Amendment to Amended and Restated Master Custodian Agreement
JNL Series Trust 485BPOS
Exhibit 99.28(g)(2)(vii)
Amendment to Amended and Restated Master Custodian Agreement
This amendment, effective June 10, 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, Xxxxxxx Real Assets Fund has established the Xxxxxxx Real Assets Fund LLC and the Board of Trustees of Xxxxxxx Real Assets Fund has approved the addition of the Xxxxxxx Real Assets Fund LLC to the Agreement, effective June 10, 2024; and
Whereas, the Parties have agreed to amend the Agreement, including its Appendix A, to add the Xxxxxxx Real Assets Fund LLC as an additional Fund (the “New Fund”), pursuant to Section 20.5 of the Agreement, as amended herein below, effective as of June 10, 2024.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
| 1) | Pursuant to Section 20.5 of the Agreement, as amended herein below, 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 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) | The first paragraph of the Agreement is hereby deleted, in its entirety, and replaced with the following: |
“This Amended and Restated Master Custodian Agreement (the “Agreement”) made as of December 1, 2022, by and among each entity identified on Appendix A hereto (each such entity made subject to this Agreement in accordance with Section 20.5 below, shall hereinafter be referred to individually as a “Fund” and collectively as “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).”
| 3) | Section 20.5 of the Agreement is hereby deleted, in its entirety, and replaced with the following: |
“Section 20.5 Additional Funds. In the event that any entity in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such entity shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.”
| 4) | The first paragraph of Section 20.7 of the Agreement is hereby deleted, in its entirety, and replaced with the following: |
“Section 20.7 The Parties. All references herein to the “Fund” are to each entity listed on Appendix A hereto, and each entity made subject to this Agreement in accordance with Section 20.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. A copy of the Agreement and Declaration of Trust of each Fund that is a Massachusetts business trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The Custodian agrees that the financial obligations of a Portfolio under this Agreement shall be binding only upon the assets of that Portfolio, and the Custodian shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees or shareholders of a Fund or a Portfolio in their individual capacity, and in no case shall the Custodian have recourse to the assets of any series of a Fund other than the Portfolio to which such obligation relates under this Agreement.”
Information Classification: Limited Access
| 5) | 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. |
| 6) | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| 7) | 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. |
[signature page immediately follows]
| Information Classification: Limited Access |
| -2- |
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective June 10, 2024.
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JNL Series Trust, and JNL Investors Series Trust, each on behalf of its Portfolios listed on Appendix A of the Agreement Xxxxxxx Credit Opportunities Fund Xxxxxxx Real Assets Fund Xxxxxxx Real Assets Fund LLC |
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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 | |
| State Street Bank and Trust Company | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Managing Director | |
| Information Classification: Limited Access |
| -3- |
Appendix A
(Updated as of June 10, 2024)
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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 Investment Grade Credit 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 |
| Information Classification: Limited Access |
| A-1 |
| JNL/X. Xxxx Price Value Fund |
| 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: JNL Investors Series Trust |
| [Reserved] |
|
Management Investment Company: Xxxxxxx Credit Opportunities Fund |
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Management Investment Company: Xxxxxxx Real Assets Fund |
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Limited Liability Company: Xxxxxxx Real Assets Fund LLC |
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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 |
