Sub-Sub-Advisory Agreement Sample Contracts

Exhibit (g)(5) SUB-SUB-ADVISORY AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth in Exhibit A hereto
Sub-Sub-Advisory Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts

This SUB-SUB-ADVISORY AGREEMENT, dated as of December 21, 2021 (the “Agreement”), is made by and between BARINGS LLC, a Delaware limited liability company (the “Sub-Adviser”), and BARING INTERNATIONAL INVESTMENT LIMITED, a private limited company incorporated under the laws of England and Wales (the “Sub-Sub-Adviser”), for the MassMutual Access Pine Point Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).

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SUB-SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Sub-Advisory Agreement • March 1st, 2007 • Ing Investors Trust • Massachusetts
SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • September 27th, 2022 • Voya EQUITY TRUST • New York

AGREEMENT, effective as of June 1, 2022, between Voya Investment Management Co. LLC, a Delaware limited liability company (the "Sub-Adviser"), and Voya Investment Management (UK) Limited, a company incorporated in England (the "Sub-Sub-Adviser") (the "Agreement").

Sub Sub-Advisory Agreement JNL Series Trust Franklin Advisers, Inc. Franklin Templeton Institutional, LLC
Sub Sub-Advisory Agreement • December 13th, 2021 • JNL Series Trust • California

This Sub Sub-Advisory Agreement (the “Agreement”), is made as of September 13, 2021, by and between Franklin Advisers, Inc. (“Franklin”), a Delaware limited liability company, and Franklin Templeton Institutional, LLC (“FTI”) a Delaware limited liability company.

FORM OF SUB-SUB-ADVISORY AGREEMENT By and Between OPPENHEIMERFUNDS, INC. and OFI INSTITUTIONAL ASSET MANAGEMENT, INC.
Sub-Sub-Advisory Agreement • April 28th, 2008 • Sun Capital Advisers Trust • New York

This SUB-SUB-ADVISORY AGREEMENT is made this 1st day of May, 2008, by and between OFI Institutional Asset Management, Inc., a New York corporation with its principal offices at Two World Financial Center, 225 Liberty Street, New York, New York (the “Sub-Sub-Adviser”) and OppenheimerFunds, Inc., a Colorado corporation with its principal offices at Two World Financial Center, 225 Liberty Street, New York, New York (the “Sub-Adviser”) (the “Agreement”).

SUB-SUB-ADVISORY AGREEMENT FOR EMBARK CAYMAN FUND V LTD
Sub-Sub-Advisory Agreement • December 19th, 2023 • Harbor Funds II • Delaware

THIS AGREEMENT is made as of this 17th day of January, 2024, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. (“SIMNA”), a corporation organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”), a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU.

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • December 29th, 2017 • VALIC Co II • Colorado

This SUB-SUB-ADVISORY AGREEMENT is made as of this May 30, 2017 (the “Sub-Sub-Advisory Agreement”), between Janus Capital Management LLC, a Delaware limited liability company (“Janus”) and Perkins Investment Management LLC, a Delaware limited liability company (“Perkins”).

FIRST AMENDMENT TO SUB-SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • April 29th, 2011 • ING International High Dividend Equity Income Fund

This First Amendment, effective as of September 3, 2010, amends the Sub-Sub-Advisory Agreement (the “Agreement”) dated the 28th day of August 2007, as amended, between ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”), and ING Investment Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Sub-Sub-Adviser”).

SUB-SUB-ADVISORY AGREEMENT between FMR CO., INC and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Sub-Advisory Agreement • April 28th, 2006 • Metropolitan Series Fund Inc • Massachusetts

AGREEMENT made this 1st day of May, 2006, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the “Sub-Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”).

SUB-SUB-ADVISORY AGREEMENT FOR PRINCIPAL FUNDS, INC. --INTERNATIONAL FUND I
Sub-Sub-Advisory Agreement • March 15th, 2010 • Principal Funds Inc
FORM OF SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • April 30th, 2014 • Lincoln Variable Insurance Products Trust • Delaware

AGREEMENT dated as of , 2014, between BlackRock Investment Management, LLC, a Delaware limited liability company (“Sub-Adviser”), and BlackRock Asset Management North Asia Limited, a corporation organized under the laws of Hong Kong (“Sub-Sub-Adviser”).

