Amendment to Master Custodian Agreement
EX 99.28(g)(3)(vii)
Amendment to Master Custodian Agreement
This Amendment, effective as of April 24, 2017, 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 (“Parties”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Fund in each Account.
Whereas, the following new funds, investment sub-adviser replacements, and fund merger have been approved by the Board of Trustees of JNL Series Trust (collectively, “JNLST Fund Changes”), effective April 24, 2017:
New Funds:
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1)
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JNL/DFA Growth Allocation Fund;
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2)
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JNL/DFA Moderate Allocation Fund;
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Investment Sub-Adviser Replacements:
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3)
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Massachusetts Financial Services Company (d/b/a MFS Investment Management) will replace Xxxxxxx Xxxxx Asset Management, L.P. as investment sub-adviser to the JNL/Xxxxxxx Sachs Mid Cap Value Fund, which will subsequently be renamed the JNL/MFS Mid Cap Value Fund;
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4)
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AQR Capital Management, LLC will replace Xxxxxxx Xxxxx Asset Management, L.P. as investment sub-adviser to the JNL/Xxxxxxx Sachs U.S. Equity Flex Fund, which will subsequently be renamed the JNL/AQR Large Cap Relaxed Constraint Equity Fund; and
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Fund Merger:
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5)
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the JNL/Xxxxxx Xxxxxxx Mid Cap Growth Fund will merge into the JNL/X. Xxxx Price Mid-Cap Growth Fund.
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Whereas, pursuant to the approval of the JNLST Fund Changes, as outlined above, the Parties have agreed to amend the JNL Series Trust section of Appendix A of the Agreement, effective April 24, 2017, to:
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add the JNL/DFA Growth Allocation Fund, and the JNL/DFA Moderate Allocation Fund;
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| 2) |
remove the JNL/Xxxxxx Xxxxxxx Mid Cap Growth Fund and its respective fees; and
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| 3) |
change the names of the following funds:
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JNL/Xxxxxxx Sachs Mid Cap Value Fund to JNL/MFS Mid Cap Value Fund; and
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JNL/Xxxxxxx Xxxxx U.S. Equity Flex Fund to JNL/AQR Large Cap Relaxed Constraint Equity Fund.
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Whereas, the Board of Managers of JNL Variable Fund LLC approved the merger of the JNL/Mellon Capital S&P® 24 Fund into the JNL/Mellon Capital JNL 5 Fund of the Fund (“Fund Merger”), effective April 24, 2017.
Whereas, pursuant to the approval of the Fund Merger, as outlined above, the Parties have agreed to amend the JNL Variable Fund LLC section of Appendix A of the Agreement to remove the JNL/Mellon Capital S&P® 24 Fund, effective April 24, 2017.
Now, Therefore, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
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Appendix A to the Agreement is hereby deleted and replaced in its entirety with Appendix A dated April 24, 2017, attached hereto.
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| 2. |
Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
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| 3. |
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.]
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In Witness Whereof, the parties hereto have caused this Amendment to be executed by their officers designated below, effective April 24, 2017.
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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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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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Appendix A
to
(Last Updated as of April 24, 2017)
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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/Crescent High Income Fund
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JNL/DFA Growth Allocation Fund
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JNL/DFA Moderate Allocation Fund
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JNL/DFA U.S. Core Equity 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/Xxxxxx Oakmark Global Equity 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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JNL Investors Series Trust
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JNL/PPM America Low Duration Bond Fund
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A-1
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JNL Strategic Income Fund LLC
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JNL/PPM America Strategic Income Fund
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JNL Variable Fund LLC
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JNL/Mellon Capital Global 30 Fund
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JNL/Mellon Xxxxxxx XXX 0 Xxxx
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XXX/Xxxxxx Capital Nasdaq® 100 Fund
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JNL/Mellon Capital S&P® XXxx 60 Fund
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Xxxxxxx Variable Series Trust
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JNL/DFA U.S. Micro 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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Cayman Islands Entities:
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JNL/AB Dynamic Asset Allocation Fund Ltd.
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JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund Ltd.
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