JNL Series Trust 485BPOS

Ex. 99.28(d)(40)(ii)

Amendment

to Amended and Restated

Sub-Advisory Agreement Between

Jackson National Asset Management, LLC

and PPM America, Inc.

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and PPM America, Inc., a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

Whereas, the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Sub-Advisory Agreement effective 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 series (the “Funds”) of JNL Series Trust (the “Trust”), as listed on Schedule A of 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 the JNL/PPM America Investment Grade Credit Fund as a new fund of the Trust and approved the Sub-Adviser to provide sub-investment advisory services to the JNL/PPM America Investment Grade Credit Fund, effective April 29, 2024.

Whereas, the Parties have agreed to amend the Agreement to add the JNL/PPM America Investment Grade Credit Fund and its fees, effective April 29, 2024.

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 29, 2024, attached hereto.

2) Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated April 29, 2024, 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 29, 2024.

Jackson National Asset Management, LLC		PPM America, Inc.
By:	/s/ Emily J. Bennett	By:	/s/ Craig Smith
Name:	Emily J. Bennett	Name:	Craig Smith
Title:	VP and Deputy General Counsel	Title:	Chief Executive Officer

Schedule A

Dated April 29, 2024

Funds

JNL/PPM America Floating Rate Income Fund

JNL/PPM America High Yield Bond Fund

JNL/PPM America Investment Grade Credit Fund

JNL/PPM America Total Return Fund

A-1 

Schedule B

Dated April 29, 2024

(Compensation)

JNL/PPM America Floating Rate Income Fund
Average Daily Net Assets	Annual Rate
$0 to $300 million	0.30%
$300 million to $1 billion	0.25%
Amounts over $1 billion	0.225%

JNL/PPM America High Yield Bond Fund
Average Daily Net Assets	Annual Rate
$0 to $150 million	0.25%
$150 million to $500 million	0.225%
Amounts over $500 million	0.19%

JNL/PPM America Investment Grade Credit Fund
Average Daily Net Assets	Annual Rate
$0 to $150 million	0.20%
$150 million to $300 million	0.175%
Amounts over $300 million	0.15%

JNL/PPM America Total Return Fund
Average Daily Net Assets	Annual Rate
$0 to $150 million	0.20%
$150 million to $300 million	0.175%
Amounts over $300 million	0.15%

B-1