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

 Ex. 99.28(d)(29)(xxiv)

Amendment

to Sub-Advisory Agreement Between

Xxxxxxx National Asset Management, LLC

and Invesco Advisers, Inc.

This Amendment is made by and between Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Invesco Advisers, Inc., a Delaware corporation 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 wherein the December 1, 2012 Agreement, as amended, was incorporated by reference (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 sub-advisory fees as set forth on Schedule B to the Agreement to the Sub-Adviser for the services provided and the expenses assumed by the Sub-Adviser, and the Sub-Adviser agreed to accept such sub-advisory fees as full compensation under the Agreement for such services and expenses.

Whereas, the Board of Trustees of the Trust approved Xxxxxxx Xxxxx Investment Management, LLC to replace the Sub-Adviser as the investment sub-adviser for the JNL/Invesco International Growth Fund, effective April 25, 2022, thereby terminating the Agreement with respect to the JNL/Invesco International Growth Fund, effective April 25, 2022.

Whereas, the Parties have agreed to amend the Agreement to remove the JNL/Invesco International Growth Fund and its fees, effective April 25, 2022.

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

1) Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated April 25, 2022, attached hereto.

2) Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated April 25, 2022, attached hereto.

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

4) 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.

5) 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 April 25, 2022.

Xxxxxxx National Asset Management, LLC			Invesco Advisers, Inc.
	/s/ Xxxxx X. Xxxxxxx			/s/ Xxxxxx Xxxxxxxxx
By:			By:
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxxxx Xxxxxxxxx
Title:	AVP and Deputy General Counsel		Title:	Vice President

Schedule A

Dated April 25, 2022

Funds

JNL/Invesco Diversified Dividend Fund

JNL/Invesco Global Growth Fund

JNL/Invesco Small Cap Growth Fund

A-1

Schedule B

Dated April 25, 2022

(Compensation)

JNL/Invesco Diversified Dividend Fund
Average Daily Net Assets	Annual Rate(1)
$0 to $500 million	0.350%
$500 million to $1 billion	0.300%
Amounts over $1 billion	0.250%

JNL/Invesco Global Growth Fund
Average Daily Net Assets	Annual Rate(1)
$0 to $1 billion	0.30%*
Amounts over $1 billion	0.23%

* When net assets exceed $1 billion, the annual rate will be 0.23%.

JNL/Invesco Small Cap Growth Fund
Average Daily Net Assets	Annual Rate(1)
$0 to $1 billion	0.500%
Amounts over $ 1 billion	0.450%

⁽¹⁾ For the purpose of calculating the sub-advisory fee for the JNL/Invesco Diversified Dividend Fund, the JNL/Invesco Global Growth Fund, and the JNL/Invesco Small Cap Growth Fund, the following fee discount will be applied to total sub-advisory fees based on the average daily aggregate net assets of the Funds: 2.5% fee reduction for assets between $0 and $2.5 billion, 3.0% fee reduction for assets between $2.5 billion and $5 billion, 5% fee reduction for assets between $5 billion and $7.5 billion, 7.5% fee reduction for assets between $7.5 billion and $10 billion, a 10% fee reduction for assets over $10 billion.

B-1