EX-99.23(g)(30)
SETTLED SECURITIES CLASS ACTION
SERVICES AGREEMENT
BETWEEN
THE CUSTOMER
AND
JPMORGAN CHASE BANK, N.A.
INVESTOR SERVICES
XXXXXXXX.XXX
SETTLED SECURITIES CLASS ACTION SERVICES ADDENDUM
THIS ADDENDUM, dated August 12, 2009, supplements the global custody agreement
dated August 12, 2009 (the "GLOBAL CUSTODY AGREEMENT") between JPMorgan Chase
Bank, National Association, ("JPMORGAN") and each entity listed on Schedule A
attached thereto (each, the "CUSTOMER").
RECITALS
A. The Customer has requested JPMorgan, and JPMorgan has agreed, to provide
certain administrative services with respect to notifications of settled
securities class actions; and
B. The parties wish to supplement the Global Custody Agreement to add such
settled securities class actions to the services that JPMorgan will provide
to the Customer in accordance with the Global Custody Agreement.
AGREEMENT
1. THE SERVICES.
(a) JPMorgan will provide the following administrative services (the
"Services") with respect to notifications of U.S. settled securities
class actions that JPMorgan may receive from time to time with regard
to the Customer's accounts listed in Schedule A, as such schedule may
be amended from time to time by agreement between the parties in
writing (the "Accounts"). JPMorgan will provide the following
services:
(i) except as otherwise provided in this Addendum, preparing and
submitting claims and supporting documentation on the Customer's
behalf in respect of settled securities class action
notifications in respect of the Securities held in the Customer's
Accounts during the relevant class period;
(ii) responding to enquiries from settled securities class action
administrators arising from the Customer's participation in
settled securities class actions and making changes to the
filings of claim forms as needed to address such inquiries. Where
additional information is required to make such changes, JPMorgan
will promptly contact the Customer;
(iii) communicating with settled securities class action
administrators from time to time, in JPMorgan's discretion, with
regard to the status of the Customer's claims; and
(iv) crediting the Customer's account upon receipt of claim proceeds
from the claims administrator.
(b) Except as otherwise expressly agreed by the parties, the Services
shall only be provided in respect of settled securities class action
notifications that arise subsequent to the signing of this Addendum.
(c) When JPMorgan completes and files claim forms on the Customer's
behalf, JPMorgan shall be acting solely in a clerical capacity as the
Customer's agent and JPMorgan is not making any representation or
warranty as to the advisability of the Customer participating in the
settled securities class action; JPMorgan is not representing any view
of JPMorgan in relation to the settled securities class action; and
JPMorgan is not making any representation or warranty as to the likely
outcome of any class action, participation in which is wholly at the
Customer's request and for the Customer's risk.
(d) JPMorgan will not file claims in respect of the Customer's securities
transactions whilst such securities where held at other custodians or
in a name that was not under the control of JPMorgan during the
relevant class period unless otherwise agreed in writing. If the
Customer so requests JPMorgan to include such transactions, the
Customer represents that such information provided to JPMorgan is
true, correct and complete.
(e) Neither JPMorgan nor its Subcustodians shall be obliged to file a
claim or take any action in any settled securities class action where
such settled securities class action would require JPMorgan or a
Subcustodian to file a claim in its own name due to applicable law,
regulation or market practice in the relevant market. JPMorgan will
promptly inform the Customer in writing each time such a situation
arises.
2. FILING OF CLAIMS; STANDING INSTRUCTIONS.
(a) When JPMorgan has received in accordance with market practice a
settled securities class action notification, JPMorgan shall, as
contemplated by the Global Custody Agreement, research records of
Accounts to identify the Customer's interest, if any, with respect to
any such settled securities class action notification and shall notify
the Customer of the same.
(b) The Customer shall Instruct JPMorgan prior to its standard cut-off
time whether the Customer disagrees with any of the information
provided by JPMorgan under Clause 2 (a) or if the Customer does not
wish JPMorgan to proceed with filing a claim on the Customer's behalf.
(c) Unless JPMorgan has received Instructions not to file a claim on the
Customer's behalf at its central settled securities class actions
department by the cut-off time, JPMorgan shall be under standing
Instructions to complete and file the required claim forms for the
particular settled securities class action with the claims
administrator.
(d) JPMorgan shall present with the claim any supporting information that
JPMorgan has in its possession and that is required as part of the
filing as set out in the settled securities class action notification.
