Amendment to Amended and Restated Sub-Advisory Agreement Between Jackson National Asset Management, LLC

 Ex. 99.28(d)(24)(iii)

Amendment to

Amended and Restated Sub-Advisory Agreement

Between Xxxxxxx National Asset Management, LLC

and Xxxxxxx Xxxxx Asset Management, L.P.

This Amendment is made by and between Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Xxxxxxx Xxxxx Asset Management, L.P., a limited partnership organized under the laws of the state of Delaware and registered investment adviser (the “Sub-Adviser”).

Whereas, the Adviser and the Sub-Adviser (the “Parties”) entered into a Sub-Advisory Agreement effective as of the 13^th day of September, 2021, and Amended and Restated as of the 1^st day of September, 2022 (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (the “Funds”) of JNL Series Trust (the “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 Board of Trustees of the Trust approved, and the Parties have agreed to amend the sub-advisory fees, as set forth on Schedule B to the Agreement, to reflect fee reductions for the following five funds, effective October 1, 2023:

1) JNL/Xxxxxxx Xxxxx Managed Aggressive Growth Fund;

2) JNL/Xxxxxxx Xxxxx Managed Conservative Fund;

3) JNL/Xxxxxxx Xxxxx Managed Growth Fund;

4) JNL/Xxxxxxx Xxxxx Managed Moderate Fund; and

5) JNL/Xxxxxxx Xxxxx Managed Moderate Growth Fund.

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

1) Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated October 1, 2023, attached hereto.

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

3) 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.

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

In Witness Whereof, the Parties have caused this Amendment to be executed, effective as of October 1, 2023.

Xxxxxxx National Asset Management, LLC			Xxxxxxx Xxxxx Asset Management, L.P.
By:	/s/ Xxxx X. Xxxxx		By:	/s/ Xxxxx Xxxxx
Name:	Xxxx X. Xxxxx		Name:	Xxxxx Xxxxx
Title:	President and Chief Executive Officer		Title:	Managing Director

Schedule B

Dated October 1, 2023

(Compensation)

Funds
JNL/Xxxxxxx Xxxxx Managed Growth Fund
JNL/Xxxxxxx Xxxxx Managed Conservative Fund
JNL/Xxxxxxx Xxxxx Managed Moderate Growth Fund
JNL/Xxxxxxx Xxxxx Managed Moderate Fund
JNL/Xxxxxxx Xxxxx Managed Aggressive Growth Fund
Assets	Annual Rate
$0 to $8 Billion Over $8 Billion	.0150% .0075%

The assets of the funds listed above are aggregated for purposes of calculating the sub-advisory fee.

Fund
JNL/Xxxxxxx Xxxxx 4 Fund
Assets	Annual Rate
$0 to $1 Billion $1 Billion to $3 Billion Over $3 Billion	0.09% 0.08% 0.06%

B-1