Amendment to Amended and Restated Master Custodian Agreement
Ex. 99.28(g)(2)(iii)
AGREED FORM
Amendment to Amended and Restated Master Custodian Agreement
This amendment executed August 31, 2023, effective September 30, 2023 (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 and each Cayman Islands entity identified on Appendix A thereto (each a “Fund” and collectively as 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 provides 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).
Whereas, the Parties desire to include Xxxxxxx Credit Opportunities Fund as an additional 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 Agreement is hereby amended to reflect the addition of the following management investment company as a Fund under the Agreement (the “New Fund”): |
Xxxxxxx Credit Opportunities Fund
By execution of this Amendment, the New Fund hereby agrees, except as provided in Section 3 of this Amendment, (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) | 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 “Initial Term”). During the Initial Term, either Xxxxxxx Credit Opportunities 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.
Information Classification: Limited Access
In the event of: (i) Xxxxxxx Credit Opportunities Fund’s termination of this Agreement prior to the end of the Initial Term with respect to Xxxxxxx Credit Opportunities 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), Xxxxxxx Credit Opportunities Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to Xxxxxxx Credit Opportunities Fund) 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 securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of Xxxxxxx Credit Opportunities Fund and distribution of Xxxxxxx Credit Opportunities Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Xxxxxxx Credit Opportunities Fund is no longer viable, (b) a merger of Xxxxxxx Credit Opportunities Fund into, or the consolidation of Xxxxxxx Credit Opportunities Fund with, another entity, or (c) the sale by Xxxxxxx Credit Opportunities 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) on substantially the same terms as this Agreement.
After the Initial Term outlined hereinabove has been satisfied, the following language in this Section 18 shall apply with respect to Xxxxxxx Credit Opportunities Fund.
Except as provided in the preceding three paragraphs with respect to the Xxxxxxx Credit Opportunities Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, 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) | The following language is hereby added as Section 21 to the Agreement: |
“Section 21. Foreign Exchange.
21.1 Role of Custodian. The role of the Custodian with respect to foreign exchange transactions is limited to facilitating the processing and settlement of such transactions. The Custodian does not have any agency, trust or fiduciary obligation to the Funds or any other person in connection with the execution of any foreign exchange transactions, other than the obligation as agent to process the Proper Instructions given by the Funds.
21.2 Role of Counterparties. If a Fund enters into any foreign exchange transaction with State Street Bank and Trust Company, a subcustodian or any of their affiliates, such Fund does so on the basis that these entities are acting as a principal dealer and counterparty, and not as fiduciary or agent to the Funds, and the execution services are governed by separate arrangements (including pricing) and do not form part of the services provided by the Custodian under this Agreement. This applies to foreign exchange transactions entered into by a Fund directly with the trading desk of these entities or by Proper Instruction to the Custodian using the indirect foreign exchange services described in the general client publications of the Custodian from time to time available to clients and their investment managers, including the Investment Managers’ Guide, Client Guide, Guide to Custody in World Markets, and FX Client Guide.”
Information Classification: Limited Access
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| 5) | The following language is hereby added as Section 22 to the Agreement: |
“Section 22. Services Not Exclusive; Disclosure of Conflicts.
The Custodian, its subcustodians and their affiliates are part of groups of companies and businesses that, in the ordinary course of their business, provide a wide range of financial services to many clients of different kinds, and engage in transactions for their own account (including acting as foreign exchange counterparty as outlined in Section 21 and acting as banker) or for the account of other clients, which may result in actual, perceived or potential conflicts between the interests of the Funds and the interest of the Custodian, its subcustodians and their affiliates or between the interests of clients. The Custodian maintains a conflicts of interest policy, and has implemented procedures and arrangements to identify and manage conflicts of interest.
In connection with the foregoing matters, the Custodian, its subcustodians and their affiliates: (i) may do business with each client on different contractual or financial terms; (ii) will seek to profit and are entitled to receive and retain profits and compensation in connection with such activities without any obligation to account to the Funds for the same; (iii) may act as principal in their own interests, or as agent for their other clients; (iv) may act or refrain from acting based upon information derived from such activities that is not available to the Funds; (v) are not under a duty to notify or disclose to the Funds any information that comes to their notice as a result of such activities; and (vi) do not have an obligation to consider, act in, or provide information to the Funds in respect of, the interests of the Funds in connection with such activities, except to the extent (if any) expressly agreed in writing with the Funds under the contractual arrangements governing those activities. The Custodian may (but is not required to) make any disclosure or notification in connection with such activities to the Funds via publication on XxXxxxxXxxxxx.xxx or other notification mechanism.”
| 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
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In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective September 30, 2023.
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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
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
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| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | President and CEO | |
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PPM Funds, on behalf of its Portfolios listed on Appendix A of the Agreement |
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| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | PEO | |
| State Street Bank and Trust Company | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Managing Director | |
Information Classification: Limited Access
| -4- |
Appendix A
(Updated as of September 30, 2023)
|
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: JNL Investors Series Trust, for the following Portfolio |
| [Reserved] |
|
Management Investment Company: Xxxxxxx Credit Opportunities Fund |
|
Management Investment Company: PPM Funds, for the following Portfolios |
| PPM Core Plus Fixed Income Fund |
| PPM High Yield Core Fund |
| Cayman Islands Entity: |
| JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. |
Information Classification: Limited Access
| A-2 |
