, FTI has no longer provided portfolio management services to the JNL/Franklin Xxxxxxxxx Growth Allocation - U.S. Government Securities Fund series of the Trust since such services have been provided entirely by Franklin; and]

WHEREAS, Franklin and FTI wish to amend the Agreement for the purpose of updating Schedule 1 to reflect the changes described above.

NOW, THEREFORE, in consideration of past and prospective business relations, Franklin and FTI hereby amend the Agreement as follows:

1. Schedule 1 of the Agreement is hereby deleted in its entirely and replaced with the Schedule 1 attached hereto.

2. All other terms and provisions of the Agreement not amended herein remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

	Franklin Advisers, Inc.
	By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx, CFA
	Title: President, Chief Investment Officer

	Franklin Xxxxxxxxx Institutional, LLC
	By:	/s/ Xxxxxx X. Xxxxxx, Xx.
	Name: Xxxxxx X. Xxxxxx, Xx.
	Title: President

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Schedule 1

FEES

For the purposes of the Agreement, the fees payable to FTI by Franklin shall be calculated as (i) the respective gross fee for the relevant sleeve (ii) multiplied by the average net assets of the sleeve times FTI’s portfolio management contribution percentage (“PM Contribution %”).

The gross fee for each sleeve is as follows:

JNL/Franklin Xxxxxxxxx Growth Allocation - Frk International Growth Fund	25bps
JNL/Franklin Xxxxxxxxx Growth Allocation - Investment Grade Corporate	40bps
JNL/Franklin Xxxxxxxxx Growth Allocation – US Core Bond	15bps

The PM Contribution % by FTI for each sleeve is as follows:

Name	PM Contribution %	Calculation of fees payable to FTI
JNL/Franklin Xxxxxxxxx Growth Allocation - Frk International Growth Fund	100%	100% * 25bps = 25bps
JNL/Franklin Xxxxxxxxx Growth Allocation - Investment Grade Corporate	60%	60% * 40bps = 24bps
JNL/Franklin Xxxxxxxxx Growth Allocation – US Core Bond Strategy	25%	25% * 15bps = 3.75bps

Additionally, internal or external expenses incurred in connection with servicing the sleeve will be borne by Franklin and FTI in proportion to their respective PM Contribution %.

For the avoidance of doubt, the fees payable under the Agreement are exclusive of any Value Added Tax (“VAT”), Goods and Services Tax or other equivalent taxes, which shall be charged separately to FTI, if applicable.

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