JPMorgan shall be authorized to disclose such information regarding
the Customer's Account as may be reasonably required to complete and
file claims on the Customer's behalf.
3. RESPONSIBILITIES OF THE CUSTOMER.
(a) The Customer agrees to provide JPMorgan with such information and
documentation as JPMorgan may reasonably require in connection with
the Services.
(b) The Customer acknowledges that in relation to any settled securities
class action it is important that only one claim is filed on the
Customer's behalf in respect of a custodial holding or securities
transaction. If, in the same settled securities class action, multiple
claims are submitted on the Customer's behalf for the same custodial
holding, then all such claims might be rejected by the claims
administrator. Therefore, where a claim is to be submitted by JPMorgan
as set out in a notification, as provided by this authorisation, no
other party should submit a claim on the Customer's behalf for the
same custodial holding or securities transaction in the same settled
securities class action and JPMorgan shall have no duty to check
whether any other claims have been filed by any third party on the
Customer's behalf in the same settled securities class action. Subject
to clause 4, JPMorgan will have no responsibility in the event that a
claim is rejected on the basis that a duplicate claim has been filed
by the Customer or another party.
(c) Should the Customer engage a third party to make a claim on the
Customer's behalf in respect of a custodial holding or securities
transaction with JPMorgan, the Customer shall be responsible for
instructing JPMorgan not to file a claim on the Customer's behalf by
the deadline referred to in the relevant notification.
4. REJECTED CLAIMS.
In the event that JPMorgan is notified by the claims administrator that it
has rejected a claim, JPMorgan will use reasonable care to contact the
Customer and discuss, in good faith, how to cure the rejected claim, if
possible.
5. COMPENSATION.
The Customer agrees to pay to JPMorgan for the Services such fees and
expenses as set out in Schedule B and as the Customer and JPMorgan may
mutually agree in writing from time to time.
6. LIMITATION OF LIABILITY.
The Customer agrees that JPMorgan's annual aggregate liability with respect
to losses arising out of the Services provided under this Addendum (whether
for breach of contract, tort, or otherwise, but excluding losses caused by
fraud on the part of JPMorgan) that may be incurred during any calendar
year shall not exceed USD 100,000 and that this shall be the Customer's
exclusive remedy. No action, regardless of form, arising out of or
pertaining to the services may be brought more than six years after the
cause of action has accrued.
7. MISCELLANEOUS
(a) Unless otherwise provided herein, all terms and conditions of the
Global Custody Agreement are expressly incorporated herein by
reference and except as modified hereby, the Global Custody Agreement
is confirmed in all respects. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Global
Custody Agreement.
(b) This Agreement will be construed, regulated, and administered under
the laws of the United States or State of New York, as applicable,
without regard to New York's principles regarding conflict of laws,
except that the foregoing shall not reduce any statutory right to
choose New York law or forum. The United States District Court for the
Southern District of New York will have the sole and exclusive
jurisdiction over any lawsuit or other judicial proceeding relating to
or arising from this Agreement. If that court lacks federal subject
matter jurisdiction, the Supreme Court of the State of New York, New
York County will have sole and exclusive jurisdiction. Either of these
courts will have proper venue for any such lawsuit or judicial
proceeding, and the parties waive any objection to venue or their
convenience as a forum. The parties agree to submit to the
jurisdiction of any of the courts specified and to accept service of
process to vest personal jurisdiction over them in any of these
courts. The parties further hereby knowingly, voluntarily and
intentionally waive, to the fullest extent permitted by applicable
law, any right to a trial by jury with respect to any such lawsuit or
judicial proceeding arising or relating to this Agreement or the
transactions contemplated hereby. To the extent that in any
jurisdiction Customer may now or hereafter be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment
(before or after judgement) or other legal process, Customer shall not
claim, and it hereby irrevocably waives, such immunity. (c) This
Addendum may be terminated by either party upon sixty (60) days'
written notice to the other party. Anything herein to the contrary
notwithstanding, if the Global Custody Agreement is terminated, then
this Addendum shall automatically terminate on the date such Global
Custody Agreement terminates.
IN WITNESS WHEREOF, the parties have executed this Addendum as at the date first
above-written.
