EX-99.77Q1 OTHR EXHB 6 ex77q1c.txt JNL SERIES TRUST AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN JACKSON NATIONAL ASSET MANAGEMENT, LLC AND FRANKLIN TEMPLETON INSTITUTIONAL, LLC This AMENDMENT is made by and between JACKSON NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and registered investment adviser ("Adviser"), and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company and registered investment adviser ("Sub-Adviser"). WHEREAS, the Adviser and Sub-Adviser entered into an Investment Sub-Advisory Agreement dated as of May 1, 2010 ("Agreement"), whereby Adviser appointed Sub-Adviser to provide sub-investment advisory services to a certain investment portfolio of the JNL Series Trust ("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, the Adviser and the Sub-Adviser have agreed to revise the sub-advisory fees as set forth on Schedule B, and, in connection with said revisions, Schedule B to the Agreement 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 September 10, 2012, attached hereto. IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Amendment to be executed as of September 25, 2012, effective as of September 10, 2012. JACKSON NATIONAL ASSET MANAGEMENT, LLC FRANKLIN TEMPLETON INSTITUTIONAL, LLC By: /s/ Mark D. Nerud By: /s/ Coleen Barbeau ----------------------------- --------------------------------- Name: Mark D. Nerud Name: Coleen Barbeau ---------------------------------- ------------------------------- Title: President and CEO Title: SVP --------------------------------- ------------------------------ SCHEDULE B SEPTEMBER 10, 2012 (Compensation) -------------------------------------------------------------------------------- JNL/FRANKLIN TEMPLETON INTERNATIONAL SMALL CAP GROWTH FUND -------------------------------------------------------------------------------- AVERAGE DAILY NET ASSETS ANNUAL RATE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- $0 to $100 Million .67% -------------------------------------------------------------------------------- $101 to $250 Million .64% -------------------------------------------------------------------------------- $251 to $500 Million .62% -------------------------------------------------------------------------------- $501 to $750 Million .60% -------------------------------------------------------------------------------- $751 to $1,000 Million .59% -------------------------------------------------------------------------------- Amounts over $1,000 Million .55% -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- B-1