SUB-SUB-ADVISORY AGREEMENT By and Between OPPENHEIMERFUNDS, INC. and OFI INSTITUTIONAL ASSET MANAGEMENT, INC.
Sub-Sub-Advisory Agreement • June 27th, 2008 • Sun Capital Advisers Trust • New York

This SUB-SUB-ADVISORY AGREEMENT is made this 1st day of May, 2008, by and between OFI Institutional Asset Management, Inc., a New York corporation with its principal offices at Two World Financial Center, 225 Liberty Street, New York, New York (the “Sub-Sub-Adviser”) and OppenheimerFunds, Inc., a Colorado corporation with its principal offices at Two World Financial Center, 225 Liberty Street, New York, New York (the “Sub-Adviser”) (the “Agreement”).

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • September 15th, 2023 • Franklin Templeton ETF Trust

THIS SUB-SUB-ADVISORY AGREEMENT (the “Agreement”), effective as of August 1, 2023, is made between WESTERN ASSET MANAGEMENT COMPANY, LLC, a California limited liability company (“Sub-Adviser”), and WESTERN ASSET MANAGEMENT COMPANY LIMITED, a corporation organized under the laws of England and Wales (“WAML”).

SECOND AMENDMENT TO SUB-SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • October 31st, 2011 • ING International High Dividend Equity Income Fund

This Second Amendment, effective as of November 18, 2010, amends the Sub-Sub-Advisory Agreement (the “Agreement”) dated the 28th day of August, 2007, as amended, between ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”), and ING Investment Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Sub-Sub-Adviser”).

SUB-SUB-ADVISORY AGREEMENT FOR PRINCIPAL FUNDS, INC. -- INTERNATIONAL FUND I THIS AMENDED AND RESTATED SUB-SUB- ADVISORY AGREEMENT is made as of this 1st day of June, 2013, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. ("SIMNA"), a...
Sub-Sub-Advisory Agreement • December 23rd, 2013 • Principal Funds Inc • Delaware

THIS AMENDED AND RESTATED SUB-SUB- ADVISORY AGREEMENT is made as of this 1st day of June, 2013, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. ("SIMNA"), a corporation organized under the laws of the State of Delaware with its principal place of business at 875 Third Avenue, 22nd Floor, New York, New York 10022, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED ("SIMNA Limited") a UK corporation with its principal office and place of business at 31 Gresham Street, London, UK EC2V 7QA, and agreed and approved by PRINCIPAL MANAGEMENT CORPORATION ("PMC"), a corporation organized under the laws of the State of Iowa. W I T N E S S E T H WHEREAS, PMC has retained SIMNA as its sub-adviser to render investment advisory services to the International Fund I (the "Fund"), a series of Principal Funds, Inc., a Maryland Corporation (the "Corporation") registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to a Sub-Advisory

Contract
Sub-Sub-Advisory Agreement • October 24th, 2022 • Voya VARIABLE PORTFOLIOS INC • New York
Amendment to Sub Sub-Advisory Agreement
Sub Sub-Advisory Agreement • April 23rd, 2020 • JNL Series Trust

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

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • October 21st, 2010 • VALIC Co II • Colorado

This SUB-SUB-ADVISORY AGREEMENT is made as of this 7th day of June, 2010 (the “Sub-Sub-Advisory Agreement”), between Janus Capital Management LLC, a Delaware limited liability company (“Janus”) and Perkins Investment Management LLC, a Delaware limited liability company (“Perkins”).

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • April 27th, 2020 • Penn Series Funds Inc • Colorado

This SUB-SUB-ADVISORY AGREEMENT is made as of this May 1, 2020 (the “Sub-Sub- Advisory Agreement”), between Janus Capital Management LLC, a Delaware limited liability company (“Janus”) and Perkins Investment Management LLC, a Delaware limited liability company (“Perkins”).

