Amendment to Master Custodian Agreement
EX 99.28(g)(2)(xi)
Amendment to Master Custodian Agreement
This Amendment, effective as August 13, 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 Boards of Trustees of JNL Series Trust and Xxxxxxx Variable Series Trust (together, the “Board”) has approved new funds, a fund merger, an investment sub-adviser replacement and fund name change, and two new Cayman Islands entities for two funds, as outlined below, effective August 13, 2018 (collectively, the “Changes”):
New Funds (Portfolios)
JNL Series Trust
1) JNL Multi-Manager International Small Cap Fund;
2) JNL/JPMorgan Hedged Equity Fund; and
3) JNL/Xxxxxx Xxxxxx Global Growth Fund.
JNL Series Trust Fund (Portfolio) Merger
JNL/Invesco Mid Cap Value Fund merging into the JNL/MFS Mid Cap Value Fund.
JNL Series Trust Investment Sub-Adviser Replacement/Fund (Portfolio) Name Change
Milliman Financial Risk Management LLC replaced by X. Xxxx Price Associates, Inc. to sub-advise the JNL/MMRS Moderate Fund, custodied by X.X. Xxxxxx Chase Bank, N.A./fund name change to JNL/X. Xxxx Price Managed Volatility Balanced Fund, to be custodied by State Street Bank and Trust Company.
New Cayman Entities
JNL Series Trust
| 1) |
Fund: JNL Multi-Manager Alternative Fund (for the portion of assets managed by Boston Partners Global Investors, Inc.);
|
Cayman Subsidiary: JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.; and
Xxxxxxx Variable Series Trust
| 2) |
Fund: JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund;
|
Cayman Subsidiary: JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd.
Whereas, pursuant to Board approval of the Changes, as outlined above, the Parties have agreed to amend the Agreement, including its Appendix A, to add the new funds (Portfolios, as defined in the Agreement), to remove the merged fund as a Portfolio, to add the existing fund (Portfolio), pursuant to an investment sub-adviser replacement and custodian change, and to add the two new Cayman entities, each as a Fund, as defined in the Agreement, effective August 13, 2018.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
|
1)
|
JNL Multi-Manager International Small Cap Fund, JNL/JPMorgan Hedged Equity Fund, JNL/Xxxxxx Xxxxxx Global Growth Fund, and JNL/X. Xxxx Price Managed Volatility Balanced Fund, are hereby added to the Agreement, each as a Portfolio, as defined in the Agreement, effective August 13, 2018.
|
|
2)
|
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd., and JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd. are hereby added to the Agreement, each as a Fund, as defined in the Agreement, effective August 13, 2018.
|
|
3)
|
JNL/Invesco Mid Cap Value Fund is hereby removed as a Portfolio from the Agreement, effective August 13, 2018.
|
|
4)
|
Appendix A to the Agreement is hereby deleted and replaced, in its entirety, with Appendix A dated August 13, 2018, attached hereto.
|
|
5)
|
Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
|
|
6)
|
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.
|
[Remainder of page intentionally left blank.]
| -2- |
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective August 13, 2018.
|
JNL Series Trust,
JNL Investors Series Trust,
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.
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd.
