EX-99.D 12 exd176_subfranknads06152009.txt EX-99.D.176. SUB-ADVISORY AMENDMENT FAS 06-15-2009 EX-99.23(d)(176) AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN JACKSON NATIONAL ASSET MANAGEMENT, LLC AND FRANKLIN ADVISERS, INC. This AMENDMENT is made by and between JACKSON NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and registered investment adviser ("Adviser"), and FRANKLIN ADVISERS, INC., a California corporation and registered investment adviser ("Sub-Adviser"). WHEREAS, the Adviser and Sub-Adviser entered into an Investment Sub-Advisory Agreement dated as of May 1, 2006 ("Agreement"), whereby Adviser appointed Sub-Adviser to provide sub-investment advisory services to a certain investment portfolio of the JNL Series Trust. 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, in order to effectuate a fee reduction for the JNL/Franklin Templeton Income Fund, Schedule B must be amended. 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 June 15, 2009, attached hereto. IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Amendment to be executed as of this 15th day of June, 2009. JACKSON NATIONAL ASSET MANAGEMENT, LLC FRANKLIN ADVISERS, INC. By: /s/ Mark D. Nerud By: /s/ Edward B. Jamieson Name: MARK D. NERUD Name: Edward B. Jamieson Title: PRESIDENT Title: President SCHEDULE B JUNE 15, 2009 (Compensation) ---------------------------------------------------------------------------- JNL/FRANKLIN TEMPLETON INCOME FUND ---------------------------------------------------------------------------- ----------------------------------------------------- ---------------------- AVERAGE DAILY NET ASSETS ANNUAL RATE* ----------------------------------------------------- ---------------------- ----------------------------------------------------- ---------------------- $0 to $50 Million 0.625% ----------------------------------------------------- ---------------------- $50 Million to $200 Million 0.465% ----------------------------------------------------- ---------------------- $200 Million to $500 Million 0.375% ----------------------------------------------------- ---------------------- Amounts over $500 Million 0.350% ----------------------------------------------------- ---------------------- * For purposes of determining the monthly sub-advisory fee rate pursuant to this Schedule B, the assets of the JNL/Franklin Templeton Income Fund shall be aggregated with the assets of the JNL/Franklin Templeton Global Growth Fund. Such aggregated assets will be applied to the above schedule and the resulting effective rate shall be applied to the actual assets of the JNL/Franklin Templeton Income Fund to determine the monthly sub-advisory fee. Such aggregation of assets shall NOT be applied to the actual assets of the JNL/Franklin Templeton Global Growth Fund to determine the monthly sub-advisory fee rate for that fund, which is governed by the Investment Sub-Advisory Agreement for that Fund.