Amendment to Master Custodian Agreement
EX. 99.28(g)(31)(ix)
Amendment to Master Custodian Agreement
This Amendment, effective as of March 9, 2018, 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 Parties desire to include PPM Funds as an additional Fund, and its series as Portfolios, in accordance with Sections 20.5 and 20.6, respectively, of the Agreement.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
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1)
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Appendix A to the Agreement is hereby deleted and replaced in its entirety with Appendix A dated March 9, 2018, attached hereto to include PPM Funds as an additional Fund, and its Portfolios.
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2)
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With respect to the PPM Funds listed on Appendix A dated March 9, 2018 only, the first sentence of Section 18 (Effective Period, Termination and Amendment) of the Agreement is hereby deleted and replaced with the following:
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“This Agreement shall remain in full force and effect for an initial 2-year term ending March 8, 2020 (the “Initial Term”).”
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3)
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For avoidance of doubt, after the first paragraph of Section 9, the following are included as the second and third paragraphs of Section 9:
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“Special Instructions,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.
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4)
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Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
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5)
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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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[Remainder of page intentionally left blank.]
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective March 9, 2018.
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JNL Investors Series Trust
JNL Strategic Income Fund LLC
JNL Variable Fund LLC
Xxxxxxx Variable Series Trust
each on behalf of its Portfolios listed on Appendix A hereto
JNL/AB Dynamic Asset Allocation Fund Ltd.
JNL/Xxxxxxxxx Xxxxxx Risk Balanced
Commodity Strategy Fund Ltd.
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Assistant Secretary
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PPM Funds,
on behalf of its Portfolios listed on Appendix A hereto
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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State Street Bank and Trust Company
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx Xxxxxxxx
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Title:
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Executive Vice President
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-2-
Appendix A
to
(Updated as of March 9, 2018)
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Fund: JNL Series Trust, for the following Portfolios
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JNL Multi-Manager Alternative Fund
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JNL Multi-Manager Mid Cap Fund
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JNL/AB Dynamic Asset Allocation Fund
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JNL/AQR Large Cap Relaxed Constraint Equity Fund
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JNL/Boston Partners Global Long Short Equity Fund
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JNL/Causeway International Value Select Fund
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JNL/ClearBridge Large Cap Growth Fund
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JNL/Crescent High Income Fund
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JNL/DFA Growth Allocation Fund
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JNL/DFA Moderate Growth Allocation Fund
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JNL/DFA U.S. Core Equity Fund
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JNL/DoubleLine® Core Fixed Income Fund
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JNL/DoubleLine® Emerging Markets Fixed Income Fund
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JNL/DoubleLine® Shiller Enhanced CAPE® Fund
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JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by DoubleLine Capital LP)
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JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by First Pacific Advisors, LLC)
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JNL/Xxxxxxx Sachs Core Plus Bond Fund
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JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
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JNL/GQG Emerging Markets Equity Fund
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JNL/Xxxxxx Oakmark Global Equity Fund
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JNL/Invesco Diversified Dividend Fund
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JNL/Invesco Global Real Estate Fund
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JNL/Invesco International Growth Fund
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JNL/Invesco Mid Cap Value Fund
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JNL/Invesco Small Cap Growth Fund
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JNL/JPMorgan Midcap Growth Fund
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JNL/JPMorgan U.S. Government & Quality Bond Fund
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JNL/Lazard Emerging Markets Fund
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JNL/Mellon Capital European 30 Fund
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JNL/Mellon Capital Pacific Rim 30 Fund
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JNL/MFS Mid Cap Value Fund
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JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund
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JNL/Xxxxxxxxxxx Emerging Markets Innovator Fund
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JNL/Xxxxxxxxxxx Global Growth Fund
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JNL/PPM America Floating Rate Income Fund
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JNL/PPM America High Yield Bond Fund
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JNL/PPM America Mid Cap Value Fund
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JNL/PPM America Small Cap Value Fund
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JNL/PPM America Total Return Fund
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JNL/PPM America Value Equity Fund
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JNL/X. Xxxx Price Established Growth Fund
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JNL/X. Xxxx Price Mid-Cap Growth Fund
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JNL/X. Xxxx Price Short-Term Bond Fund
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JNL/X. Xxxx Price Value Fund
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JNL/Westchester Capital Event Driven Fund
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A-1
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Fund: JNL Investors Series Trust, for the following Portfolios
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JNL/PPM America Low Duration Bond Fund
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Fund: JNL Strategic Income Fund LLC, for the following Portfolio
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JNL/PPM America Strategic Income Fund
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Fund: JNL Variable Fund LLC, for the following Portfolios
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JNL/Mellon Xxxxxxx XXX 0 Xxxx
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XXX/Xxxxxx Capital MSCI World Index Fund
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JNL/Mellon Capital Nasdaq® 100 Index Fund
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JNL/Mellon Capital S&P® XXxx 60 Fund
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Fund: Xxxxxxx Variable Series Trust, for the following Portfolios
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JNL/DFA U.S. Small Cap Fund
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JNL/DoubleLine Total Return Fund
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JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund
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JNL/Lazard International Strategic Equity Fund
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JNL/Xxxxxxxxx Xxxxxx Currency Fund
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JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund
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JNL/Xxxxxxxx Convertible Arbitrage Fund
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JNL/PPM America Long Short Credit Fund
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JNL/X. Xxxx Price Capital Appreciation Fund
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Fund: PPM Funds, for the following Portfolios
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PPM Core Plus Fixed Income Fund
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PPM Credit Fund
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PPM Floating Rate Income Fund
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PPM High Yield Core Fund
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PPM Long Short Credit Fund
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PPM Strategic Income Fund
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PPM Large Cap Value Fund
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PPM Mid Cap Value Fund
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PPM Small Cap Value Fund
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Cayman Islands Entities:
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Fund: JNL/AB Dynamic Asset Allocation Fund Ltd.
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Fund: JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund Ltd.
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A-2