THE CUSTOMER JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: MD
Date: 08/12/09 Date: 08/18/09
SCHEDULE A
THE ACCOUNTS
JNL INVESTORS SERIES TRUST
XXXXXXX PERSPECTIVE TOTAL RETURN FUND
JNL MONEY MARKET FUND
JNL SERIES TRUST
JNL/AIM Global Real Estate Fund
JNL/AIM International Growth Fund
JNL/AIM Large Cap Growth Fund
JNL/AIM Small Cap Growth Fund
JNL/Capital Guardian Global Balanced Fund
JNL/Capital Guardian Global Diversified Research Fund
JNL/Capital Guardian U.S. Growth Equity Fund
JNL/Capital Guardian International Small Cap Fund
JNL/Credit Suisse Global Natural Resources Fund
JNL/Credit Suisse Long/Short Fund
JNL/Eagle Core Equity Fund
JNL/Eagle SmallCap Equity Fund
JNL/Franklin Xxxxxxxxx Global Growth Fund
JNL/Franklin Xxxxxxxxx Income Fund
JNL/Franklin Xxxxxxxxx Mutual Shares Fund
JNL/Franklin Xxxxxxxxx Small Cap Value Fund
JNL/Xxxxxxx Xxxxx Core Plus Bond Fund
JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
JNL/Xxxxxxx Xxxxx Mid Cap Value Fund
JNL/Xxxxxxx Xxxxx Short Duration Bond Fund
JNL/JPMorgan International Value Fund
JNL/JPMorgan MidCap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Lazard Mid Cap Equity Fund
JNL/M&G Global Basics Fund
JNL/M&G Global Leaders Fund
JNL/Mellon Capital Management Bond Index Fund
JNL/Mellon Capital Management European 30 Fund
JNL/Mellon Capital Management International Index Fund
JNL/Mellon Capital Management Pacific Rim 30 Fund
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
JNL/Mellon Capital Management S&P 500 Index Fund
JNL/Mellon Capital Management Small Cap Index Fund
JNL/Xxxxxxxxxxx Global Growth Fund
JNL/XXX Asia ex-Japan Fund
JNL/XXX China-India Fund
JNL/PIMCO Real Return Fund
JNL/PIMCO Total Return Bond Fund
JNL/PPM America Core Equity Fund
JNL/PPM America High Yield Bond Fund
JNL/PPM America Mid Cap Value Fund
JNL/PPM America Small Cap Value Fund
JNL/PPM America Value Equity Fund
JNL/Red Rocks Listed Private Equity Fund
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Total Yield Fund
JNL/Select Balanced Fund
JNL/Select Money Market Fund
JNL/Select Value Fund
JNL/X. Xxxx Price Established Growth Fund
JNL/X. Xxxx Price Mid-Cap Growth Fund
JNL/X. Xxxx Price Value Fund
JNL/Xxxxxxxx Xxxxxxxxx Founding Strategy Fund
JNL/Mellon Capital Management 10 x 10 Fund
JNL/Mellon Capital Management Index 5 Fund
JNL/S&P 4 Fund
JNL/S&P Disciplined Growth Fund
JNL/S&P Disciplined Moderate Fund
JNL/S&P Disciplined Moderate Growth Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Moderate Growth Fund
JNL/Institutional Alt 65 Fund
JNL/Institutional Alt 50 Fund
JNL/Institutional Alt 35 Fund
JNL/Institutional Alt 20 Fund
JNL VARIABLE FUND, LLC
JNL/Mellon Capital Management 25 Fund
JNL/Mellon Capital Management Communications Sector Fund
JNL/Mellon Capital Management Consumer Brands Sector Fund
JNL/Mellon Capital Management Financial Sector Fund
JNL/Mellon Capital Management Global 15 Fund
JNL/Mellon Capital Management Healthcare Sector Fund
JNL/Mellon Capital Management Nasdaq(R) 25 Fund
JNL/Mellon Capital Management Oil & Gas Sector Fund
JNL/Mellon Capital Management S&P(R) 24 Fund
JNL/Mellon Capital Management Technology Sector Fund
JNL/Mellon Capital Management Value Line(R) 30 Fund
JNL/Mellon Capital Management VIP Fund
JNL/Mellon Capital Management Select Small-Cap Fund
JNL/Mellon Capital Management DowSM 10 Fund
JNL/Mellon Capital Management JNL Optimized 5 Fund
JNL/Mellon Capital Management S&P(R) XXxx 60 Fund
JNL/Mellon Capital Management NYSE(R) International 25 Fund
JNL/Mellon Capital Management DowSM Dividend Fund
JNL/Mellon Capital Management S&P(R) 10 Fund
JNL/Mellon Capital Management JNL 5 Fund
