Amendment to Amended and Restated Master Custodian Agreement
JNL Investors Series Trust 485BPOS
Ex. 99.28(g)(2)(v)
Amendment to Amended and Restated Master Custodian Agreement
This amendment, executed March 1, 2024 and effective February 29, 2024 (the “Amendment”), to the Amended and Restated Master Custodian Agreement dated as of December 1, 2022 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”), is by and among each management investment company identified on Appendix A thereto (each, a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company (the “Custodian”, and together with the Funds, the “Parties”).
Whereas, the Custodian and certain Funds entered into a Master Custodian Agreement dated December 30, 2010 (the “Original Agreement”) by which the Custodian provided certain custodial services relating to securities and other assets of each Fund party thereto;
Whereas, the Parties entered into the Agreement thereby amending and restating the Original Agreement;
Whereas, each Fund segregates and separately manages certain of each respective Fund’s assets or portfolio of assets (each in an account); and
Whereas, the Parties desire to include Xxxxxxx Real Assets Fund, a management investment company, as an additional Fund (the “New Fund”), in accordance with Section 20.5 of the Agreement.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
| 1) | In accordance with Section 20.5 of the Agreement, the New Fund hereby notifies the Custodian that it desires to have the Custodian renders services as custodian under the terms of the Agreement. By undersigning below, the Custodian hereby agrees to provide such services to the New Fund. |
By execution of this Amendment, the New Fund hereby agrees (a) to become bound by all of the terms and conditions and provisions of the Agreement, including the updated Section 18, as provided in item 3 of this Amendment, as a Fund including, without limitation, the representations and warranties set forth therein, and (b) to adopt the Agreement with the same force and effect as if the New Fund was originally a party thereto. It is further agreed that the services to be provided to the New Fund shall be those set forth in the Agreement.
| 2) | Appendix A to the Agreement is hereby deleted in its entirety and replaced with the Appendix A attached hereto to reflect the addition of the New Fund as an additional Fund. |
| 3) | Section 18 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“Section 18. Effective Period, Termination and Amendment.
The Original Agreement remained in full force and effect for an initial 2-year term.
With respect to Xxxxxxx Credit Opportunities Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending September 30, 2025 (the “JCOF Initial Term”). With respect to Xxxxxxx Real Assets Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending February 29, 2026 (the “JRAF Initial Term”). During the JCOF Initial Term, either Xxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement and during the JRAF Initial Term, either Xxxxxxx Real Assets Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to Xxxxxxx Credit Opportunities Fund, Xxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Upon termination of this Agreement pursuant to this paragraph with respect to Xxxxxxx Real Assets Fund, Xxxxxxx Real Assets Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements.
Information Classification: Limited Access
In the event of: (i) Xxxxxxx Credit Opportunities Fund's or Xxxxxxx Real Asset Fund’s termination of this Agreement prior to the end of the JCOF Initial Term with respect to Xxxxxxx Credit Opportunities Fund or prior to the end of the JRAF Initial Term with respect to Xxxxxxx Real Assets Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to Xxxxxxx Credit Opportunities Fund (or its respective successor) or to Xxxxxxx Real Assets Fund (or its respective successor), Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund, as applicable, shall pay the Custodian its compensation due through the end of the JCOF Initial Term or the JRAF Initial Term, as applicable, (based upon the average monthly compensation previously earned by Custodian with respect to Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund, as applicable) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver Xxxxxxx Credit Opportunities Fund’s or Xxxxxxx Real Asset Fund’s securities and cash as applicable and set forth hereinbelow. For the avoidance of doubt, and with respect to either Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund, no payment will be required pursuant to clause (ii) of this paragraph in the event of any applicable transaction such as (a) the liquidation or dissolution of Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund and applicable distribution of Xxxxxxx Credit Opportunities Fund’s or Xxxxxxx Real Assets Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund is no longer viable, (b) a merger of Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund into, or the consolidation of Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund with, another entity, or (c) the sale by Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to Xxxxxxx Credit Opportunities Fund (or its respective successor) or to Xxxxxxx Real Assets Fund (or its respective successor), as applicable, on substantially the same terms as this Agreement.
After the JCOF Initial Term and JRAF Initial Term outlined hereinabove have been satisfied, respectively, the following language in this Section 18 shall apply with respect to Xxxxxxx Credit Opportunities Fund and Xxxxxxx Real Assets Fund.
Except as provided in the preceding three paragraphs with respect to the Xxxxxxx Credit Opportunities Fund and Xxxxxxx Real Assets Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by any party by an instrument in writing delivered or mailed, postage prepaid to the other parties, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto.
Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 16 and 17 of this Agreement shall survive termination of this Agreement for any reason.
This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.”
| 4) | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| 5) | 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. |
Information Classification: Limited Access
-2-
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective February 29, 2024.
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JNL Series Trust, and each on behalf of its Portfolios listed on Appendix A of the Agreement
Xxxxxxx Credit Opportunities Fund
Xxxxxxx Real Assets Fund |
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| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Vice President and Assistant Secretary | |
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PPM Funds, on behalf of its Portfolios listed on Appendix A of the Agreement |
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| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Vice President and Secretary | |
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State Street Bank and Trust Company |
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| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Managing Director | |
Information Classification: Limited Access
-3-
Appendix A
(Updated as of February 29, 2024)
|
Management Investment Company: 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 Multi-Manager U.S. Select Equity Fund |
| JNL/Xxxxxxx Xxxxxxx International Growth Fund |
| JNL/Xxxxxxx Xxxxxxx U.S. Equity Growth Fund |
| JNL/Causeway International Value Select Fund |
| JNL/ClearBridge Large Cap Growth Fund |
| JNL/DFA International Core Equity 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 Small Cap Growth Fund |
| JNL/JPMorgan Global Allocation Fund |
| JNL/JPMorgan Hedged Equity Fund |
| JNL/JPMorgan Midcap Growth Fund |
| JNL/JPMorgan U.S. Government & Quality Bond Fund |
| JNL/JPMorgan U.S. Value Fund |
| JNL/Lazard International Strategic Equity Fund |
| JNL/Xxxxxx Xxxxxx Global Growth Fund |
| JNL/Lord Xxxxxx Short Duration Income Fund |
| JNL/Mellon World Index Fund |
| JNL/Mellon Nasdaq® 100 Index Fund |
| JNL/MFS Mid Cap Value Fund |
| JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund |
| JNL/Xxxxxxxxx Xxxxxx Gold Plus 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 Total Return 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 |
| 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 |
Information Classification: Limited Access
A-1
| JNL/Westchester Capital Event Driven Fund |
| JNL/Western Asset Global Multi-Sector Bond Fund |
| JNL/Xxxxxxx Xxxxx International Leaders Fund |
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Management Investment Company: |
| [Reserved] |
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Management Investment Company: Xxxxxxx Credit Opportunities Fund |
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Management Investment Company: Xxxxxxx Real Assets Fund |
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Management Investment Company: PPM Funds, for the following Portfolios |
| PPM Core Plus Fixed Income Fund |
| PPM High Yield Core Fund |
Information Classification: Limited Access
A-2
