Amendment to Master Custodian Agreement
Ex. 99.28(g)(2)(xiv)
Amendment to Master Custodian Agreement
This Amendment, effective as April 27, 2020, to the Master Custodian Agreement dated as of December 30, 2010, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is by and among each management investment company, and each Cayman Islands entity identified on Appendix A attached thereto (each a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
Whereas, the Custodian and the Funds (the “Parties”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Fund.
Whereas, the Fund segregates and separately manages certain of the Fund’s portfolio of assets (each in an account).
Whereas, the Boards of Trustees of JNL Series Trust, JNL Investors Series Trust, and Xxxxxxx Variable Series Trust, and the Board of Managers of JNL Variable Fund LLC (together, the “Board”) has approved (i) one new fund (Portfolio) of JNL Series Trust (“New Fund (Portfolio)”), (ii) redomiciliation of certain funds (each, formerly, a fund of Xxxxxxx Variable Series Trust or a fund of JNL Variable Fund LLC) each into a new fund of JNL Series Trust (“Redomiciliations/New Funds (Portfolios)”), (iii) mergers for certain funds of JNL Series Trust and Xxxxxxx Variable Series Trust (“Fund (Portfolio) Mergers”), and (iv) fund name changes for certain funds of JNL Series Trust (“Fund (Portfolio) Name Changes”), as outlined below, effective April 27, 2020:
New Fund (Portfolio)
| 1) | JNL/Lord Xxxxxx Short Duration Income Fund. |
Redomiciliations/New Funds (Portfolios)
Each, formerly, a fund of Xxxxxxx Variable Series Trust:
| 1) | JNL/DFA U.S. Small Cap Fund; |
| 2) | JNL/DoubleLine® Total Return Fund; |
| 3) | JNL/Lazard International Strategic Equity Fund; |
| 4) | JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund; and |
| 5) | JNL/X. Xxxx Price Capital Appreciation Fund. |
Each, formerly, a fund of JNL Variable Fund LLC:
| 1) | JNL/Mellon MSCI World Index Fund; and |
| 2) | JNL/Mellon Nasdaq® 100 Index Fund. |
Fund (Portfolio) Mergers
| 1) | JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund; |
| 2) | JNL/FPA + DoubleLine® Flexible Allocation Fund; |
| 3) | JNL/Xxxxxxx Sachs Emerging Markets Debt Fund; |
| 4) | JNL/Xxxxxxxxx Xxxxxx Currency Fund; |
| 5) | JNL/Xxxxxxxx Convertible Arbitrage Fund; |
| 6) | JNL/Xxxxxxxxxxx Emerging Markets Innovator Fund; |
| 7) | JNL/PPM America Mid Cap Value Fund; and |
| 8) | JNL/PPM America Value Equity Fund. |
Fund (Portfolio) Name Changes
| 1) | JNL/Crescent High Income Fund change to JNL/X. Xxxx Price U.S. High Yield Fund (in connection with an investment sub-adviser replacement, as approved by the Board); |
| 2) | JNL/Franklin Xxxxxxxxx Mutual Shares Fund change to JNL/JPMorgan Growth & Income Fund (in connection with an investment sub-adviser replacement, as approved by the Board, this fund (Portfolio), currently custodied by JPMorgan Chase Bank, N.A., will change custodians and, therefore, this fund (Portfolio) will be added to this Agreement); |
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| 3) | JNL/Lazard Emerging Markets Fund change to JNL Multi-Manager Emerging Markets Equity Fund (in connection with an investment sub-adviser replacement and transition to a multi-manger fund structure, as approved by the Board); |
| 4) | JNL/Xxxxxxxxxxx Global Growth Fund change to JNL/Invesco Global Growth Fund; and |
| 5) | JNL/X. Xxxx Price Managed Volatility Balanced Fund change to JNL/X. Xxxx Price Balanced Fund. |
Whereas, the Directors of JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd., and the Directors of JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd. (together, the “Cayman Entity Directors”) have approved termination of the Cayman Island entities outlined below (“Cayman Islands Entity Terminations”), effective April 27, 2020:
Cayman Islands Entity Terminations
| 1) | JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd.; and |
| 2) | JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd. |
Whereas, pursuant to Board and Cayman Entity Directors approval of the changes, as outlined above, the Parties have agreed to amend the Agreement, including its Appendix A, to remove Xxxxxxx Variable Series Trust, JNL Variable Fund LLC, JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd., and JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd., each as a party, effective April 27, 2020; and to amend Appendix A of the Agreement to add each new fund (Portfolios, as defined in the Agreement), to remove the merged funds as Portfolios, and to update the names of certain funds (Portfolios), effective April 27, 2020.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
| 1) | Xxxxxxx Variable Series Trust, JNL Variable Fund LLC, JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd., and JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd. are each hereby removed as a party to the Agreement, effective April 27, 2020. |
| 2) | Appendix A to the Agreement is hereby deleted and replaced, in its entirety, with Appendix A updated as of April 27, 2020, attached hereto. |
| 3) | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| 4) | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form. |
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In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective April 27, 2020.