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|
|
Name:
|
Xxxxx X. Xxxxxxx
|
|
|
Title:
|
Assistant Secretary
|
|
|
PPM Funds,
on behalf of its Portfolios listed on Appendix A hereto
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|
|
Name:
|
Xxxxx X. Xxxxxxx
|
|
|
Title:
|
Vice President and Secretary
|
|
|
State Street Bank and Trust Company
|
||
|
By:
|
/s/ Xxxxxx Xxxxxxxx
|
|
|
Name:
|
Xxxxxx Xxxxxxxx
|
|
|
Title:
|
Executive Vice President
|
|
| -3- |
Appendix A
to
(Updated as of August 13, 2018)
|
Fund: JNL Series Trust, for the following Portfolios
|
|
JNL Multi-Manager Alternative Fund
|
|
JNL Multi-Manager International Small Cap Fund
|
|
JNL Multi-Manager Mid Cap Fund
|
|
JNL/AB Dynamic Asset Allocation Fund
|
|
JNL/AQR Large Cap Relaxed Constraint Equity Fund
|
|
JNL/Boston Partners Global Long Short Equity Fund
|
|
JNL/Causeway International Value Select Fund
|
|
JNL/ClearBridge Large Cap Growth Fund
|
|
JNL/Crescent High Income Fund
|
|
JNL/DFA Growth Allocation Fund
|
|
JNL/DFA Moderate Growth Allocation Fund
|
|
JNL/DFA U.S. Core Equity Fund
|
|
JNL/DoubleLine® Core Fixed Income Fund
|
|
JNL/DoubleLine® Emerging Markets Fixed Income Fund
|
|
JNL/DoubleLine® Shiller Enhanced CAPE® Fund
|
|
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by DoubleLine Capital LP)
|
|
JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by First Pacific Advisors, LLC)
|
|
JNL/Xxxxxxx Xxxxx Core Plus Bond Fund
|
|
JNL/Xxxxxxx Sachs Emerging Markets Debt Fund
|
|
JNL/GQG Emerging Markets Equity Fund
|
|
JNL/Xxxxxx Oakmark Global Equity Fund
|
|
JNL/Invesco Diversified Dividend Fund
|
|
JNL/Invesco Global Real Estate Fund
|
|
JNL/Invesco International Growth Fund
|
|
JNL/Invesco Small Cap Growth Fund
|
|
JNL/JPMorgan Hedged Equity Fund
|
|
JNL/JPMorgan Midcap Growth Fund
|
|
JNL/JPMorgan U.S. Government & Quality Bond Fund
|
|
JNL/Lazard Emerging Markets Fund
|
|
JNL/Xxxxxx Xxxxxx Global Growth Fund
|
|
JNL/Mellon Capital European 30 Fund
|
|
JNL/Mellon Capital Pacific Rim 30 Fund
|
|
JNL/MFS Mid Cap Value Fund
|
|
JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund
|
|
JNL/Xxxxxxxxxxx Emerging Markets Innovator Fund
|
|
JNL/Xxxxxxxxxxx Global Growth Fund
|
|
JNL/PPM America Floating Rate Income 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 Total Return Fund
|
|
JNL/PPM America Value Equity Fund
|
|
JNL/X. Xxxx Price Established Growth Fund
|
|
JNL/X. Xxxx Price Managed Volatility Balanced Fund
|
|
JNL/X. Xxxx Price Mid-Cap Growth Fund
|
|
JNL/X. Xxxx Price Short-Term Bond Fund
|
|
JNL/X. Xxxx Price Value Fund
|
|
JNL/Westchester Capital Event Driven Fund
|
| A-1 |
|
Fund: JNL Investors Series Trust, for the following Portfolios
|
|
JNL/PPM America Low Duration Bond Fund
|
|
Fund: JNL Variable Fund LLC, for the following Portfolios
|
|
JNL/Mellon Xxxxxxx XXX 0 Xxxx
|
|
XXX/Xxxxxx Capital MSCI World Index Fund
|
|
JNL/Mellon Capital Nasdaq® 100 Index Fund
|
|
JNL/Mellon Capital S&P® XXxx 60 Fund
|
|
Fund: Xxxxxxx Variable Series Trust, for the following Portfolios
|
|
JNL/DFA U.S. Small Cap Fund
|
|
JNL/DoubleLine Total Return Fund
|
|
JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund
|
|
JNL/Lazard International Strategic Equity Fund
|
|
JNL/Xxxxxxxxx Xxxxxx Currency Fund
|
|
JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund
|
|
JNL/Xxxxxxxx Convertible Arbitrage Fund
|
|
JNL/PPM America Long Short Credit Fund
|
|
JNL/X. Xxxx Price Capital Appreciation Fund
|
|
Fund: PPM Funds, for the following Portfolios
|
|
PPM Core Plus Fixed Income Fund
|
|
PPM Credit Fund
|
|
PPM Floating Rate Income Fund
|
|
PPM High Yield Core Fund
|
|
PPM Long Short Credit Fund
|
|
PPM Strategic Income Fund
|
|
PPM Large Cap Value Fund
|
|
PPM Mid Cap Value Fund
|
|
PPM Small Cap Value Fund
|
Cayman Islands Entities:
|
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
|
|
JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd.
|
|
JNL/AB Dynamic Asset Allocation Fund Ltd.
|
|
JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund Ltd.
|
|
A-2
|