AMENDMENT TO SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • August 27th, 2020 • Morningstar Funds Trust

THIS AMENDMENT, effective as of April 1, 2020 (the “Amendment”), to the Sub-Sub- Advisory Agreement, dated May 1, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between BlackRock Financial Management, Inc., a Delaware corporation (the “Sub-Advisor”) and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Sub-Advisor” and, together with the Sub-Advisor, the “Parties”). Capitalized terms used herein not otherwise defined shall have the meaning set forth in the Agreement.

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Exhibits
Sub-Sub-Advisory Agreement • October 31st, 2011 • ING International High Dividend Equity Income Fund
SUB-SUB-ADVISORY AGREEMENT FOR PRINCIPAL FUNDS, INC. -- INTERNATIONAL FUND I
Sub-Sub-Advisory Agreement • July 19th, 2013 • Principal Funds Inc • Delaware

THIS AMENDED AND RESTATED SUB-SUB-ADVISORY AGREEMENT is made as of this 1st day of June, 2013, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. (“SIMNA”), a corporation organized under the laws of the State of Delaware with its principal place of business at 875 Third Avenue, 22nd Floor, New York, New York 10022, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a UK corporation with its principal office and place of business at 31 Gresham Street, London, UK EC2V 7QA, and agreed and approved by PRINCIPAL MANAGEMENT CORPORATION (“PMC”), a corporation organized under the laws of the State of Iowa.

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

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

Sub Sub-Advisory Agreement JNL Series Trust Franklin Advisers, Inc. ClearBridge Investments, LLC
Sub Sub-Advisory Agreement • December 13th, 2021 • JNL Series Trust • California

This Sub Sub-Advisory Agreement (the “Agreement”), is made as of September 2, 2021, by and between Franklin Advisers, Inc. (“Franklin”), a Delaware limited liability company, and ClearBridge Investments, LLC (“Sub-Subadviser”) a New York limited liability company.

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • September 15th, 2023 • Franklin Templeton ETF Trust

THIS SUB-SUB-ADVISORY AGREEMENT (the “Agreement”), effective as of August 1, 2023, is made between WESTERN ASSET MANAGEMENT COMPANY, LLC, a California limited liability company (“Sub-Adviser”), and WESTERN ASSET MANAGEMENT COMPANY PTE. LTD., a corporation organized under the laws of Singapore (“WAMS”).

AMENDED AND RESTATED SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • December 27th, 2023 • Principal Funds, Inc.

AMENDED AND RESTATED SUB-SUB-ADVISORY AGREEMENT (the “Agreement”) to be effective as of August 24, 2023 by and between BLACKROCK FINANCIAL MANAGEMENT, INC., a Delaware corporation and registered investment adviser (the “Sub-Advisor”), and BLACKROCK INTERNATIONAL LIMITED, a corporation organized under the laws of Scotland and a registered investment adviser (the “Sub-Sub-Advisor” and, collectively with the Sub-Advisor, the “parties” and, individually, each a “party”).

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • October 1st, 2019 • Capitol Series Trust • New York

THIS SUB-SUB-ADVISORY AGREEMENT (“Agreement”) is made as of September 10, 2019 (the “Effective Date”), by and between SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Corporation organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018 (“Manager”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED, a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU (“Sub-Adviser”).

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • May 1st, 2007 • DWS Portfolio Trust • New York

AGREEMENT made this 2nd day of December, 2005, between ABERDEEN ASSET MANAGEMENT INC. (“AAMI”) and ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED (formerly Deutsche Asset Management Investment Services Limited) (“Aberdeen IS”).

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

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

SUB SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • July 29th, 2021 • Mercer Funds • New York

AGREEMENT made as of the 4th day of February, 2021 by and between Schroder Investment Management North America Inc., a Delaware corporation (the “Subadvisor”), and Schroder Investment Management North America Limited, a UK corporation (the “Sub-Subadvisor”).

ITEM 77Q1 – Exhibits
Sub-Sub-Advisory Agreement • April 27th, 2016 • Voya International High Dividend Equity Income Fund
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