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JNL Series Trust, and each on behalf of its Portfolios listed on Appendix A hereto
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. |
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| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Assistant Secretary | |
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PPM Funds, on behalf of its Portfolios listed on Appendix A hereto |
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| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Vice President and Secretary | |
| State Street Bank and Trust Company | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Executive Vice President | |
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Appendix A
to
(Updated as of April 27, 2020)
| Fund: JNL Series Trust, for the following Portfolios |
| JNL Multi-Manager Alternative Fund |
| JNL Multi-Manager Emerging Markets Equity Fund |
| JNL Multi-Manager International Small Cap Fund |
| JNL Multi-Manager Mid Cap Fund |
| JNL/AQR Large Cap Relaxed Constraint Equity Fund |
| JNL/Boston Partners Global Long Short Equity Fund |
| JNL/Causeway International Value Select Fund |
| JNL/ClearBridge Large Cap Growth Fund |
| JNL/DFA Growth Allocation Fund |
| JNL/DFA International Core Equity Fund |
| JNL/DFA Moderate Growth Allocation Fund |
| JNL/DFA U.S. Core Equity Fund |
| JNL/DFA U.S. Small Cap Fund |
| JNL/DoubleLine® Core Fixed Income Fund |
| JNL/DoubleLine® Emerging Markets Fixed Income Fund |
| JNL/DoubleLine® Shiller Enhanced CAPE® Fund |
| JNL/DoubleLine® Total Return Fund |
| JNL/Fidelity Institutional Asset Management® Total Bond Fund |
| JNL/GQG Emerging Markets Equity Fund |
| JNL/Xxxxxx Oakmark Global Equity Fund |
| JNL/Invesco Diversified Dividend Fund |
| JNL/Invesco Global Growth Fund |
| JNL/Invesco Global Real Estate Fund |
| JNL/Invesco International Growth Fund |
| JNL/Invesco Small Cap Growth Fund |
| JNL/JPMorgan Global Allocation Fund |
| JNL/JPMorgan Growth & Income Fund |
| JNL/JPMorgan Hedged Equity Fund |
| JNL/JPMorgan Midcap Growth Fund |
| JNL/JPMorgan U.S. Government & Quality Bond Fund |
| JNL/Lazard International Strategic Equity Fund |
| JNL/Xxxxxx Xxxxxx Global Growth Fund |
| JNL/Lord Xxxxxx Short Duration Income Fund |
| JNL/Mellon MSCI World Index Fund |
| JNL/Mellon Nasdaq® 100 Index Fund |
| JNL/MFS Mid Cap Value Fund |
| JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund |
| JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund |
| JNL/PPM America Floating Rate Income Fund |
| JNL/PPM America High Yield Bond Fund |
| JNL/PPM America Small Cap Value Fund |
| JNL/PPM America Total Return Fund |
| JNL/RAFI® Fundamental Asia Developed Fund |
| JNL/RAFI® Fundamental Europe Fund |
| JNL/RAFI® Fundamental U.S. Small Cap Fund |
| JNL/RAFI® Multi-Factor U.S. Equity Fund |
| JNL/X. Xxxx Price Capital Appreciation Fund |
| JNL/X. Xxxx Price Established Growth Fund |
| A-1 |
| JNL/X. Xxxx Price Balanced Fund |
| JNL/X. Xxxx Price Mid-Cap Growth Fund |
| JNL/X. Xxxx Price Short-Term Bond Fund |
| JNL/X. Xxxx Price U.S. High Yield Fund |
| JNL/X. Xxxx Price Value Fund |
| JNL/Westchester Capital Event Driven Fund |
| Fund: JNL Investors Series Trust, for the following Portfolio |
| JNL/PPM America Low Duration Bond Fund |
| Fund: PPM Funds, for the following Portfolios |
| PPM Core Fixed Income Fund |
| PPM Core Plus Fixed Income Fund |
| PPM Floating Rate Income Fund |
| PPM High Yield Core Fund |
| PPM Investment Grade Credit Fund |
| PPM Long Short Credit Fund |
| PPM Large Cap Value Fund |
| PPM Mid Cap Value Fund |
| PPM Small Cap Value Fund |
Cayman Islands Entity:
| JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. |
| A-2 |
